Target Notices. From time to time during the Term, if CureVac desires to include a Target as a Reserved Target hereunder, CureVac will notify the Trusted Arcturus Employee in writing of the Targets for potential inclusion on the Reserved Target List, which notice will provide (i) the information on the Target Reservation Request Form attached hereto as Exhibit 4.2; and (ii) the identity of each Reserved Target (if any) that CureVac desires to remove as a Reserved Target (each such notice, a "Target Notice"). For clarity, the Target Notices shall not include more Targets than the Maximum Targets then available (taking into consideration any removed Targets previously reserved) and shall be deemed to be a request for an exclusive license at the outset unless there is a Pre-Existing Restriction. For clarity, CureVac’s rights to enter into a Non-Exclusive License Agreement shall apply only if the Pre-Existing Restriction permits a non-exclusive license right to such proposed Reserved Target. In addition to the formal Target reservation mechanism described in Section 4.2(b)(i), the Trusted Arcturus Employee will in good faith respond to any interim requests (not to exceed three (3) requests per month) on whether certain Targets can be reserved as Reserved Targets, in order to assist CureVac in planning of development projects. For clarity, the interim requests shall not include more than the Maximum Target then available (taking into consideration any removed Targets previously reserved).
Appears in 1 contract
Samples: Development and Option Agreement (Arcturus Therapeutics Holdings Inc.)
Target Notices. From time to time during the Term, if (i) If CureVac desires to include a Target as a Reserved Target hereunder, CureVac will notify the Trusted Arcturus Employee Escrow Agent in writing (with contemporaneous information in writing to Arcturus about the notification to the Escrow Agent) of the Targets for potential inclusion on the Reserved Target List, which notice will provide (i) the information on the Target Reservation Request Form attached hereto as Exhibit 4.2; 4.2; and (ii) the identity of each Reserved Target (if any) that CureVac desires to remove as a Reserved Target (each such notice, a "Target Notice"). For clarity, the Target Notices shall not include more Targets than the Maximum Targets then available (taking into consideration any removed Targets previously reserved) and shall be deemed to be a request for an exclusive license at the outset unless there is a Pre-Existing Restriction. For clarity, CureVac’s rights to enter into a Non-Exclusive License Agreement shall apply only if the Pre-Pre- Existing Restriction permits a non-exclusive license right to such proposed Reserved Target. In addition to .
(ii) Notwithstanding the formal Target reservation mechanism described in Section 4.2(b)(i)herein, Arcturus and the Trusted Arcturus Employee Escrow Agent will in good faith respond to any interim requests (not to exceed three (3) requests [*****] per month) on whether certain Targets can be reserved as Reserved TargetsTargets prior to the monthly consideration date, in order to assist CureVac in planning of development projects. For clarity, the interim requests shall not include more Targets than the Maximum Target Targets then available (taking into consideration any removed Targets previously reserved). In case of an interim request, the Escrow Agent (i) will request from Arcturus an update of the Reserved Target List, such update to be provided by Arcturus to the Escrow Agent within [*****] Business Days of the request, and (ii) provide CureVac with a Target Response Notice in accordance with subsection (c).
Appears in 1 contract
Target Notices. From time to time during the Term, if (i) If CureVac desires to include a Target as a Reserved Target hereunder, CureVac will notify the Trusted Arcturus Employee Escrow Agent in writing (with contemporaneous information in writing to Arcturus about the notification to the Escrow Agent) of the Targets for potential inclusion on the Reserved Target List, which notice will provide (i) the information on the Target Reservation Request Form attached hereto as Exhibit 4.2; and (ii) the identity of each Reserved Target (if any) that CureVac desires to remove as a Reserved Target (each such notice, a "Target Notice"). For clarity, the Target Notices shall not include more Targets than the Maximum Targets then available (taking into consideration any removed Targets previously reserved) and shall be deemed to be a request for an exclusive license at the outset unless there is a Pre-Existing Restriction. For clarity, CureVac’s rights to enter into a Non-Exclusive License Agreement shall apply only if the Pre-Existing Restriction permits a non-exclusive license right to such proposed Reserved Target. In addition to .
(ii) Notwithstanding the formal Target reservation mechanism described in Section 4.2(b)(i)herein, Arcturus and the Trusted Arcturus Employee Escrow Agent will in good faith respond to any interim requests (not to exceed three (3) requests […***…] per month) on whether certain Targets can be reserved as Reserved TargetsTargets prior to the monthly consideration date, in order to assist CureVac in planning of development projects. For clarity, the interim requests shall not include more Targets than the Maximum Target Targets then available (taking into consideration any removed Targets previously reserved). In case of an interim request, the Escrow Agent (i) will request from Arcturus an update of the Reserved Target List, such update to be provided by Arcturus to the Escrow Agent within […***…] Business Days of the request, and (ii) provide CureVac with a Target Response Notice in accordance with subsection (c).
Appears in 1 contract
Samples: Development and Option Agreement (Arcturus Therapeutics Ltd.)
Target Notices. From time to time during the Term, if CureVac desires to include a Target as a Reserved Target hereunder, CureVac will notify the Trusted Arcturus Employee in writing of the Targets for potential inclusion on the Reserved Target List, which notice will provide (i) the information on the Target Reservation Request Form attached hereto as Exhibit 4.2; 4.2; and (ii) the identity of each Reserved Target (if any) that CureVac desires to remove as a Reserved Target (each such notice, a "“Target Notice"”). For clarity, the Target Notices shall not include more Targets than the Maximum Targets then available (taking into consideration any removed Targets previously reserved) and shall be deemed to be a request for an exclusive license at the outset unless there is a Pre-Existing Restriction. For clarity, CureVac’s rights to enter into a Non-Exclusive License Agreement shall apply only if the Pre-Existing Restriction permits a non-exclusive license right to such proposed Reserved Target. In addition to the formal Target reservation mechanism described in Section 4.2(b)(i), the Trusted Arcturus Employee will in good faith respond to any interim requests (not to exceed three (3) requests per month) on whether certain Targets can be reserved as Reserved Targets, in order to assist CureVac in planning of development projects. For clarity, the interim requests shall not include more than the Maximum Target then available (taking into consideration any removed Targets previously reserved).
Appears in 1 contract