Unmodified [*] Product. Unless and until GSK elects to replace the [*] Initial Collaboration Target with the Substitution Target under Section 3.1(a)(i)(1), Lyell will use Commercially Reasonable Efforts to advance through completion of Academic PoC a CAR T-Cell Therapy directed to the [*] Initial Collaboration Target that has not been modified to incorporate an Anti-Exhaustion Component comprising any Lyell Anti-Exhaustion Technology (the “Unmodified [*] CAR T-Cell Therapy”). Lyell shall include the same type of clinical results with respect to such Unmodified [*] CAR T-Cell Therapy in its Academic PoC Data Package as it provides for the CAR T-Cell Therapy containing one or more Anti-Exhaustion Components for such same Collaboration Target. For clarity, GSK shall not be obligated to continue the Development of such Unmodified [*] CAR T-Cell Therapy as part of the GSK Development Program. In the event GSK exercises its Option with respect to [*], any CAR T-Cell Therapy directed to the [*] Initial Collaboration Target hereunder shall be treated as one Collaboration Program (e.g., such a CAR T-Cell Therapy shall be a Product) for purposes of payment obligations under Article 8, regardless of whether such CAR T-Cell Therapy is an Unmodified [*] CAR T-Cell Therapy or is a CAR T-Cell Therapy that is directed to the [*] Initial Collaboration Target that has been modified to incorporate an Anti-Exhaustion Component comprising any Lyell Anti-Exhaustion Technology (the “Modified [*] CAR T-Cell Therapy”). If GSK exercises its Option with respect to the Unmodified [*] CAR T-Cell Therapy, then: (A)(I) [*] will continue as an Initial Collaboration Target and the subject of a Lyell PoC Development Program and (II) GSK’s right to replace the [*] Initial Collaboration Target with the Substitution Target in accordance with Section 3.1(a)(i)(1) shall cease; in each case as of the date of such Option Exercise, and (B) the Parties shall review the Academic PoC Data Package for the Unmodified [*] CAR T-Cell Therapy together with related information and data for the Modified [*] CAR-T Cell Therapy provided by Lyell. GSK shall review such data in good faith, and, if Lyell has not already Initiated a Clinical Trial with respect to the Modified [*] CAR T-Cell Therapy, shall notify Lyell in writing specifically referencing this Section 3.1(a)(i)(2) within [*] after receipt of such combined data if Lyell should Initiate a Clinical Trial with respect to the Modified [*] CAR T-Cell Therapy (which Initiation ...
Unmodified [*] Product. For clarity, in the event GSK exercises its Option with respect to the Unmodified [*] CAR T-Cell Therapy, (A) any achievement of a milestone under Section 8.3 by the Modified CAR T-Cell Therapy shall not require payment of the corresponding milestone payment if such milestone payment was previously paid to Lyell as a result of achievement with respect to the Unmodified [*] CAR T-Cell Therapy, and (B) the Anti-Exhaustion Component(s) used by Lyell in the CAR T-Cell Therapy for a Clinical Trial for which GSK has [*] (i.e., the Clinical Trial GSK informed Lyell it should Initiate pursuant to Section 3.1(a)(i)(2) or other Clinical Trial Initiated by Lyell under the [*] Collaboration Program prior to such exercise) shall be considered a Collaboration Anti Exhaustion Component without the need for subsequent achievement of [*] for the Modified [*] CAR T-Cell Therapy or exercise by GSK of an Option therefor (i.e., there is not a new Program Option Trigger, Option or [*] Milestone Payment obligation (to the extent previously paid for the Unmodified [*] CAR T-Cell Therapy) for the Modified [*] CAR T-Cell Therapy and such Modified [*] CAR T-Cell Therapy would not be considered an Additional Target under Section 3.3(b)(i)).
Unmodified [*] Product. Immtech agrees to inform Par of any changes to the Specifications that may impact final product release and Immtech agrees to continue to supply unmodified Product to Par as ordered under the terms of and subject to the conditions and limitations of this Agreement for a minimum of two (2) years.
