Common use of Reverted Targets; Reverted Target Exclusivity Clause in Contracts

Reverted Targets; Reverted Target Exclusivity. (1) In the event that, (A): (a) at the time FivePrime presents a Target as a Hit to GSK, GSK was conducting research, development and/or commercialization activities with respect to such Target on its own as part of an internal program or in collaboration with a Third Party for an indication other than the Research Indication for which such Hit was identified by FivePrime under the Research Program, and (b) GSK elects not to further evaluate such Hit, under the Research Program, and GSK so notifies FivePrime in writing of such election within *** Business Days after FivePrime presents such Hit to GSK, including a statement regarding the existence of the criteria set forth in Section 4.4.5(d)(ii)(1)(a) above, or (B) GSK elects not to exercise its Claiming Option or Selection Option with respect to an Offered Hit or Claimed Target, as applicable, in the case of (A) and (B), such Offered Hit or Claimed Target, as applicable shall be deemed a Reverted Target as provided in Section 3.4.1(b), Section 3.4.2(b)(i) or Section 3.4.4(a). (2) Subject to Section 4.4.5(d)(ii)(4), GSK agrees that it shall not, and shall cause its Affiliates not to, conduct on its or their own (or grant licenses to a Third Party to do so) any research or development activities with respect to any Reverted Target in the Research Indication for which such Target was reverted (the “Reverted Target Research Indication”) from the date such Target becomes a Reverted Target until the *** anniversary thereof (the “GSK Reverted Target Exclusivity Period”). For the avoidance the doubt, during the GSK Reverted Target Exclusivity Period, GSK and its Affiliates may, on its or their own, conduct any internal research or development activities with respect to any Reverted Target for indications other than the Reverted Target Research Indication. FivePrime may research and develop such Reverted Target for any indication (including the Reverted Target Research Indication) in connection with a FivePrime internal program during the Research Program Term, but shall not license to a Third Party any rights with respect to such Reverted Target in the Reverted Target Research Indication until the expiration of the Research Program Term (the “FivePrime Reverted Target Exclusivity Period”). Notwithstanding the foregoing and subject to Sections 3.4.1(d)(i)(6), 4.4.3, 4.4.5 and 4.5, during the Research Program Term, FivePrime and its Affiliates shall have the right to grant unencumbered rights without field limitation to existing or future Third Party collaborators with respect to each such Reverted Target and associated Compounds and Biologics in connection with Third Party collaborations, so long as such Third Party collaborations are intended for indications other than the Reverted Target Research Indication, provided that, during the Research Program Term, FivePrime does not share with such Third Party collaborator the Know-How generated in any Screening Assays conducted under the Research Program with respect to such Reverted Target, or disclose to such Third Party the relevance of such Reverted Target in the Reverted Target Research Indication. (3) If, after the expiration of the GSK Reverted Target Exclusivity Period, GSK on its own or with a Third Party desires to develop and commercialize any Biologic and/or Compound with respect to the Reverted Target in the Reverted Target Research Indication (a “GSK Reverted Target Product”) and in connection therewith, desires to obtain a license from FivePrime under the FivePrime Collaboration Patent Rights, FivePrime Collaboration Know-How, FivePrime Background Patent Rights and FivePrime Background Know-How Controlled by FivePrime at the time such Target becomes a Reverted Target, and any other Patents and Know-How Controlled by FivePrime, then GSK shall notify FivePrime and the Parties shall promptly thereafter in good faith negotiate the terms for a non-exclusive, worldwide, sublicenseable (with the right to grant further sublicenses) license, under all FivePrime Collaboration Patent Rights, FivePrime Collaboration Know-How and FivePrime Background Patent Rights Controlled by FivePrime at the time such Target becomes a Reverted Target, solely for GSK to manufacture, use, offer for sale, sell, or import such GSK Reverted Target Product in such Reverted Target Research Indication. For the avoidance of doubt, after the expiration of the GSK Reverted Target Exclusivity Period and in the event GSK does not obtain the licenses as set forth in this Section 4.4.5(d)(ii)(3), GSK on its own or with a Third Party may nonetheless develop and/or commercialize any Reverted Target Product; provided, however, that such development and commercialization does not use any FivePrime Collaboration Patent Rights, FivePrime Collaboration Know-How, FivePrime Background Patent Rights or FivePrime Background Know-How. (4) In the event that a Third Party presents an opportunity to GSK with respect to (i) a Target that has been deemed a Reverted Target pursuant to this Agreement and (ii) such Third Party opportunity is in the Reverted Target Research Indication, then GSK shall be free to pursue such Third Party opportunity and may research, develop, validate, commercialize or undertake any other activities with respect to such Reverted Target for all indications including the Reverted Target Research Indication in connection with the Third Party opportunity, either alone or in collaboration with such Third Party, in GSK’s sole discretion and without any further obligations, including payment obligations, of any kind to FivePrime; provided, however, that GSK (A) shall not obtain the right to such product opportunity, or undertake any research, development, validation or commercialization activities regarding such Reserved Target for a Reserved Target Research Indication with respect to such Third Party opportunity until the later of (1) the expiration of the applicable Research Program Term; or (2) the *** anniversary of the date when such Target becomes a Reverted Target, and (B) shall not use any FivePrime Background Know-How, FivePrime Collaboration Know-How, FivePrime Background Patent Rights or FivePrime Collaboration Patent Rights in connection with the pursuit of such Third Party opportunity, and shall not incorporate any FivePrime Know-How into any products developed or commercialized by GSK with respect to such Third Party opportunity.

Reverted Targets; Reverted Target Exclusivity. (1) In the event that, that (A): (ai) at the time FivePrime presents a Target as a Hit to GSK, GSK was conducting research, development and/or or commercialization activities with respect to such Target on its own as part of an internal program or in collaboration with a Third Party for an indication other than the Research Indication for which such Hit was identified by FivePrime under the Research Program***, and (bii) GSK elects not to further evaluate such Hit, under the Research Program, and GSK so notifies FivePrime in writing of such election within *** Business Days after FivePrime presents such Hit to GSK, including a statement regarding the existence of the criteria set forth in Section 4.4.5(d)(ii)(1)(a4.4.5(c)(ii)(1)(A)(i) above, or (B) GSK elects not to exercise its Claiming Option or Selection Option with respect to an Offered Hit or Claimed Target, or (C) GSK terminates a GSK Alternative Committed Lead Target, as applicable, in the case of (A) and ), (B), and (C), such Offered Hit or Hit, Claimed Target, or Committed Lead Target for which such GSK Alternative Committed Lead Target was substituted, as applicable shall be deemed a Reverted Target as provided in and subject to Section 3.4.1(b), Section 3.4.2(b)(i), Section 3.4.4(a), Section 3.4.4(c) or Section 3.4.4(a3.4.4(e). (2) Subject to Section 4.4.5(d)(ii)(44.4.5(c)(ii)(4), GSK agrees that it shall not, and shall cause its Affiliates not to, conduct on its or their own (or grant licenses to a Third Party to do so) any research or development activities with respect to any Reverted Target in the Research Indication for which such Target was reverted (the “Reverted Target Research Indication”) *** from the date such Target becomes a Reverted Target until the *** anniversary thereof (the “GSK Reverted Target Exclusivity Period”). For the avoidance the of doubt, during the GSK Reverted Target Exclusivity Period, GSK and its Affiliates may, on its or their own, conduct any internal research or development activities with respect to any Reverted Target for indications other than the ***. FivePrime agrees that it shall not conduct on its own (or grant licenses to a Third Party to do so) any research or development activities *** with respect to any Clinical Lead Target that becomes a Reverted Target Research Indicationas a result of a Track 2 Substitution in accordance with Section 5.1.2(a)(ii). FivePrime may research and develop such any other Reverted Target Targets for any indication (including the Reverted Target Research Indication) *** in connection with a FivePrime internal program during the Research Program Term, but shall not license to a Third Party any rights with respect to such Reverted Target in the Reverted Target Research Indication *** until the expiration of the Research Program Term or, if a Clinical Lead Target became a Reverted Target pursuant to Section 5.1.2(a)(ii) during Track 2 Development of such Clinical Lead Target, then for *** after such Clinical Lead Target became a Reverted Target (the “FivePrime Reverted Target Exclusivity Period”). Notwithstanding the foregoing and subject to Sections 3.4.1(d)(i)(6), 4.4.3, 4.4.5 and 4.5, during the Research Program Term, FivePrime and its Affiliates shall have the right to grant unencumbered rights without field limitation to existing or future Third Party collaborators with respect to each such Reverted Target and associated Compounds and Biologics in connection with Third Party collaborations, so long as such Third Party collaborations are intended for indications other than the Reverted Target Research Indication, provided that, during the Research Program Term, FivePrime does not share with such Third Party collaborator the Know-How generated in any Screening Assays conducted under the Research Program with respect to such Reverted Target, or disclose to such Third Party the relevance of such Reverted Target in the Reverted Target Research Indication. (3) If, after the expiration of the GSK Reverted Target Exclusivity Period, GSK on its own or with a Third Party desires to develop and commercialize any Biologic and/or Compound with respect to the Reverted Target in the Reverted Target Research Indication (a “GSK Reverted Target Product”) and in connection therewith, desires to obtain a license from FivePrime under the FivePrime Collaboration Patent Rights, FivePrime Collaboration Know-How, FivePrime Background Patent Rights and FivePrime Background Know-How Controlled by FivePrime at the time such Target becomes a Reverted Target, and any other Patents and Know-How Controlled by FivePrime, then GSK shall notify FivePrime and the Parties shall promptly thereafter in good faith negotiate the terms for a non-exclusive, worldwide, sublicenseable (with the right to grant further sublicenses) license, under all FivePrime Collaboration Patent Rights, FivePrime Collaboration Know-How and FivePrime Background Patent Rights Controlled by FivePrime at the time such Target becomes a Reverted Target, solely for GSK to manufacture, use, offer for sale, sell, or import such GSK Reverted Target Product in such Reverted Target Research Indication. For the avoidance of doubt, after the expiration of the GSK Reverted Target Exclusivity Period and in the event GSK does not obtain the licenses as set forth in this Section 4.4.5(d)(ii)(3), GSK on its own or with a Third Party may nonetheless develop and/or commercialize any Reverted Target Product; provided, however, that such development and commercialization does not use any FivePrime Collaboration Patent Rights, FivePrime Collaboration Know-How, FivePrime Background Patent Rights or FivePrime Background Know-How. (4) In the event that a Third Party presents an opportunity to GSK with respect to (i) a Target that has been deemed a Reverted Target pursuant to this Agreement and (ii) such Third Party opportunity is in the Reverted Target Research Indication, then GSK shall be free to pursue such Third Party opportunity and may research, develop, validate, commercialize or undertake any other activities with respect to such Reverted Target for all indications including the Reverted Target Research Indication in connection with the Third Party opportunity, either alone or in collaboration with such Third Party, in GSK’s sole discretion and without any further obligations, including payment obligations, of any kind to FivePrime; provided, however, that GSK (A) shall not obtain the right to such product opportunity, or undertake any research, development, validation or commercialization activities regarding such Reserved Target for a Reserved Target Research Indication with respect to such Third Party opportunity until the later of (1) the expiration of the applicable Research Program Term; or (2) the *** anniversary of the date when such Target becomes a Reverted Target, and (B) shall not use any FivePrime Background Know-How, FivePrime Collaboration Know-How, FivePrime Background Patent Rights or FivePrime Collaboration Patent Rights in connection with the pursuit of such Third Party opportunity, and shall not incorporate any FivePrime Know-How into any products developed or commercialized by GSK with respect to such Third Party opportunity.and