Common use of Selection of Claimed Targets Clause in Contracts

Selection of Claimed Targets. i) During the period commencing on the date on which FivePrime has delivered all Offered Hit Data with respect to an Offered Hit and continuing for *** days thereafter (the “Claiming Option Period”), GSK shall have an exclusive option (even as to FivePrime) to select such Offered Hit for evaluation and further development (each such option, a “Claiming Option”). GSK shall have the right, but not the obligation, to exercise its Claiming Option prior to the expiration of the Claiming Option Period by providing written notice to FivePrime. Upon FivePrime’s receipt of such written notice from GSK that it is exercising its Claiming Option for such Offered Hit, such Offered Hit shall be deemed to be and designated as a Claimed Target under this Agreement. GSK shall, in the event it exercises the Claiming Option with respect to such Offered Hit, pay FivePrime the Claiming Fee as set forth in Section 6.3.1. If (A) prior to the expiration of the Claiming Option Period, GSK notifies FivePrime that it is not exercising its Claiming Option with respect to a particular Offered Hit, or (B) GSK does not exercise its Claiming Option with respect to a particular Offered Hit by providing FivePrime with written notification prior to the expiration of the Claiming Option Period, then in each case of (A) and (B), such Offered Hit shall cease to be an Offered Hit and shall become a Reverted Target. If an Offered Hit becomes a Claimed Target in accordance with this Section 3.4.2(b)(i) but later GSK fails to pay FivePrime any Claiming Fee due with respect to such Claimed Target in accordance with Section 6.3.1, then such Claimed Target shall thereupon cease to be a Claimed Target and shall be deemed to be a Reverted Target effective retroactively as of the date of GSK’s exercise of the Claiming Option with respect to such Claimed Target. The collection of all Claimed Targets at any given time from a particular Screening Assay shall be deemed the “Claimed Targets Basket” for such Screening Assay. ii) The Parties anticipate that the *** of the Offered Hits will be Targets for which Biologics may be developed as suitable pharmaceutical agents (such Offered Hits, the “Biologics Targets”). The Parties also acknowledge that it is possible that the only conceivable therapeutic agents for certain Offered Hits are Compounds (such Offered Hits, the “Compound Targets”). For each Offered Hit that GSK informs FivePrime that it wishes to elect as a Claimed Target, the JSC shall make the determination as to whether such Offered Hit is a Biologics Target or Compound Target. In the event the JSC cannot agree on whether an Offered Hit is a Biologics Target or Compound Target, GSK’s representatives on the JSC shall have the final authority to make such determination, provided that such GSK representatives shall make such final determination in good faith, and in any event not solely on the basis of differences in the length of the Option Periods and/or the amount of Election Fees between Biologics Targets and Compound Targets. iii) GSK will bear all costs associated with its internal evaluation of the Offered Hits Data with respect to any Offered Hits and the Claimed Targets, and FivePrime will bear its costs associated with work on Claimed Targets as defined under the Research Plan and/or as approved by the JSC, subject to Section 6.2.

Selection of Claimed Targets. i) During the period commencing on the date on which FivePrime has delivered all Offered Hit Data with respect to an Offered Hit and continuing for *** days thereafter (the “Claiming Option Period”), GSK shall have an exclusive option (even as to FivePrime) to select or decline such Offered Hit for evaluation and further development (each such option, a “Claiming Option”). GSK may alternatively elect to exercise its Claiming Option with respect to a GSK Alternative Target in lieu of such Offered Hit. GSK shall have the right, but not the obligation, to exercise its Claiming Option prior to the expiration of the Claiming Option Period by providing written notice to FivePrime. Upon FivePrime’s receipt of such written notice from GSK that it is exercising its Claiming Option for such Offered HitHit or GSK Alternative Target, such Offered Hit or GSK Alternative Target shall be deemed to be and designated as a Claimed Target or GSK Alternative Target, as applicable, under this Agreement. Notwithstanding the foregoing and subject to Section 3.4.1(d), GSK shall not have the right to exercise its Claiming Option with respect to any GSK Alternative Target if such GSK Alternative Target is a Reserved Target or Third Party Target. GSK shall, in the event it exercises the Claiming Option with respect to such Offered HitHit or GSK Alternative Target, pay FivePrime the Claiming Fee as set forth in Section 6.3.1. If (A) prior to the expiration of the Claiming Option Period, GSK notifies FivePrime that it is not exercising its Claiming Option with respect to a particular Offered Hit or any GSK Alternative Target in lieu of such Offered Hit, or (B) GSK does not exercise its Claiming Option with respect to a particular Offered Hit or any GSK Alternative Target in lieu of such Offered Hit by providing FivePrime with written notification prior to the expiration of the Claiming Option Period, then in each case of (A) and (B), such Offered Hit shall cease to be an Offered Hit and such Offered Hit shall become a Reverted Target. If during the Claiming Option Period for a particular Offered Hit GSK elects to exercise its Claiming Option with respect to a GSK Alternative Target in lieu of such Offered Hit, such Offered Hit shall not become a Reverted Target, but shall instead remain subject to GSK’s exclusive option until such time as GSK either exercises or declines its Selection Option with respect to such GSK Alternative Target. If GSK exercises its Selection Option with respect to such GSK Alternative Target, such Offered Hit shall be included in the licenses granted to GSK in accordance with Section 4.1. If GSK declines to exercise its Selection Option with respect to such GSK Alternative Target, such Offered Hit shall, at the expiration of the relevant Selection Option Period, be deemed a Reverted Target. If an Offered Hit becomes a Claimed Target in accordance with this Section 3.4.2(b)(i) but later GSK fails to pay FivePrime any Claiming Fee due with respect to such Claimed Target in accordance with Section 6.3.1, then such Claimed Target shall thereupon cease to be a Claimed Target and shall be deemed to be a Reverted Target effective retroactively as of the date of GSK’s exercise of the Claiming Option with respect to such Claimed Target. The collection collection, collectively at any given time, of all Claimed Targets at any given time from a particular Screening Assay and GSK Alternative Targets selected with respect thereto, shall be deemed the “Claimed Targets Basket” for such Screening Assay. ii) The Parties anticipate that the *** of the Offered Hits will be Targets for which Biologics may be developed as suitable pharmaceutical agents (such Offered Hits, the “Biologics Targets”). The Parties also acknowledge that it is possible that the only conceivable therapeutic agents for certain Offered Hits are Compounds (such Offered Hits, the “Compound Targets”). For Subject to Section 3.4.4(e), for each Offered Hit that GSK informs FivePrime that it wishes to elect as a Claimed Target, the JSC shall make the determination as to whether such Offered Hit is a Biologics Target or Compound Target. In the event the JSC cannot agree on whether an Offered Hit is a Biologics Target or Compound Target, GSK’s representatives on the JSC shall have the final authority to make such determination, provided that such GSK representatives shall make such final determination in good faith, and in any event not solely on the basis of differences in the length of the Option Periods and/or or the amount of Election Fees between Biologics Targets and Compound Targets. Notwithstanding the foregoing, the Parties agree that all GSK Alternative Targets and GSK Alternative Committed Lead Targets developed hereunder by GSK shall be developed as Compound Targets and GSK shall not have the right to develop any Biologic direct to or against, or that incorporates or is derived directly from, any GSK Alternative Target or GSK Alternative Committed Lead Target in Respiratory Disease. iii) GSK will bear all costs associated with its internal evaluation of the Offered Hits Data with respect to any Offered Hits Hits, Claimed Targets, and the Claimed GSK Alternative Targets, and FivePrime will bear its costs associated with work on Claimed Targets as defined under the Research Plan and/or or as approved by the JSC, subject to Section 6.2.