Common use of Exceptions to Exclusivity Clause in Contracts

Exceptions to Exclusivity. (a) Notwithstanding anything in this Agreement to the contrary, Nurix’s performance of an assay or test for a Degrader Target Set for the purposes of screening or determining a Degrader’s off-target activity shall not be considered performing Research on any Degrader that is Directed To such Degrader Target Set and shall not be a breach of Section 14.9 (Exclusivity). (b) At any time during the Term of this Agreement, if Seagen or its Affiliate(s) (excluding any Affiliates in any Acquiring Entity Family) obtains ownership of, or an exclusive license to Commercialize, any product containing or comprising a Degrader (other than a Licensed Degrader) that is Directed To any Licensed Degrader Target Set or any Subset of such Licensed Degrader Target Set and such product is then currently the subject of an active internal research or development program by Seagen or such Affiliates, then Seagen shall notify Nurix within [*] days after obtaining such ownership or license or initiating such research or development program (to the extent such ownership, license or research or development program results in such Degrader being subject to this clause (b)), which notice shall indicate the applicable date such Degrader became subject to this clause (b), and after the [*] day following Seagen obtaining such ownership or license, or initiating such research or development program, as applicable (and subject to the remainder of this Section 14.9.5(b)), Nurix shall no longer be subject to any exclusivity obligations with respect to such Licensed Degrader Target Set under Section 14.9.3 (Licensed Degrader Target Set Exclusivity) or Section 14.9.4 ([*] Licensed Degrader Target Set Exclusivity); provided, that if Nurix reasonably determines that it is no longer subject to such exclusivity obligations with respect to a Licensed Degrader Target Set pursuant to this clause (b) and Nurix has not received a written notice to that effect from Seagen hereunder, Nurix shall notify Seagen in writing of its determination; provided, further, that if Seagen disputes whether Nurix is subject to such exclusivity obligations pursuant to this clause (b) or the material facts set forth in Nurix’s notice, and so notifies Nurix within [*] Business Days following delivery to Seagen of Nurix’s written notice, Nurix shall remain subject to the applicable exclusivity obligations unless and until (i) the Parties mutually agree in writing that this clause (b) applies and Nurix is no longer subject to such exclusivity obligations under the relevant circumstances, or (ii) the conclusion of a dispute resolution process under Section 20.6 (Choice of Law; Dispute Resolution; Jurisdiction) resulting in a final determination that this clause (b) applies and Nurix is no longer subject to such exclusivity obligations under the relevant circumstances. (c) Notwithstanding anything in Section 14.9 (Exclusivity) to the contrary, if Nurix undergoes a Change of Control, and on the date of the closing of such Change of Control, the Acquiring Entities are researching, Developing, Manufacturing or Commercializing a product that is subject to Section 14.9.1 (Collaboration Degrader Target Set Exclusivity), Section 14.9.2 (Reserved Degrader Target Set Exclusivity), Section 14.9.3 (Licensed Degrader Target Set Exclusivity) or Section 14.9.4 ([*] Licensed Degrader Target Set Exclusivity) at such time for use in the Field (such product a “Competing Product”), then Nurix will not be in breach of Section 14.9 (Exclusivity) as a result of such Change of Control or the continuation of such activities by such Acquiring Entities thereafter; provided, that Nurix, its Affiliates and such Acquiring Entities Segregate such Competing Product.

Exceptions to Exclusivity. (a) Notwithstanding anything EncrypTix shall be entitled to enforce the exclusivity set forth in this Agreement to Section 2(b) against all Third Parties and Stamps, with the contraryfollowing limited exceptions: (A) Each of Stamps' existing (as of the Effective Date) non- exclusive licenses, Nurix’s performance as set forth on Schedule 2(b)(iii)(A) attached hereto (the ------------ "Existing Agreements"), shall remain in full force and effect until its expiration and the expiration of an assay or test for a Degrader Target Set for any renewal periods exercisable and exercised by the purposes of screening or determining a Degrader’s off-target activity respective licensees, and EncrypTix shall not be considered performing Research on any Degrader that is Directed To such Degrader Target Set and shall not be a breach of Section 14.9 (Exclusivity). (b) At any time during the Term of this Agreement, if Seagen or entitled to enforce its Affiliate(s) (excluding any Affiliates in any Acquiring Entity Family) obtains ownership of, or an exclusive license to Commercialize, any product containing or comprising a Degrader (other than a Licensed Degrader) that is Directed To any Licensed Degrader Target Set or any Subset of such Licensed Degrader Target Set and such product is then currently the subject of an active internal research or development program by Seagen or such Affiliates, then Seagen shall notify Nurix within [*] days after obtaining such ownership or license or initiating such research or development program (to the extent such ownership, license or research or development program results in such Degrader being subject to this clause (b)), which notice shall indicate the applicable date such Degrader became subject to this clause (b), and after the [*] day following Seagen obtaining such ownership or license, or initiating such research or development program, as applicable (and subject to the remainder of this Section 14.9.5(b)), Nurix shall no longer be subject to any exclusivity obligations hereunder with respect to such Licensed Degrader Target Set under Section 14.9.3 Existing Agreements; provided that -------- Stamps shall not exercise any options to extend such licenses into any fields of use other than those fields of use licensed thereunder as of the Effective Date or to renew or extend the term of any such license; (Licensed Degrader Target Set ExclusivityB) Stamps shall have the right, with prompt notice to Encryptix, to grant licenses of the Stamps Technology (other than copyright licenses to Stamps' software) in the Travel and Events Fields of Use to one or Section 14.9.4 (more Third Parties [*] Licensed Degrader Target Set Exclusivity)**]* involving the Stamps Technology; provided--- (C) Stamps shall have the right, with prompt notice to Encryptix, to [***]*; and --- (D) Stamps shall retain the right to: (i) use the Stamps Technology and all Derivative Works thereof in the Travel and Events Fields of Use for the sole purpose of fulfilling its ------------------- * Confidential treatment has been requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. obligations under this Agreement or other agreements with EncrypTix and/or to provide EncrypTix with technical support and maintenance services; (ii) use the Stamps Technology and all Derivative Works thereof for all purposes outside of the Travel and Events Fields of Use; and (iii) copy, reproduce and create Derivative Works of the Stamps Technology (provided that if Nurix reasonably determines that it is no longer subject to such exclusivity obligations with respect to a Licensed Degrader Target Set copying pursuant to this clause (biii) and Nurix has shall not received a written notice occur to that effect from Seagen hereunder, Nurix shall notify Seagen in writing of its determination; provided, further, that if Seagen disputes whether Nurix is subject to such exclusivity obligations pursuant to this clause (b) or the material facts set forth in Nurix’s notice, and so notifies Nurix within [*] Business Days following delivery to Seagen of Nurix’s written notice, Nurix shall remain subject to the applicable exclusivity obligations unless and until (i) the Parties mutually agree in writing that this clause (b) applies and Nurix is no longer subject to such exclusivity obligations under the relevant circumstancespermit, or (ii) the conclusion of a dispute resolution process under Section 20.6 (Choice of Law; Dispute Resolution; Jurisdiction) resulting in a final determination that this clause (b) applies and Nurix is no longer subject to such exclusivity obligations under the relevant circumstances. (c) Notwithstanding anything in Section 14.9 (Exclusivity) to the contraryconnection with, if Nurix undergoes a Change of Control, and on the date commercial exploitation of the closing of such Change of Control, the Acquiring Entities are researching, Developing, Manufacturing or Commercializing a product that is subject to Section 14.9.1 (Collaboration Degrader Target Set Exclusivity), Section 14.9.2 (Reserved Degrader Target Set Exclusivity), Section 14.9.3 (Licensed Degrader Target Set Exclusivity) or Section 14.9.4 ([*] Licensed Degrader Target Set Exclusivity) at such time for use technology by Stamps in the Field (such product a “Competing Product”Travel and Events Fields of Use while exclusivity continues for that field of use), then Nurix will not be in breach of Section 14.9 (Exclusivity) as a result of such Change of Control or the continuation of such activities by such Acquiring Entities thereafter; provided, that Nurix, its Affiliates and such Acquiring Entities Segregate such Competing Product.