Specifically Bind definition

Specifically Bind means, with respect to a [***]; provided that with respect to (a) the Initial Target, (b) the Additional Target if it was a Reserve Target, or (c) the Additional Target if it was not a Reserve Target but only to the extent that the Parties agreed in writing in accordance with Section 2.4(a) that Shire may develop Shire ZF Products directed to [***], the determination of whether a ZF Compound “Specifically Binds” to such Shire Target shall not take into account preclinically or clinically significant effects caused by binding of such ZF Compound to the [***] that are not within such Shire Target.

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Specifically Bind means, with respect to a nucleic acid-binding protein, that such nucleic acid-binding protein preferentially binds a Gene Target or Safe Harbor Locus without known off-locus binding that is preclinically or clinically significant, as reasonably determined by Sangamo in the course of performing work pursuant to a Research and Development Plan or pursuant to Section 2.12 and which determination shall be reported to the JSC, based upon data that is shared with the JSC.

Specifically Bind means, with respect to a ZFP or other therapeutic agent and a Target, that such ZFP or therapeutic agent [*] binds to such Target [*], as reasonably determined (at the time of when such evaluation is performed) in good faith (a) by Sangamo in the course of performing work pursuant to a Collaboration Plan with respect to any ZFP under the Collaboration as described in Section 4.1, (b) solely with respect to Section 2.5, by the applicable Party or its Affiliate that is Developing or Commercializing such product, (c) solely with respect to Section 4.8(b), by Sangamo, or (d) solely with respect to Section 10.3(a) and Section 10.3(e), by the applicable Party that became aware of such infringement. Notwithstanding anything to the contrary contained in this Agreement, from and after Sangamo’s determination that an [*] ZFP Specifically Binds to an Exclusive Gene Target as contemplated by clause (a) above, for all purposes under this Agreement [*], irrespective of any [*], whether as a result of [*] (provided, that [*]).

Examples of Specifically Bind in a sentence

For the avoidance of doubt, Spirogen may grant licenses to a Third Party under the Licensed Intellectual Property for any purpose provided it does not license rights to any products that Specifically Bind the Target or Replacement Target as the case may be.
If any Audit discloses that the Participant has over-paid APFs to ▇▇▇▇, such over-payment shall be subject to the applicable Rules and Policies.
The JMC will cease to have decision-making authority with respect to Manufacture of Products that Specifically Bind to a Collaboration Target upon the completion of the Manufacturing Technology Transfer for such Products pursuant to Section 7.7 (Manufacturing Technology Transfer).
For the purposes of determining the applicable royalty tier for a Calendar Year, Net Sales in such Calendar Year of all Products that Specifically Bind to the same Exclusive Gene Target shall be aggregated together.
Sangamo is not aware of, or, alternatively, has described in Schedule 7.2(d), any Patent Right or other intellectual property rights of any Third Party that could materially adversely affect Sangamo’s ability to consummate the transactions contemplated hereby with respect to (1) the experiments contemplated in the BT Development Plan set forth in Exhibit A, (2) the Core Technology or (3) Zinc Finger Proteins that Specifically Bind a Gene Target (collectively, the “Initial Subject Matter”).
For example, if Net Sales in a Calendar Year for all Products that Specifically Bind to the same Exclusive Gene Target equal [*], the royalty payments on such Net Sales will be equal to [*], calculated as follows: (i) [*] on the amount of Net Sales less than or equal to [*]; (ii) [*] on the amount of Net Sales greater than [*] but less than or equal to [*]; and (iii) [*] on the amount of Net Sales greater than [*].
Xencor shall only make such queries in good faith, in planning for the grant of an exclusive license grant related to the applicable Target or the initiation of a discovery program for Antibody(ies) that Specifically Bind the applicable Target.
Subject to the terms and conditions of this Agreement, the Parties shall undertake a research collaboration for multiple Collaboration Targets (the “Research Collaboration”) to (a) discover and research, [*], ZFPs (which may be Zinc Finger Nucleases or Zinc Finger Transcription Factors) for use in the Therapeutic Field that Specifically Bind to a Collaboration Target, with the goal of [*] for subsequent Development and Commercialization by Biogen, and (b) discover and optimize [*].

More Definitions of Specifically Bind

Specifically Bind means, [...***...].

Specifically Bind means, with respect to a ZFP or other therapeutic agent and a Target, that such ZFP or therapeutic agent [*] binds to such Target [*] that are [*]. 1.193 “Specifications” has the meaning set forth in Section 7.2(a). 1.194 “[*]” has the meaning set forth in [*]. 1.195 “Stock Purchase Agreement” means that certain Stock Purchase Agreement, dated as of the Execution Date, by and between Sangamo and BIMA. 1.196 “Subcontractor” means a Third Party contractor (including contract research organizations or contract manufacturing organizations) engaged by a Party on a fee-for-service to perform certain obligations of such Party or exercise certain rights on behalf of such Party, in each case, under this Agreement, but excluding all Sublicensees. 1.197 “Sublicensee” means any Third Party to whom a Party or any of its Affiliates grants a sublicense of its rights hereunder to Exploit any Product. 1.198 “Supply Agreement” has the meaning set forth in Section 7.2 (Sangamo Supply Obligations). 1.199 “Target” means any human gene (other than an Excluded Target) the expression or activity of which is demonstrated to (through published research in a peer-reviewed scientific or medical publication with supporting data), as a primary effect, treat, prevent or otherwise have a disease-modifying effect, on any neurological or psychiatric disease (including any neuromuscular or ophthalmological disease) other than brain cancer. 1.200 “Target Selection Term” means the time period commencing on Effective Date and expiring upon the earlier of (a) the fifth (5th) anniversary of the Effective Date; and (b) the date on which the last Collaboration Target is selected pursuant to Section 4.7 (Selection of Collaboration Targets) but excluding all Replacement Targets selected pursuant to Sections 4.7(f) (Selection of Collaboration Targets). 1.201 “Term” has the meaning set forth in Section 12.1 (Term). 1.202 “[*]” has the meaning set forth in [*]. 1.203 “Terminated Products” has the meaning set forth in Section 12.4(a) (General). 1.204 “Terminated Region” has the meaning set forth in Section 12.4(a) (General). 23 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Specifically Bind means, with respect to a ZF Compound and Target or locus, that such ZF Compound preferentially binds such Target or locus without known off-Target or off-locus binding that is preclinically or clinically significant.