Target Response Notices Sample Clauses

Target Response Notices. The Escrow Agent, on behalf of Acuitas, will review each Target Notice provided by Verve and, within [**] of the Escrow Agent’s receipt of a Target Notice, the Escrow Agent will provide Verve with written notice that includes the following information (each such notice, a “Target Response Notice”): (i) If, as of the date of Verve’s Target Notice for a Target, such Target is on the Restricted Target List and is listed as being subject to Pre-Existing Restrictions that restrict Acuitas from taking the action requested by Verve in the Target Notice, or if the action requested by Verve would exceed the applicable Concurrent Reserved List Limit or the Option Limit, then the Target Response Notice issued for such Target will so certify to Verve and will specify whether such applicable Target is subject to a Pre-Existing Restriction (such notice, a “Target Rejection Notice”). For clarity, the Target Rejection Notice will specify which Target (Human Genome Target or Genome Editing Protein Target) is subject to a Pre-Existing Restriction. (ii) If, as of the date of Verve’s Target Notice for a Target, such Target is not subject to any Pre-Existing Restrictions that would prevent the action requested by Verve in the Target Notice, and the action requested by Verve would not exceed the applicable Concurrent Reserved List Limit or the Option Limit, then such Target shall, consistent with the Target Notice, automatically be as of the date of the Target Notice (A) added or removed from the Reserved Target List on a non-exclusive basis, and (B) subject to the payment of the Option Exercise Fee, deemed to be subject to an Option exercised by Verve on a non-exclusive basis, and the Target Response Notice issued for the Targets included in the Licensed Product will certify the same to Verve (such notice, an “Target Acceptance Notice”). So long as a Human Genome Target is on the Reserved Target List, Acuitas and its Affiliates shall be prohibited from granting any Third Party an exclusive license (or an option to obtain such a grant of rights) under the Acuitas LNP Technology with respect to such Human Genome Target. This Section 4.2(d)(ii) shall survive the termination or expiration of this Agreement solely in the event that the Parties enter into a Non-Exclusive License Agreement prior to such termination or expiration.