Common use of Target Response Notices Clause in Contracts

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.

Target Response Notices. (i) The Escrow AgentTrusted Arcturus Employee, on behalf of AcuitasArcturus, will review each Target Notice provided by Verve andCureVac hereunder to determine whether or not any such proposed Target is on the Restricted Target List and if listed, within [**] the applicable Pre-Existing Restriction as of the Escrow Agentdate of such Target Notice. Within ten (10) Business Days of the Trusted Arcturus Employee’s receipt of a Target Notice, the Escrow Agent Trusted Arcturus Employee will provide Verve CureVac with written notice that includes the following information set forth in subsection (c)(ii) and (iii) (each such notice, a “"Target Response Notice”): (i) "). If, as of the date of VerveCureVac’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 LimitRestrictions, then the such Target shall not be available to become a Reserved Target. The Target Response Notice issued for such Target will so certify to Verve CureVac that such Target is on the Restricted Target List and will specify is listed as being subject to Pre-Existing Restrictions. The Target Response Notice issued for such Target shall identify whether such applicable the Target is subject to a Third Party rights or is under development at Arcturus. If the Target is subject to Third Party rights, the Target Response Notice shall identify whether the Pre-Existing Restriction (such noticeRestrictions are exclusive, a “Target Rejection Notice”)non-exclusive or co-exclusive. For clarity, If the Target Rejection Notice will specify which is under development at Arcturus, upon CureVac’s request, Arcturus shall provide to CureVac Proof of Concept Data within five (5) Business Days following such request in order to enable CureVac to confirm that the Proof of Concept Data is sufficient for Arcturus to reject the qualification of the Target (Human Genome Target or Genome Editing Protein as Reserved Target) is subject to a Pre-Existing Restriction. (ii) . If, as of the date of VerveCureVac’s Target Notice for a Target, such Target is not subject to any Pre-Existing Restrictions that would prevent listed on the action requested by Verve in the Restricted Target Notice, and the action requested by Verve would not exceed the applicable Concurrent Reserved List Limit or the Option LimitList, then such Target shall, consistent with the will become a Reserved Target Notice, automatically and will be as of the date of the Target Notice (A) added or removed from to the Reserved Target List on a non-exclusive basis, and (B) subject to the payment of Concurrent Reserved List Limits set forth in subsection (d) below. To the Option Exercise Fee, deemed to be subject to an Option exercised by Verve on a extent that the Pre-Existing Restriction is non-exclusive basisexclusive, and the then such Target Response Notice issued for the Targets included in the Licensed Product will certify the same may be added by CureVac 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 but CureVac shall be prohibited from granting any Third Party an exclusive license (or an option only have the right 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 expirationAgreement.

Target Response Notices. The Escrow Agent, on behalf of Acuitas, will review each Target Notice provided by Verve GreenLight and, within [**] fifteen business (15) days of the Escrow Agent’s receipt of a Target Notice, the Escrow Agent will provide Verve GreenLight with written notice that includes the following information (each such notice, a “Target Response Notice”): (i) If, as of the date of VerveGreenLight’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 GreenLight in the Target Notice, or if the action requested by Verve GreenLight 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 GreenLight 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 VerveGreenLight’s Target Notice for a Target, such Target is not subject to any Pre-Existing Restrictions that would prevent the action requested by Verve GreenLight in the Target Notice, and the action requested by Verve GreenLight 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 GreenLight 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 GreenLight (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) or any other right, title or interest in, to or 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.

Target Response Notices. (i) The Escrow Agent, on behalf of AcuitasArcturus, will review each Target Notice provided by Verve andCureVac hereunder to determine whether or not any such proposed Target is on the Restricted Target List and if listed, within the applicable Pre-Existing Restriction as of the date of such Target Notice. Within [*****] days of the Escrow Agent’s receipt of a Target Notice, the Escrow Agent will provide Verve CureVac with written notice that includes the following information set forth in subsection (c)(ii) and (iii) (each such notice, a “"Target Response Notice”):"). (iii) If, as of the date of VerveCureVac’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 Arcturus from taking the action requested by Verve in the Target Notice, or if the action requested by Verve would exceed granting the applicable Concurrent Reserved List Limit license (i.e., an exclusive or non-exclusive license in accordance with a License Agreement) to CureVac under the Option LimitArcturus LMD Technology with respect to such Target, then the such Target shall not be available to become a Reserved Target. The Target Response Notice issued for such Target will so certify to Verve and will specify whether CureVac that such applicable Target is on the Restricted Target List and is listed as being subject to a Pre-Existing Restriction (such notice, a “Target Rejection Notice”)Restrictions that restrict Arcturus from granting the applicable license. 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 VerveCureVac’s Target Notice for a Target, such Target is not subject to any Pre-Existing Restrictions that would prevent listed on the action requested by Verve in the Restricted Target Notice, and the action requested by Verve would not exceed the applicable Concurrent Reserved List Limit or the Option LimitList, then such Target shall, consistent with the will become a Reserved Target Notice, automatically and will be as of the date of the Target Notice (A) added or removed from to the Reserved Target List on a non-exclusive basis, and (B) subject to the payment of Concurrent Reserved List Limits set forth in subsection (d) below. To the Option Exercise Fee, deemed to be subject to an Option exercised by Verve on a extent that the Pre-Existing Restriction is non-exclusive basisexclusive, and the then such Target Response Notice issued for the Targets included in the Licensed Product will certify the same may be added by CureVac 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 but CureVac shall be prohibited from granting any Third Party an exclusive license (or an only have the 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-Non- Exclusive License Agreement prior to such termination or expirationAgreement.

Target Response Notices. (i) The Escrow AgentTrusted Arcturus Employee, on behalf of AcuitasArcturus, will review each Target Notice provided by Verve andCureVac hereunder to determine whether or not any such proposed Target is on the Restricted Target List and if listed, within [**] the applicable Pre-Existing Restriction as of the Escrow Agentdate of such Target Notice. Within ten (10) Business Days of the Trusted Arcturus Employee’s receipt of a Target Notice, the Escrow Agent Trusted Arcturus Employee will provide Verve CureVac with written notice that includes the following information set forth in subsection (c)(ii) and (iii) (each such notice, a “Target Response Notice”): (i) ). If, as of the date of VerveCureVac’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 LimitRestrictions, then the such Target shall not be available to become a Reserved Target. The Target Response Notice issued for such Target will so certify to Verve CureVac that such Target is on the Restricted Target List and will specify is listed as being subject to Pre-Existing Restrictions. The Target Response Notice issued for such Target shall identify whether such applicable the Target is subject to a Third Party rights or is under development at Arcturus. If the Target is subject to Third Party rights, the Target Response Notice shall identify whether the Pre-Existing Restriction (such noticeRestrictions are exclusive, a “Target Rejection Notice”)non-exclusive or co-exclusive. For clarity, If the Target Rejection Notice will specify which is under development at Arcturus, upon CureVac’s request, Arcturus shall provide to CureVac Proof of Concept Data within five (5) Business Days following such request in order to enable CureVac to confirm that the Proof of Concept Data is sufficient for Arcturus to reject the qualification of the Target (Human Genome Target or Genome Editing Protein as Reserved Target) is subject to a Pre-Existing Restriction. (ii) . If, as of the date of VerveCureVac’s Target Notice for a Target, such Target is not subject to any Pre-Existing Restrictions that would prevent listed on the action requested by Verve in the Restricted Target Notice, and the action requested by Verve would not exceed the applicable Concurrent Reserved List Limit or the Option LimitList, then such Target shall, consistent with the will become a Reserved Target Notice, automatically and will be as of the date of the Target Notice (A) added or removed from to the Reserved Target List on a non-exclusive basis, and (B) subject to the payment of Concurrent Reserved List Limits set forth in subsection (d) below. To the Option Exercise Fee, deemed to be subject to an Option exercised by Verve on a extent that the Pre-Existing Restriction is non-exclusive basisexclusive, and the then such Target Response Notice issued for the Targets included in the Licensed Product will certify the same may be added by CureVac 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 but CureVac shall be prohibited from granting any Third Party an exclusive license (or an option only have the right 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 expirationAgreement.

Target Response Notices. (i) The Escrow Agent, on behalf of AcuitasArcturus, will review each Target Notice provided by Verve andCureVac hereunder to determine whether or not any such proposed Target is on the Restricted Target List and if listed, within the applicable Pre-Existing Restriction as of the date of such Target Notice. Within […***…] days of the Escrow Agent’s receipt of a Target Notice, the Escrow Agent will provide Verve CureVac with written notice that includes the following information set forth in subsection (c)(ii) and (iii) (each such notice, a “"Target Response Notice”):"). (iii) If, as of the date of VerveCureVac’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 Arcturus from taking the action requested by Verve in the Target Notice, or if the action requested by Verve would exceed granting the applicable Concurrent Reserved List Limit license (i.e., an exclusive or non-exclusive license in accordance with a License Agreement) to CureVac under the Option LimitArcturus LMD Technology with respect to such Target, then the such Target shall not be available to become a Reserved Target. The Target Response Notice issued for such Target will so certify to Verve and will specify whether CureVac that such applicable Target is on the Restricted Target List and is listed as being subject to a Pre-Existing Restriction (such notice, a “Target Rejection Notice”)Restrictions that restrict Arcturus from granting the applicable license. 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 VerveCureVac’s Target Notice for a Target, such Target is not subject to any Pre-Existing Restrictions that would prevent listed on the action requested by Verve in the Restricted Target Notice, and the action requested by Verve would not exceed the applicable Concurrent Reserved List Limit or the Option LimitList, then such Target shall, consistent with the will become a Reserved Target Notice, automatically and will be as of the date of the Target Notice (A) added or removed from to the Reserved Target List on a non-exclusive basis, and (B) subject to the payment of Concurrent Reserved List Limits set forth in subsection (d) below. To the Option Exercise Fee, deemed to be subject to an Option exercised by Verve on a extent that the Pre-Existing Restriction is non-exclusive basisexclusive, and the then such Target Response Notice issued for the Targets included in the Licensed Product will certify the same may be added by CureVac 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 but CureVac shall be prohibited from granting any Third Party an exclusive license (or an only have the 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 expirationAgreement.