Conversion into OncoMed Development Compounds Sample Clauses

Conversion into OncoMed Development Compounds. (i) If BSP fails to exercise the BSP Option for a Biologic Collaboration Compound Class within the relevant BSP Option Period pursuant to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Section 3.1.1 then all Biologic Collaboration Compounds in such Class shall automatically be deemed OncoMed Development Compounds and shall no longer be Collaboration Compounds. (ii) If (A) BSP terminates a Biologic Collaboration Compound, Biologic Collaboration Compound Class or this Agreement at will pursuant to Section 11.3 or (B) OncoMed terminates a Biologic Collaboration Compound Class or this Agreement pursuant to Section 11.2.1, 11.4, or 11.5 or for breach of Section 3.4.1, then such Biologic Collaboration Compound (if termination operates only as to such compound), or all Biologic Collaboration Compounds in the relevant Class, if BSP’s rights to such Class are so terminated, or all Biologic Collaboration Compounds in the case of a termination of this Agreement, shall automatically be deemed OncoMed Development Compounds and shall no longer be Collaboration Compounds, subject to Section 3.6.7(a)(iii), as applicable. (iii) Notwithstanding OncoMed’s right to terminate BSP’s licenses with respect to Biologic Collaboration Compound Classes for breach of Section 3.4.1, OncoMed shall not have the right to terminate BSP’s licenses in connection with any such breach of Section 3.4.1 with respect to [***] (“Retained Compound”), (B) [***]. The licenses granted to BSP under Section 5.1 shall survive with respect to such Retained Compounds. By way of example, and without limitation, if BSP breaches its obligations under Section 3.4.1 with respect to [***], then all Collaboration Compounds [***] shall automatically be deemed OncoMed Development Compounds.