RELEASED TARGETS. On or before the ***, Wyeth, by written notice to Trubion's Vice President, Legal Affairs & Chief Patent Counsel, shall identify *** Target Candidates from the list delivered pursuant to Section 3.2.1 (inclusive of any Target Candidates that have become Released Targets during such period pursuant to Section 3.2.4 hereof), which from the date of such identification shall cease to be Target Candidates (each, a "Released Target"). At the time that a Target Candidate becomes a Released Target, Trubion, subject to Section 2.8, shall be free to undertake research and Development activities independent of obligations under this Agreement, and to enter into discussions or an agreement with a Third Party, with respect to SMIPs directed against any such Released Target or any other activities in connection with such Released Target. On or before the ***, Wyeth, by written notice to Trubion, shall identify such additional Target Candidates from the list delivered pursuant to Section 3.2.1, if any, as additional Released Targets, such that there are no more than *** Target Candidates remaining on the list delivered pursuant to Section 3.2.1 (less the number of Wyeth Targets that were Target Candidates at the time of selection as a Wyeth Target(s) pursuant to Section 3.2.3), which from the date of such identification shall cease to be Target Candidates and, thereafter each shall also become a Released Target. At the end of the Research Term, all remaining Target Candidates, if any, shall become Released Targets.
RELEASED TARGETS. Subject to the terms and conditions of this Agreement, (i) at such time as any Selected Target for which Takeda has not paid the research milestone (as specified in Section 5.2(a)(iii) for LG105 and Section 5.2(b) for Selected Targets other than LG105) becomes a Released Target, Takeda and any and all Affiliates of Takeda will irrevocably sell, assign, deliver, convey, transfer and set over to Lexicon all right, title and interest in, to and under the Selected Target IP Rights relating to such Selected Target (including, without limitation, all Patents with claims directed to such Selected Target IP Rights) that are Controlled by Takeda or any Affiliate of Takeda; and (ii) at such time as any Selected Target for which Takeda has paid the research milestone (as specified in Section 5.2(a)(iii) for LG105 and Section 5.2(b) for Selected Targets other than LG105) becomes a Released Target, Takeda and any and all Affiliates of Takeda will irrevocably sell, reassign, deliver, convey, transfer and set over to Lexicon all right, title and interest in, to and under the Selected Target IP Rights relating to such Selected Target (including, without limitation, all Patents with claims directed to such Selected Target IP Rights) that were originally assigned by Lexicon to Takeda pursuant to Section 4.4(a). The effective date of the sale, assignment, delivery, conveyance, transfer and setting over of any particular Released Target shall be the date such Selected Target became a Released Target. Each and every sale, assignment, delivery, conveyance, transfer and setting over of a Released Target shall be memorialized in an Assignment and Transfer Agreement substantially in the form of the Form Assignment and Transfer Agreement set forth in Exhibit 4.4, executed and delivered to Lexicon effective as of the effective date of the sale, assignment, delivery, conveyance, transfer and setting over of such Selected Target. Takeda acknowledges and agrees that, subject to the terms and conditions of this Agreement, Takeda has an obligation to sell, assign, deliver, convey, transfer and set over to Lexicon full and complete title to the Selected Target IP Rights in each Released Target, free and clear from any and all encumbrances.
