Unavailable Targets Sample Clauses

Unavailable Targets. Caribou and the Gatekeeper shall maintain an up-to-date list of Unavailable Targets in accordance with the following: (a) Caribou has identified an initial list of four (4) Unavailable Targets, which list is attached hereto as Schedule 3.2.4 (the “Initial Unavailable Targets”). [***] (b) Notwithstanding anything to the contrary herein, the list of Unavailable Targets shall in no event include any Reserved Target at any time; (c) The list of Unavailable Targets shall be limited to (i) subject to Section 3.2.4(a), the Initial Unavailable Targets, (ii) Targets under an effective, executed written agreement (A) with a Third Party with respect to a license or collaboration regarding T cells or other immune cells producing a CAR protein directed against such Targets and (B) that would preclude Caribou from granting a license to AbbVie under this Agreement, and (iii) Targets that are the subject of an Internal Reserved Program. [***] and (d) Caribou shall notify the Gatekeeper within [***] days, (i) after any Target becomes an Unavailable Target in accordance with Section 3.2.4(c)(ii) and/or Section 3.2.4(c)(iii) and (ii) after any Target on the list of Unavailable Targets no longer meets the criteria set forth in Section 3.2.4(a), Section 3.2.4(c)(ii) and/or Section 3.2.4(c)(iii) (including termination of an agreement with a Third Party or termination of an Internal Reserved Program) and is therefore no longer an Unavailable Target. Upon receipt of such notification, the Gatekeeper shall update the list of Unavailable Targets accordingly.
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Unavailable Targets. Precision represents and warrants that as of the Effective Date, there are no Unavailable Targets. Except as expressly set forth in this Section 2.1.3, Baxalta shall have no rights with respect to any Unavailable Targets, and Precision and its Affiliates may freely undertake and engage in, including in collaboration with Third Parties, any research, Development, Commercialization or any other activities of any kind in any field with respect to all Unavailable Targets without any obligation to Baxalta. For clarity, without limiting the obligations set forth in Section 2.4, nothing in this Agreement shall be construed to preclude, limit, restrict or otherwise affect any right or ability of Precision or any of its Affiliates to enter into any agreement that would cause any Target that is not an Included Target to become an Unavailable Target at any time.
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Unavailable Targets. If, at the time of delivery of such Proposed Degrader Target Set Notice to Nurix’s Alliance Manager, any Degrader Target in such Proposed Degrader Target Set is not an Available Degrader Target, then Seagen shall not have the right to exercise its applicable right described in clauses (a)-(c) of Section 3.1.1 (Proposed Degrader Target Set Notice) with respect to such Proposed Degrader Target Set.
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Unavailable Targets. Promptly following the Effective Date, the Parties shall agree upon an independent Third Party to serve as an escrow agent for purposes of this Section 3.8 (the “Escrow Agent”). Following agreement on the Escrow Agent, if any Target becomes or has become an Unavailable Target after the Effective Date, Precision shall submit a complete and accurate list of Unavailable Targets along with a copy of the applicable agreement, term sheet, or letter of intent related to each of such Unavailable Targets, which copies may be submitted in redacted form (the “Unavailable Target Information”), to the Escrow Agent, and shall provide the Escrow Agent with updated Unavailable Target Information promptly upon any Target becoming an Unavailable Target or losing its status as an Unavailable Target. Unavailable Target Information shall be held by the Escrow Agent in confidence. If Lilly delivers a Nomination Request pursuant to Section 3.2.1 or Replacement Request pursuant to Section 3.3.1 that specifies an Unavailable Target, then by written notice to Precision and to the Escrow Agent, Lilly may require the Escrow Agent to confirm to Lilly that such Target is an Unavailable Target. In response to a particular Nomination Request or Replacement Request, the Escrow WEIL:\97737446\1\59474.0121 EXECUTION VERSION Agent shall not provide to Lilly the identity of any other Target that appears on the list of Unavailable Targets or any details regarding any agreement (draft of otherwise), term sheet or letter of intent related to any Unavailable Target, other than such confirmation.
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Unavailable Targets. The Target Pool may not include any Target which a Party has exclusively committed to a Third Party.
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Unavailable Targets. On or before the Effective Date, Company will have established an account (the “Gatekeeper Account”) with a Third Party mutually agreed to by the Parties (the “Gatekeeper”) for the purpose of depositing a list of Unavailable Targets, which Company will have deposited in the Gatekeeper Account on or before the Effective Date. Concurrently with the establishment of the Gatekeeper Account, the Parties and the Gatekeeper will enter into a three-way agreement (the “Gatekeeper Agreement”) governing the use and purpose of the Gatekeeper Account, a form of which is attached hereto as Schedule 2.3.2. The Gatekeeper Agreement will provide that, if Vertex proposes to (a) exercise the Additional Target Option to designate an Additional Target or (b) designate a Reserved Target, then (i) Vertex shall provide to the Gatekeeper the Additional Target Option Exercise Notice or the Reserved Target Notice, as applicable, identifying the proposed Additional Target or the proposed Reserved Target, as applicable, (ii) the Gatekeeper shall notify Company within two Business Days that Vertex has indicated interest in an unspecified Additional Target or an unspecified Reserved Target, as applicable (without identifying the proposed Additional Target or Reserved Target, as applicable, to Company), (iii) within [***] after such notice, Company shall provide the Gatekeeper with an updated list of Unavailable Targets as of the date of the Additional Target Option Exercise Notice or the Reserved Target Notice, as applicable (which updated list shall remove any Target formerly identified as an Unavailable Target that no longer satisfies the definition of an Unavailable Target), and (iv) within [***] after the Gatekeeper’s receipt of Company’s updated list of Unavailable Targets, the Gatekeeper shall notify the Parties whether the proposed Additional Target or Reserved Target, as applicable, is an Unavailable Target (a “Target Availability Notice”). If the proposed Additional Target or Reserved Target, as applicable, is not an Unavailable Target, the Target Availability Notice will include the identity of such proposed Additional Target or Reserved Target, as applicable. Company will be solely responsible for all expenses relating to the Gatekeeper Account.
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Unavailable Targets. 5209973 v18 3.3.1 F-star shall identify to the Gatekeeper any Target which F-star reasonably believes is not “Available to be Licensed” (because it does not meet the criteria set forth in Sections 3.2.1(a), 3.2.1(b), and/or 3.2.1(c)) or is not Available for Reference Use (because it does not meet the criteria of Section 3.2.2(a)) (each such Target an “Unavailable Target”). F-star shall provide the Gatekeeper with such information that, in F-star’s reasonable opinion, it is able to provide without breaching or infringing the terms of any Third-Party Agreement or the rights of any Third-Party, to support F-star’s identification of any Target as an Unavailable Target. Notwithstanding the above and any other provision of the Agreement, F-star shall always act in good faith in identifying Targets to the Gatekeeper as Unavailable Targets. 3.3.2 The following shall apply to each Target identified by F-star to the Gatekeeper as an Unavailable Target: (a) The Target shall be identified by the Entrez Gene ID, HUGO or official symbol and by common synonyms (if available); and (b) F-star shall specify which of Sections 3.2.1(a), 3.2.1(b), and/or 3.2.1(c), or Section 3.2.2(a), is applicable to the Target, as the case may be. 3.3.3 Prior to the execution of the Agreement, F-star has identified to the Gatekeeper all Targets that it believes to be Unavailable Targets in accordance with Section 3.3.1. F-star shall during the Research Term promptly submit to the Gatekeeper the names of any additional Targets that qualify as Unavailable Targets.
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Unavailable Targets. With respect to (a) a Parental Target that was identified by Immatics as an Unavailable Parental Target, until the expiration of the Option Period with respect to such Parental Target and (b) a Research Target that was identified by Immatics as an Unavailable Research Target, until the expiration of the Additional RT Nomination Period with respect to such Research Target, in each case of (a) and (b) Immatics shall promptly provide notice to Moderna upon such Parental Target ceasing to be an Unavailable Parental Target or such Research Target ceasing to be an Unavailable Research Target, with such notice identifying such Parental Target or Research Target as previously proposed by Moderna for inclusion hereunder. Upon receipt of such notice, Moderna may nominate such Parental Target as an Optioned Collaboration Parental Target or such Research Target as an Additional Research Target without regard to the Cap.
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Unavailable Targets. Following the termination of Oligo Exclusivity, if applicable, BicycleTx shall notify the Gatekeeper of any Targets that are not Available Targets (i.e. those falling within Section 4.8.6) promptly, but in no event later than [***] after the Gatekeeper notifies BicycleTx that it has received any Target Nomination Notice, to enable the Gatekeeper to comply with its obligations to Ionis under Section 4.8. Upon receipt of such notification, the Gatekeeper shall update the Gatekeeper List accordingly. If any Nominated Target that was not an Available Target at the time of the Target Nomination Notice later becomes an Available Target, the Gatekeeper shall notify Ionis of the Available Target within [***] of the Gatekeeper receiving notice that such Available Target is available and Ionis shall have sole discretion whether such Available Target becomes a Collaboration Target under this Agreement.
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Related to Unavailable Targets

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