Target Nomination Sample Clauses

Target Nomination. For a period of [***] after the Effective Date (the “Target Nomination Period”), the Parties may mutually agree to name additional Targets in the Research Collaboration as a Collaboration Target, provided that [***] would be designated as Collaboration Targets in the Research Collaboration at any given time (i.e., a Collaboration Target must be removed from Exhibit A, and shall thereafter no longer constitute a “Collaboration Target,” in order for a Target to be added to Exhibit A as an Additional Collaboration Target, and all rights and obligations of the Parties to such removed Target shall terminate). If [***], such Target shall not be included as an “Additional Collaboration Target” under this Agreement. Additional Collaboration Targets will be added to Exhibit A by way of an amendment to this Agreement.
Sample 1
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Target Nomination. Subject to this ARTICLE 2, AbbVie has the right to select a total of up to two (2) Targets as Accepted Targets under this Agreement for purposes of Development and Commercialization of AbbVie Probodies, Discovery PDCs and Licensed Products. The first such Target must be initially nominated by AbbVie no later than the [***] anniversary of the Effective Date and the second such Target must initially be nominated by AbbVie no later than [***] following the Effective Date.
Sample 1
Target Nomination. 2.1.1 Subject to this ARTICLE 2, AbbVie has the right to select a total of up to two (2) TCR Targets as Accepted Targets under this Agreement for purposes of Development and Commercialization of Discovery T-Cell Receptor Constructs and Licensed Products. The first such TCR Target must be initially nominated by AbbVie no later than [***] following the Effective Date and the second such TCR Target must initially be nominated by AbbVie no later than [***] following the Effective Date. [***]. 2.1.2 Licensor shall maintain an up-to-date list of unavailable Therapeutic Targets (collectively, “Unavailable Targets”). As of the Effective Date, such Unavailable Targets include those Therapeutic Targets in Schedule 2.1.2. The list of Unavailable Targets shall be limited to (a) Therapeutic Targets [***] with respect to [***], (b) Therapeutic Targets covered by [***] or (c) Therapeutic Targets that are the [***] such Therapeutic Target, provided, however, that such Therapeutic Target may [***], not to exceed: (i) [***], if Licensor and such [***] or (ii) [***] if Licensor and [***], provided, that, such [***]. In addition, if Licensor [***], in each such case (clauses (A) through (C)) with respect to a [***], then the Therapeutic Target [***] shall be deemed to be an Unavailable Target. The identity of the Unavailable Targets is deemed to be the Confidential Information of Licensor. 2.1.3 To nominate a TCR Target as an Accepted Target, AbbVie shall provide Licensor with a confidential written description of the Therapeutic Target (the “Nominated Target”) corresponding to such TCR Target, including, to the extent available, the NCBI Entrez Gene Symbol and NCBI RefSeq accession number and the amino acid sequence for such Therapeutic Target (the “Target Nomination Notice”). Within [***] following the Licensor’s receipt of the Target Nomination Notice with respect to a Nominated Target, Licensor shall verify whether such Nominated Target is on the list of Unavailable Targets and notify AbbVie in writing (“Target Availability Notice”) whether such proposed Nominated Target is or is not on the Unavailable Target list. If the Target Availability Notice indicates that the Nominated Target is not on the Unavailable Target list, then the TCR Target corresponding to such Nominated Target shall automatically be designated as an “Accepted Target” on the date of AbbVie’s receipt of the Target Availability Notice (the “Target Acceptance Date”), and the Parties will have all rights an...
Sample 1
Target Nomination. AbbVie has the right to select, in its sole discretion, a total of up to two (2) TCR Targets and six (6) TCR/Antibody Targets as Accepted Targets under this Agreement, in each case, as set forth in the remainder of this Section 2.1.1.
Sample 1
Target Nomination. 2.2.1. During the period beginning at the Effective Date and ending on the [***] anniversary thereof (the “Nomination Period”), AstraZeneca may nominate any of the molecular targets identified in Appendix 1 (collectively, as may be updated pursuant to Section 2.2.4, the “Combination Collaboration Target Pool”) to be the subject of pre-clinical studies carried out in accordance with Section 2.3 by providing written notice to Fusion of such nomination (a “Nomination Notice”). AstraZeneca may deliver the first Nomination Notice at any time within [***] after the Effective Date, and thereafter each additional Nomination Notice shall be delivered at least [***] prior to each anniversary of the Effective Date. Unless the Parties agree otherwise, until five (5) Combination Collaboration Targets have been nominated, AstraZeneca shall nominate at least [***] and not more than [***] molecular targets in each of the [***] comprising the Nomination Period; provided, that such obligation for AstraZeneca to nominate at least [***] Combination Collaboration Target shall not apply in the event a Phase 1 Study of FPI1434 identifies toxicities making it unsuited for combination with compounds in the AstraZeneca Pipeline. 2.2.2. AstraZeneca shall be permitted to nominate up to, but not more than, five (5) Combination Collaboration Targets pursuant to Section 2.2.1. 2.2.3. For the avoidance of doubt, AstraZeneca shall be permitted to list a specific combination of [***] molecular targets as a target in the Combination Collaboration Target Pool however, if nominated as a combination, each of the constituent molecular targets in the combination will not be reserved as individual targets in the Combination Collaboration Target Pool unless AstraZeneca elects to also separately nominate the constituent molecular targets as targets in the Combination Collaboration Target Pool.
Sample 1
Target Nomination. The Parties shall collaborate with respect to the performance of two (2) Target Program Plans. Subject to the remainder of this Section 4.2(a), during the Target Selection Term, Exelixis shall nominate Targets as Collaboration Targets as described in this Section 4.2 until one (1) further Target in addition to the Initial Target has been designated as a Collaboration Target under this Agreement.
Sample 1
Target Nomination 
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Related to Target Nomination

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Nomination The Allottee admits and accepts that before the execution and registration of conveyance deed of the Apartment, the Allottee will be entitled to nominate, assign and/or transfer the Allottee’s right, title, interest and obligations under this Agreement on payment of 2% (two percent) of the market price prevailing at that time (to be determined by the Promoter) as nomination charge to the Promoter subject to the covenant by the nominee that the nominee will strictly adhere to the terms of this Agreement and subject also to the below mentioned conditions: • The Allottee shall make payment of all dues of the Promoter in terms of this Agreement, up to the time of nomination. • The Allottee shall obtain prior written permission of the Promoter and the Allottee and the nominee shall be bound to enter into a tripartite agreement with the Owner and the Promoter. • The Allottee shall pay an additional legal fee of Rs. 10,000/- (Rupees ten thousand only) to the Promoter’s legal advisors towards the tripartite Nomination Agreement. • Subject to the approval and acceptance of the Promoter and subject to the above conditions, the Allottee shall be entitled to nominate, assign and/or transfer the Allottee’s right, title, interest and obligations under this Agreement to parent, spouse and children without payment of the aforesaid transfer charge.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Candidates The Superintendent or designee shall invite all current candidates for the office of Board member to attend:

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

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