Common use of Reserved Targets Clause in Contracts

Reserved Targets. (i) Exhibit D identifies the list of Targets that are reserved by the Parties as of the Effective Date to be Reserved Targets for the Research Program (as such list is updated from time to time in accordance with this Section 3.4(b)(i), the “Reserved Target List”). During the Substitution Period, the Parties may add additional Targets to or remove Targets from the Reserved Target List as mutually agreed by the Parties; provided that unless the Parties otherwise agree, (a) the Reserved Target List may contain no more than [***] at any given time; and (b) the Reserved Target List may contain no more than four (4) Targets in the aggregate at any given time. Any addition or removal of a Target from the Reserved Target List that is mutually agreed by the Parties will be recorded in the minutes of the JSC and will not require a separate amendment to this Agreement. Notwithstanding the foregoing, [***]. For clarity, (A) any Reserved Target that is removed from the Reserved Target List during the Substitution Period will no longer be a Reserved Target or a Collaboration Target effective upon the date that the Parties mutually agree to remove such Reserved Target, (B) all Reserved Targets that do not become Designated Targets will be released from the Reserved Target List and no longer be Reserved Targets or Collaboration Targets effective upon the earliest of (1) the end of the Substitution Period, (2) the date of its removal from the Reserved Target List, and (3) the expiration or termination of the Research Term, and (C) effective as of the date that the clause (A) or (B) applies with respect to a given Reserved Target, (x) the license grants in Sections 7.1(a) and 7.3 and (y) the exclusivity in Article 11, in each case ((x)-(y)) shall terminate with respect to such Reserved Target.

Reserved Targets. (i) Exhibit D identifies During the list of Targets that are reserved by period prior to the Parties as [***] anniversary of the Effective Date and prior to be selection of [***] Additional Targets, BMS shall have the right to designate a total of up to [***] Targets as reserved Targets (each, a “Reserved Targets for the Research Program (as such list is updated from time to time Target”) in accordance with this Section 3.4(b)(i), 2.3.2 and the “gatekeeper process set forth in Section 2.3.3. The maximum number of Reserved Targets shall decrease following the selection of each Additional Target List”). During the Substitution Period, the Parties may add additional Targets to or remove Targets from the Reserved Target List as mutually agreed by the Parties; provided that unless the Parties otherwise agree, (a) the Reserved Target List may contain no more than [***] at any given timeas follows: (a) upon selection of the [***] Additional Target by BMS (regardless of whether such Additional Target is a Reserved Target), the maximum number of Reserved Targets shall be [***] and, if BMS had previously designated [***] Reserved Targets, then, immediately upon receipt of the Target Availability Notice confirming such Additional Target is Available in accordance with Section 2.3.3, BMS shall provide written notice to the Gatekeeper and to MTEM identifying which of the previously designated Reserved Targets will cease to be a Reserved Target (and, thereafter, such Target will be deemed a Terminated Target); and (b) upon selection of the [***] Additional Target by BMS (regardless of whether such Additional Target is a Reserved Target), the remaining Target(s) that were previously designated Reserved Target(s) shall cease to be Reserved Target(s) and, thereafter, such Target(s) will be deemed Terminated Target(s). Subject to the foregoing and the remainder of this Section 2.3.2, if a Target that BMS identifies as a proposed Reserved Target List may contain no more than four (4) Targets in the aggregate at any given time. Any addition or removal of a Target from Nomination Notice is Available, as determined in accordance with the gatekeeper process set forth in Section 2.3.3, then such Target shall be designated as a Reserved Target List from [***] until the earlier of (i) the date that is mutually agreed by [***] after the Parties will be recorded in date of such Target Availability Notice or (ii) BMS’ selection of Additional Targets as provided above (the minutes of the JSC and will not require a separate amendment to this Agreement“Reservation Period”). Notwithstanding the foregoing, [***]. For clarity, (A) any upon expiration of the Reservation Period with respect to each Reserved Target that is removed from the [***] and, in any event, upon BMS’ selection of [***] Additional Targets, regardless of whether such Additional Target(s) were Reserved Targets, each Reserved Target List during the Substitution Period will no longer [***] shall cease to be a Reserved Target or a Collaboration Target effective upon the date that the Parties mutually agree to remove such Reserved Target, (B) all Reserved Targets that do not become Designated Targets will each such Target shall be released from deemed a Terminated Target, and the Reserved Target List and terms of Section 5.6 shall no longer be Reserved Targets or Collaboration Targets effective upon the earliest of (1) the end of the Substitution Period, (2) the date of its removal from the Reserved Target List, and (3) the expiration or termination of the Research Term, and (C) effective as of the date that the clause (A) or (B) applies with respect to a given Reserved Target, (x) the license grants in Sections 7.1(a) and 7.3 and (y) the exclusivity in Article 11, in each case ((x)-(y)) shall terminate with respect apply to such Reserved Target.

Reserved Targets. (i) Exhibit D identifies BMS shall have the list of Targets that are reserved by the Parties as of the Effective Date to be Reserved Targets for the Research Program (as such list is updated right, from time to time in accordance during the Term prior to the Replacement Target End Date, by providing written notice of the applicable Target to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target)), to add a Target that is not an Excluded Target to a reserved list (the “Reserved List”); provided that there shall be no more than the Reserved Target Maximum on the Reserved List at any given time. In addition, BMS shall have the right, from time to time during the Term prior to the Replacement Target End Date, by providing written notice of the applicable Target to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target)), to substitute a given Reserved Target on the Reserved List with another Target; provided that such Target is not an Excluded Target. For clarity, substituting a given Reserved Target on the Reserved List with another Target shall not count towards the Substitution Limitation. BMS and the Third Party Gatekeeper shall maintain an up-to-date Reserved List. The Reserved List shall be the Confidential Information of BMS, and, subject to this Section 3.4(b)(i3.2 (Reserved Targets), the “Third Party Gatekeeper shall not disclose the list of Reserved Target List”). During the Substitution Period, the Parties may add additional Targets to or remove Targets from the Reserved Target List as mutually agreed by the Parties; provided that unless the Parties otherwise agree, (a) the Reserved Target List may contain no more than Avidity. Prior to [***] at any given time; and Avidity shall provide the Third Party Gatekeeper with a confidential written description of such Target (b) the Reserved “Avidity Target List may contain no more than four (4) Targets in the aggregate at any given timeNotice”). Any addition or removal of a Target from the Reserved Target List that is mutually agreed by the Parties will be recorded in the minutes of the JSC and will not require a separate amendment to this Agreement. Notwithstanding the foregoing, Within [***]] following the Third Party Gatekeeper’s receipt of the Avidity Target Notice, the Third Party Gatekeeper shall verify whether such Target is on the Reserved List and notify Avidity in writing whether such proposed Target is or is not on the Reserved List. For clarityIf such notice from the Third Party Gatekeeper indicates that the Target is on the Reserved List, (A) any the Parties will remain subject to all rights and obligations hereunder in connection with such Reserved Target that is removed from the Reserved Target List during the Substitution Period will no longer be a Reserved Target or a Collaboration Target effective upon the date that the Parties mutually agree to remove such Reserved Target, (B) all Reserved Targets that do not become Designated Targets will be released from the Reserved Target List and no longer be Reserved Targets or Collaboration Targets effective upon the earliest of (1) the end of the Substitution Period, (2) the date of its removal from the Reserved Target List, and (3) the expiration or termination of the Research Term, and (C) effective as of the date that the clause (A) or (B) applies with respect to a given Reserved Target, (x) the license grants in Sections 7.1(a) and 7.3 and (y) the including exclusivity in Article 11, in each case accordance with Section 5.7.1 ((x)-(yAvidity Exclusivity)) shall terminate with respect to such Reserved Target).

Reserved Targets. (i) Exhibit D identifies the list of Targets that are reserved by the Parties as 3.3.1 As of the Effective Date Date, the Parties have identified the Targets set forth on Exhibit 3.3 as Targets to be reserved under this Agreement (the “Reserved Targets Targets”) for potential inclusion in the Research Program (through the selection by Lxxxx of one or more such Reserved Targets as such list is updated from time to time in accordance with this Section 3.4(b)(i), the “Reserved Target List”)either Additional Targets or Replacement Targets. During the Substitution Period, the Parties Lxxxx may add additional Targets to or remove Targets from update the Reserved Target List list at any time by notifying the JSC of the identity of a Target to be added as mutually agreed by the Partiesa Reserved Target or to replace a different Reserved Target; provided that unless the Parties otherwise agree, that: (a) the such Target to be added as a Reserved Target List may contain is not, at such time, an Unavailable Target (unless Lxxxx has consented to the non-exclusive restrictions on such Target pursuant to this Section 3.3.1); and (b) in no more than event shall the aggregate number of Reserved Targets exceed [***] at any given time; and (b) . Lxxxx may also notify the Reserved Target List may contain no more than four (4) Targets in the aggregate JSC at any given time. Any addition or removal time of a Target from the Reserved Target List that is mutually agreed by the Parties will be recorded in the minutes of the JSC and will not require a separate amendment to this Agreement. Notwithstanding the foregoing, [***]. For clarity, (A) any Reserved Target that is to be removed from the Reserved Target List during list. To the Substitution Period will no longer be extent a Target is an Unavailable Target solely because ProQR has granted non-exclusive rights for such Target that would conflict with or prevent the grant of rights to Lilly under this Agreement for such Target, then upon Lxxxx’x request to add such Target as a Reserved Target or Project Target, ProQR shall promptly provide Lilly with written notice providing a Collaboration reasonably detailed description of such non-exclusive rights, and, upon written notice by Lxxxx consenting to such non-exclusive restrictions, such Target effective upon the date shall not be deemed an Unavailable Target and Lilly shall be permitted to request to add such Target as a Reserved Target or Project Target (whether as an Additional Target or Replacement Target); provided however, that the Parties mutually agree will, as a precondition to remove the addition of such a non-exclusively licensed Target as a Reserved Target or Project Target, (B) all Reserved Targets that do not become Designated Targets will be released from enter into an amendment to this Agreement as [***] to permit ProQR to comply with its obligations to the Reserved Target List relevant Third Party licensee without such continued compliance constituting a breach of ProQR’s obligations under this Agreement, including by amending the rights and no longer be Reserved Targets or Collaboration Targets effective upon the earliest of (1) the end of the Substitution Period, (2) the date of its removal from the Reserved Target List, and (3) the expiration or termination of the Research Term, and (C) effective as of the date that the clause (A) or (B) applies with respect licenses granted hereunder to a given Reserved Target, (x) the license grants in Sections 7.1(a) and 7.3 and (y) the exclusivity in Article 11, in each case ((x)-(y)) shall terminate Lilly with respect to such Reserved TargetTarget and Compounds and Products Directed To such Target so that such rights and licenses are subject to the prior license grant, and limiting ProQR’s obligations under Article 7 as they pertain to such Target and Compounds and Products Directed To such Target to permit compliance with the prior agreement.

Reserved Targets. (i) Exhibit D identifies the list of Targets that are reserved by the Parties as 3.3.1 As of the Effective Date Date, the Parties have identified the Targets set forth on Exhibit 3.3 as Targets to be reserved under this Agreement (the “Reserved Targets Targets”) for potential inclusion in the Research Program (through the selection by Lilly of one or more such Reserved Targets as such list is updated from time to time in accordance with this Section 3.4(b)(i), the “Reserved Target List”)either Additional Targets or Replacement Targets. During the Substitution Period, the Parties Lilly may add additional Targets to or remove Targets from update the Reserved Target List list at any time by notifying the JSC of the identity of a Target to be added as mutually agreed by the Partiesa Reserved Target or to replace a different Reserved Target; provided that unless the Parties otherwise agree, that: (a) the such Target to be added as a Reserved Target List may contain is not, at such time, an Unavailable Target (unless Lilly has consented to the non-exclusive restrictions on such Target pursuant to this Section 3.3.1); and (b) in no more than event shall the aggregate number of Reserved Targets exceed [***] at any given time; and (b) . Lilly may also notify the Reserved Target List may contain no more than four (4) Targets in the aggregate JSC at any given time. Any addition or removal time of a Target from the Reserved Target List that is mutually agreed by the Parties will be recorded in the minutes of the JSC and will not require a separate amendment to this Agreement. Notwithstanding the foregoing, [***]. For clarity, (A) any Reserved Target that is to be removed from the Reserved Target List during list. To the Substitution Period will no longer be extent a Target is an Unavailable Target solely because ProQR has granted non-exclusive rights for such Target that would conflict with or prevent the grant of rights to Lilly under this Agreement for such Target, then upon Lilly’s request to add such Target as a Reserved Target or Project Target, ProQR shall promptly provide Lilly with written notice providing a Collaboration reasonably detailed description of such non-exclusive rights, and, upon written notice by Lilly consenting to such non-exclusive restrictions, such Target effective upon the date shall not be deemed an Unavailable Target and Lilly shall be permitted to request to add such Target as a Reserved Target or Project Target (whether as an Additional Target or Replacement Target); provided however, that the Parties mutually agree will, as a precondition to remove the addition of such a non-exclusively licensed Target as a Reserved Target or Project Target, (B) all Reserved Targets that do not become Designated Targets will be released from enter into an amendment to this Agreement as [***] to permit ProQR to comply with its obligations to the Reserved Target List relevant Third Party licensee without such continued compliance constituting a breach of ProQR’s obligations under this Agreement, including by amending the rights and no longer be Reserved Targets or Collaboration Targets effective upon the earliest of (1) the end of the Substitution Period, (2) the date of its removal from the Reserved Target List, and (3) the expiration or termination of the Research Term, and (C) effective as of the date that the clause (A) or (B) applies with respect licenses granted hereunder to a given Reserved Target, (x) the license grants in Sections 7.1(a) and 7.3 and (y) the exclusivity in Article 11, in each case ((x)-(y)) shall terminate Lilly with respect to such Reserved TargetTarget and Compounds and Products Directed to such Target so that such rights and licenses are subject to the prior license grant, and limiting ProQR’s obligations under Article 7 as they pertain to such Target and Compounds and Products Directed To such Target to permit compliance with the prior agreement.

Reserved Targets. (i) Exhibit D identifies At any time during the list of Targets that are reserved by period between the Parties as Effective Date and the [***] anniversary of the Effective Date prior to be Reserved Targets Vertex’s exercise of the Additional Target Option, subject to Section 2.3.2, Vertex may designate a single Target as reserved for the Research Program Additional Target Option (the “Reserved Target”) by providing written notice to the Gatekeeper (the “Reserved Target Notice”), which Reserved Target Notice will identify the proposed Reserved Target. In such event, unless the applicable Target Availability Notice delivered by the Gatekeeper pursuant to Section 2.3.2 states that such proposed Reserved Target is an Unavailable Target, such proposed Reserved Target will automatically be designated as the Reserved Target as of the date the Gatekeeper identifies the Reserved Target in the Target Availability Notice provided to the Parties pursuant to Section 2.3.2 (such list is updated from time to time in accordance with this Section 3.4(b)(i)date, the “Reserved Target ListDesignation Date”). During the Substitution Period, the Parties may add additional Targets to or remove Targets from the Reserved Target List as mutually agreed by the Parties; provided that unless the Parties otherwise agree, (a) the Reserved Target List may contain no more than [***] at any given time; and (b) the Reserved Target List may contain no more than four (4) Targets in the aggregate at any given time. Any addition or removal of a Target from the Reserved Target List that is mutually agreed by the Parties will be recorded in the minutes of the JSC and will not require a separate amendment to this Agreement. Notwithstanding the foregoing, [***]. For clarityUnless the applicable Target Availability Notice delivered by the Gatekeeper pursuant to Section 2.3.2 states that such proposed other Target is an Unavailable Target, (A) any such proposed other Target will automatically be designated as the Reserved Target, and the Target that is removed from formerly designated as the Reserved Target List during will no longer be the Substitution Period Reserved Target; provided that the Reserved Target Designation Date shall remain the same and neither the Reserved Target Designation Date nor the Reserved Target Outside Date shall be modified in the event [***]. Notwithstanding anything to the contrary in this Agreement, if Vertex does not exercise its Additional Target Option to add the Reserved Target as an Additional Target prior to the Reserved Target Outside Date, such Reserved Target will no longer be a Reserved Target or a Collaboration Target effective upon the date that the Parties mutually agree to remove such Reserved Target, provided that Vertex may still exercise the Additional Target Option for such former Reserved Target during the Additional Target Option Period, subject to the procedures set forth in Section 2.3.2 (B) all for clarity, as long as such former Reserved Targets that do Target does not become Designated Targets will be released from an Unavailable Target). If Vertex exercises the Additional Target Option to add Target(s) that are not the Reserved Target List and no longer be Reserved Targets or Collaboration Targets effective upon as the earliest of (1) the end of the Substitution PeriodAdditional Target, (2) the date of its removal from then the Reserved Target List, and (3) the expiration or termination of the Research Term, and (C) will cease to be a Reserved Target effective as of the date that exercise of the clause (A) or (B) applies with respect to a given Reserved Target, (x) the license grants in Sections 7.1(a) and 7.3 and (y) the exclusivity in Article 11, in each case ((x)-(y)) shall terminate with respect to such Reserved TargetAdditional Target Option.