Common use of Reserved Targets Clause in Contracts

Reserved Targets. During the period prior to the [***] anniversary of the Effective Date and prior to selection of [***] Additional Targets, BMS shall have the right to designate a total of up to [***] Targets as reserved Targets (each, a “Reserved Target”) in accordance with this Section 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 [***] as 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 in a Target 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 from [***] until the earlier of (i) the date that is [***] after the date of such Target Availability Notice or (ii) BMS’ selection of Additional Targets as provided above (the “Reservation Period”). [***]. For clarity, upon expiration of the Reservation Period with respect to each Reserved Target [***] and, in any event, upon BMS’ selection of [***] Additional Targets, regardless of whether such Additional Target(s) were Reserved Targets, each Reserved Target [***] shall cease to be a Reserved Target, each such Target shall be deemed a Terminated Target, and the terms of Section 5.6 shall no longer apply to such Target.

Reserved Targets. During the period prior The Parties will select certain gene targets to the [***] anniversary of the Effective Date and prior to selection of [***] Additional Targets, BMS shall have the right to designate a total of up to [***] Targets as be reserved Targets (eacheach such reserved gene target, a “Reserved Target”) in accordance with for potential selection as Oncology Targets under this Section 2.3.2 and Agreement according to 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 schedule: (a) Within [***] as follows: (a) upon selection after the Effective Date, ▇▇▇▇ and AstraZeneca will mutually agree on a pool of the [***] Additional oncology gene targets to be reserved for selection of the first Oncology Target by BMS under this Agreement; (regardless of whether such Additional Target is a Reserved Target), the maximum number of Reserved Targets shall be b) Within [***] after the Effective Date, ▇▇▇▇ and AstraZeneca will mutually agree on a second pool of [***] oncology gene targets to be reserved for selection of the second Oncology Target under this Agreement; and (c) Within [***] after the Effective Date, ▇▇▇▇ and AstraZeneca will mutually agree on a third pool of [***] oncology gene targets to be reserved for selection of the third Oncology Target under this Agreement. As part of the process for determining which gene targets will be reserved as Reserved Targets for potential selection as Oncology Targets, during the relevant time periods described above during which the Parties will consider gene targets to be Reserved Targets, AstraZeneca will inform ▇▇▇▇ (A) if BMS had previously designated any of AstraZeneca’s JSC or JPC members have knowledge (without conducting any additional investigation) of any additional Third Party licenses or other intellectual property rights that AstraZeneca requires in order for AstraZeneca to conduct its obligations under the Collaboration Plans if such Reserved Target was selected as an Oncology Target, and (B) if any Patent Rights comprised in AstraZeneca Background IP relate to any proposed gene targets, and whether AstraZeneca has the ability to grant a license or sublicense hereunder to such Patent Rights without violating the terms of any agreement with any Third Party. If AstraZeneca reports any of the conditions set forth in (A) or (B) of this Section 3.3.5(c) exist, then unless otherwise agreed by the Parties, such gene target will not be reserved as a Reserved Target for potential selection as an Oncology Target. Within [***] days after the Parties agree upon each pool of [***] Reserved Targets, then, immediately upon receipt Isis will inform AstraZeneca of the Target Availability Notice confirming such Additional Target is Available in accordance with Section 2.3.3, BMS shall provide written notice any known encumbrances related to the Gatekeeper and to MTEM identifying which of the previously designated Reserved Targets will cease under any Third Party agreement 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 which Isis or its Affiliate is a Reserved Target)party, including any payment obligations such as milestone and royalty payments (such encumbrances for which AstraZeneca is so notified, 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 in a Target 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 from [***] until the earlier of (i) the date that is [***] after the date of such Target Availability Notice or (ii) BMS’ selection of Additional Targets as provided above (the “Reservation PeriodEncumbrances”). [***]. For clarity, upon expiration The JSC will maintain the list of Reserved Targets and will attach to the minutes of the Reservation Period with respect JSC meeting any changes to each Reserved Target [***] and, in any event, upon BMS’ selection such list of [***] Additional Targets, regardless of whether such Additional Target(s) were Reserved Targets, each Reserved Target [***] shall cease to be a Reserved Target, each such Target shall be deemed a Terminated Target, and the terms of Section 5.6 shall no longer apply to such Target.

Reserved Targets. During (i) Attached as Exhibit H is a list of Targets that BMS may select as Additional Targets or as Replacement Targets (such list, the period prior “Reserved Target List” and each Target on the Reserved Target List, a “Reserved Target”). BMS may change the listed Reserved Targets at any time during the Research Term in accordance with and subject to the [***] anniversary of the Effective Date and prior to selection of [***] Additional Targets, BMS shall have the right to designate a total of Target Review Process as set forth below. (ii) The Reserved Target list can include up to [****] Targets as reserved Targets (each, a “Reserved Target”) in accordance with this Section 2.3.2 and the gatekeeper process set forth in Section 2.3.3Targets. The maximum number of Reserved Targets shall decrease following the selection of each Additional Target [****] as follows: (a) upon selection months after the Effective Date, the Reserved Target List will be reduced to [****] targets, and if there are more than [****] Reserved Targets on the Reserved Target List, BMS shall notify Exscientia in writing 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 that will be removed from 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 list on or prior 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 in a Target 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 from [***] until the earlier of (i) the date that is [****] months after the date of such Target Availability Notice or (ii) BMS’ selection of Additional Targets as provided above (the “Reservation Period”)Effective Date. [***]. For clarity*] months after the Effective Date, upon expiration of the Reservation Period with respect to each Reserved Target List will be reduced to [****] andtargets, in any event, upon BMS’ selection of and if there are [****] Additional Targets, regardless of whether such Additional Target(s) were Reserved Targets, each Targets on the Reserved Target List, BMS shall notify Exscientia in writing of the [****] that will be removed from the Reserved Target list on or prior to the date that is [****] after the Effective Date. Notwithstanding the preceding sentence, all Reserved Targets will be released, and such Targets shall cease no longer be Reserved Targets for purposes of this Agreement, upon the first to be occur of (a) the start of a Clinical Trial associated with the third Collaboration Target, (b) the replacement of each of the Initial Collaboration Targets, and if applicable, any Additional Target, with a Replacement Target, or (c) the end of the Research Term. (iii) From the date on which a Target becomes a Reserved Target Exscientia agrees that it shall not initiate an internal program or initiate or undertake discussions with any Third Party regarding a collaboration with respect to such Reserved Target (accordingly, such Reserved Target shall not become an Excluded Target, except as described below). However, if, during the time a Target is a Reserved Target, each a Third Party approaches Exscientia on such Target shall be deemed Third Party’s own initiative to enter into a Terminated commercial research collaboration on such Reserved Target, then BMS will have thirty [****] either to (a) promote such Reserved Target to an Additional Target (subject to the limitation in Section 3.3(a)) or (b) remove such Reserved Target from the Reserved Target list irrevocably. In the event of such a removal of a Reserved Target from the Reserved Target List, BMS will have up to [****] to add an additional Reserved Target in accordance with and subject to the terms of Section 5.6 shall no longer apply to such TargetTarget Review Process as set forth below. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Reserved Targets. During At any time during the period prior to between the Effective Date and the [***] anniversary of the Effective Date and prior to selection Vertex’s exercise of [***] the Additional TargetsTarget Option, BMS shall have the right subject to Section 2.3.2, Vertex may designate a total of up to [***] Targets single Target as reserved Targets for the Additional Target Option (each, a the “Reserved Target”) in accordance with this Section 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 [***] as 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 providing written notice to the Gatekeeper and to MTEM identifying which of (the previously designated Reserved Targets will cease to be a “Reserved Target (andNotice”), thereafter, such which Reserved Target Notice will be deemed a Terminated Target); and (b) upon selection of identify the [***] Additional Target by BMS (regardless of whether such Additional Target is a proposed Reserved Target). In such event, unless the remaining Target(s) applicable Target Availability Notice delivered by the Gatekeeper pursuant to Section 2.3.2 states 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 in a is an Unavailable Target, such proposed Reserved Target Nomination Notice is Available, as determined in accordance with the gatekeeper process set forth in Section 2.3.3, then such Target shall will automatically be designated as a the Reserved Target from [***] until the earlier as of (i) the date that is [***] after the date of such Gatekeeper identifies the Reserved Target in the Target Availability Notice or provided to the Parties pursuant to Section 2.3.2 (ii) BMS’ selection of Additional Targets as provided above (such date, the “Reservation PeriodReserved Target Designation Date”). [***]. 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, upon expiration of such proposed other Target will automatically be designated as the Reservation Period with respect to each Reserved Target, and the Target formerly designated as the Reserved Target will no longer be the 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 [***] and]. 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, 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 any eventSection 2.3.2 (for clarity, upon BMS’ selection of [***] as long as such former Reserved Target does not become an Unavailable Target). If Vertex exercises the Additional Targets, regardless of whether such Additional Target Option to add Target(s) were Reserved Targets, each that are not the Reserved Target [***] shall as the Additional Target, then the Reserved Target will cease to be a Reserved Target, each such Target shall be deemed a Terminated Target, and effective as of the terms exercise of Section 5.6 shall no longer apply to such Targetthe Additional Target Option.

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 period prior 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 [***] anniversary of the Effective Date and prior to selection of [***] Additional Targets, BMS shall have the right to designate a total of up to [***] Targets as reserved Targets (each, a “Reserved Target”) in accordance with this Section 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 [***] as 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)at any given time; and (b) upon selection 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 [***] Additional Target by BMS (regardless of whether such Additional Target is JSC and will not require a Reserved Target)separate amendment to this Agreement. Notwithstanding the foregoing, 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 in a Target 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 from [***] until the earlier of (i) the date that is [***] after the date of such Target Availability Notice or (ii) BMS’ selection of Additional Targets as provided above (the “Reservation Period”). [***]. 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 expiration 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 Reservation Period 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 Target. (ii) During the Substitution Period, the Parties acknowledge and agree that Schrödinger shall be entitled, at its election and at its sole cost and expense, to conduct or, subject to Section 3.12, have conducted by a Third Party under and in furtherance of this Agreement in silico, in vitro and in vivo discovery and research activities (1) to validate any Reserved Target(s), and (2) [***] and(collectively, in any event, upon BMS’ selection of [***] Additional Targets, regardless of whether such Additional Target(s) were Reserved Targets, each “Permitted Reserved Target [***] Activities”). In the event that Schrödinger elects to conduct any Permitted Reserved Target Activities, then Schrödinger shall cease provide to be a BMS (via the JSC) periodic updates regarding the Permitted Reserved Target, each such Target shall be deemed a Terminated Target, and the terms of Section 5.6 shall no longer apply to such TargetActivities.

Reserved Targets. During the period prior The Parties will select certain gene targets to the [***] anniversary of the Effective Date and prior to selection of [***] Additional Targets, BMS shall have the right to designate a total of up to [***] Targets as be reserved Targets (eacheach such reserved gene target, a “Reserved Target”) in accordance with for potential selection as Oncology Targets under this Section 2.3.2 and Agreement according to 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 schedule: (a) Within [***] as follows: (a) upon selection after the Effective Date, Isis and AstraZeneca will mutually agree on a pool of the [***] Additional oncology gene targets to be reserved for selection of the first Oncology Target by BMS under this Agreement; (regardless of whether such Additional Target is a Reserved Target), the maximum number of Reserved Targets shall be b) Within [***] after the Effective Date, Isis and AstraZeneca will mutually agree on a second pool of [***] oncology gene targets to be reserved for selection of the second Oncology Target under this Agreement; and (c) Within [***] after the Effective Date, Isis and AstraZeneca will mutually agree on a third pool of [***] oncology gene targets to be reserved for selection of the third Oncology Target under this Agreement. As part of the process for determining which gene targets will be reserved as Reserved Targets for potential selection as Oncology Targets, during the relevant time periods described above during which the Parties will consider gene targets to be Reserved Targets, AstraZeneca will inform Isis (A) if BMS had previously designated any of AstraZeneca’s JSC or JPC members have knowledge (without conducting any additional investigation) of any additional Third Party licenses or other intellectual property rights that AstraZeneca requires in order for AstraZeneca to conduct its obligations under the Collaboration Plans if such Reserved Target was selected as an Oncology Target, and (B) if any Patent Rights comprised in AstraZeneca Background IP relate to any proposed gene targets, and whether AstraZeneca has the ability to grant a license or sublicense hereunder to such Patent Rights without violating the terms of any agreement with any Third Party. If AstraZeneca reports any of the conditions set forth in (A) or (B) of this Section 3.3.5(c) exist, then unless otherwise agreed by the Parties, such gene target will not be reserved as a Reserved Target for potential selection as an Oncology Target. Within [***] days after the Parties agree upon each pool of [***] Reserved Targets, then, immediately upon receipt Isis will inform AstraZeneca of the Target Availability Notice confirming such Additional Target is Available in accordance with Section 2.3.3, BMS shall provide written notice any known encumbrances related to the Gatekeeper and to MTEM identifying which of the previously designated Reserved Targets will cease under any Third Party agreement 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 which Isis or its Affiliate is a Reserved Target)party, including any payment obligations such as milestone and royalty payments (such encumbrances for which AstraZeneca is so notified, 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 in a Target 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 from [***] until the earlier of (i) the date that is [***] after the date of such Target Availability Notice or (ii) BMS’ selection of Additional Targets as provided above (the “Reservation PeriodEncumbrances”). [***]. For clarity, upon expiration The JSC will maintain the list of Reserved Targets and will attach to the minutes of the Reservation Period with respect JSC meeting any changes to each Reserved Target [***] and, in any event, upon BMS’ selection such list of [***] Additional Targets, regardless of whether such Additional Target(s) were Reserved Targets, each Reserved Target [***] shall cease to be a Reserved Target, each such Target shall be deemed a Terminated Target, and the terms of Section 5.6 shall no longer apply to such Target.