Common use of Reserved Target List Clause in Contracts

Reserved Target List. (1) During the Research Program Term, FivePrime shall maintain an accurate and current Reserved Target List. The Reserved Target List existing as of the Effective Date shall be provided by FivePrime to GSK upon the execution of this Agreement in accordance with Section 3.4.1(d)(i)(2) below. From time to time after the Effective Date, FivePrime may add, subtract and/or substitute one or more Targets on the Reserved Target List in accordance with this Section 3.4.1(d)(i), provided that the total number of Reserved Targets existing on the Reserved Target List at any given time shall be no more than ***. For clarity, each *** included on the FivePrime Reserved Target List shall also include collectively ***, and such *** together with *** shall count as a *** Reserved Target (i.e. *** out of the total allowed number of ***). After the Effective Date, FivePrime shall promptly notify GSK in writing of any change to the FivePrime Reserved Target List as they occur. (2) As of the Effective Date, Targets on the Reserved Target List shall be ***, provided that the foregoing shall not be construed as requiring FivePrime to inform GSK of the identity of any of the Reserved Targets, the indication for which any of the Reserved Targets are being evaluated or developed by FivePrime, any data associated with such Reserved Targets, or the development stage of any of the Reserved Targets. (3) During the Research Program Term, FivePrime may only add or substitute Reserved Targets on the Reserved Target List with new Reserved Targets ***. For clarity, FivePrime shall have the right to add to the Reserved Target List those Targets that have become reverted Targets in its Third Party collaborations as provided in Section 3.4.1(d)(ii) and provided that the number of Reserved Targets on the Reserved Target List is not in any event more than ***. (4) After the Effective Date, FivePrime may not add to such Reserved Target List any Target that is a Hit, Offered Hit, Claimed Target or Committed Lead Target, unless and until such Target becomes a Reverted Target in accordance with Sections 3.4.1(b), 3.4.2(b)(i), 3.4.4(c) or 4.4.5(d)(ii), or a Terminated Target pursuant to Sections 10.2 or 10.3. (5) During the Research Program Term and thereafter for so long as GSK has the right to exercise its Claiming Option under Sections 3.4.1(b) or 3.4.2(b) or its Selection Option under Section 3.4.4(a), FivePrime shall maintain a current Reserved Target List with a ***. In addition to identifying the Reserved Targets by FivePrime internal tracking numbers, FivePrime shall provide *** with a list setting forth the identities of the then-current Reserved Targets as well as *** in which FivePrime is interested with respect to each Reserved Target (the “Reserved Target Identity List”). After the Effective Date, FivePrime shall update the Reserved Target List and Reserved Target Identity List deposited with *** promptly after FivePrime makes any substitution to the Reserved Target List. (6) In the event that a Target identified from any Screening Assay is a Reserved Target and would otherwise be deemed a Hit but for its inclusion on the Reserved Target List, then:

Reserved Target List. (1) During the Research Program Term, FivePrime shall maintain an accurate and current Reserved Target List. The Reserved Target List existing as of the Effective Date shall be provided by FivePrime to GSK upon the execution of this Agreement in accordance with Section 3.4.1(d)(i)(2) below. From time to time after the Effective Date, FivePrime may add, subtract and/or or substitute one or more Targets on the Reserved Target List in accordance with this Section 3.4.1(d)(i), provided that the total number of Reserved Targets existing on the Reserved Target List at any given time shall be no more than ***. For clarity, each *** included on the FivePrime Reserved Target List shall also include collectively ***, and such *** together with *** shall count as a *** Reserved Target (i.e. *** out of the total allowed number of ***). After the Effective Date, FivePrime shall promptly notify GSK in writing (including by providing a complete updated Reserved Target List by email in accordance with Section 13.4) of any change changes to the FivePrime Reserved Target List as they occur. (2) As of the Effective Date, Targets on the Reserved Target List shall be ***, provided that the foregoing shall not be construed as requiring FivePrime to inform GSK of the identity of any of the Reserved Targets, the indication for which any of the Reserved Targets are being evaluated or developed by FivePrime, any data associated with such Reserved Targets, or the development stage of any of the Reserved Targets. (3) During the Research Program Term, FivePrime may only add or substitute Reserved Targets on the Reserved Target List with new Reserved Targets any Target (a) ***; or (b) ***. For clarity, FivePrime shall have the right to add to the Reserved Target List those Targets any Target that have has become a reverted Targets in its or terminated Target under any Third Party collaborations collaboration as provided in Section 3.4.1(d)(ii) and ), provided that the number of Reserved Targets on the Reserved Target List is not in any event more than ***. (4) After the Effective Date, FivePrime may not add to such Reserved Target List any Target that is a Hit, Offered Hit, Claimed Target or Committed Lead Target, unless and until such Target becomes a Reverted Target in accordance with Sections 3.4.1(b), 3.4.2(b)(i), 3.4.4(c) or 4.4.5(d)(ii4.4.5(c)(ii), or a Terminated Target pursuant to Sections 10.2 or 10.3. (5) During the Research Program Term and thereafter for so long as GSK has the right to exercise its Claiming Option under Sections 3.4.1(b) or 3.4.2(b) or its Selection Option under Section 3.4.4(a), FivePrime shall maintain a current Reserved Target List with a ***. In addition to identifying the Reserved Targets by FivePrime internal tracking numbers, FivePrime shall provide *** with a list setting forth the identities of the then-current Reserved Targets as well as *** in which FivePrime is interested with respect to each Reserved Target (the “Reserved Target Identity List”). After the Effective Date, FivePrime shall update the Reserved Target List and Reserved Target Identity List deposited with *** promptly after FivePrime makes any substitution to the Reserved Target List. ***. (6) In the event that a Target identified from any Screening Assay is a Reserved Target and would otherwise be deemed a Hit but for its inclusion on the Reserved Target List, then: