Common use of Reserved Targets Clause in Contracts

Reserved Targets. 3.3.1 As of the Effective Date, the Parties have identified the Targets set forth on Exhibit 3.3 as Targets to be reserved under this Agreement (the “Reserved Targets”) for potential inclusion in the Research Program through the selection by Lxxxx of one or more such Reserved Targets as either Additional Targets or Replacement Targets. Lxxxx may update the Reserved Target list at any time by notifying the JSC of the identity of a Target to be added as a Reserved Target or to replace a different Reserved Target; provided that: (a) such Target to be added as a Reserved Target is not, at such time, an Unavailable Target (unless Lxxxx has consented to the non-exclusive restrictions on such Target pursuant to this Section 3.3.1); and (b) in no event shall the aggregate number of Reserved Targets exceed [***] at any given time. Lxxxx may also notify the JSC at any time of any Reserved Target to be removed from the Reserved Target list. To the extent a Target is an Unavailable Target solely because ProQR has granted non-exclusive rights for such Target that would conflict with or prevent the grant of rights to Lilly under this Agreement for such Target, then upon Lxxxx’x request to add such Target as a Reserved Target or Project Target, ProQR shall promptly provide Lilly with written notice providing a reasonably detailed description of such non-exclusive rights, and, upon written notice by Lxxxx consenting to such non-exclusive restrictions, such Target shall not be deemed an Unavailable Target and Lilly shall be permitted to request to add such Target as a Reserved Target or Project Target (whether as an Additional Target or Replacement Target); provided however, that the Parties will, as a precondition to the addition of such a non-exclusively licensed Target as a Reserved Target or Project Target, enter into an amendment to this Agreement as [***] to permit ProQR to comply with its obligations to the relevant Third Party licensee without such continued compliance constituting a breach of ProQR’s obligations under this Agreement, including by amending the rights and licenses granted hereunder to Lilly with respect to such Target and Compounds and Products Directed To such Target so that such rights and licenses are subject to the prior license grant, and limiting ProQR’s obligations under Article 7 as they pertain to such Target and Compounds and Products Directed To such Target to permit compliance with the prior agreement.

Reserved Targets. 3.3.1 As of the Effective Date, the Parties have identified the Targets set forth on Exhibit 3.3 as Targets to be reserved under this Agreement (the “Reserved Targets”) for potential inclusion in the Research Program through the selection by Lxxxx Lilly of one or more such Reserved Targets as either Additional Targets or Replacement Targets. Lxxxx Lilly may update the Reserved Target list at any time by notifying the JSC of the identity of a Target to be added as a Reserved Target or to replace a different Reserved Target; provided that: (a) such Target to be added as a Reserved Target is not, at such time, an Unavailable Target (unless Lxxxx Lilly has consented to the non-exclusive restrictions on such Target pursuant to this Section 3.3.1); and (b) in no event shall the aggregate number of Reserved Targets exceed [***] at any given time. Lxxxx Lilly may also notify the JSC at any time of any Reserved Target to be removed from the Reserved Target list. To the extent a Target is an Unavailable Target solely because ProQR has granted non-exclusive rights for such Target that would conflict with or prevent the grant of rights to Lilly under this Agreement for such Target, then upon Lxxxx’x Lilly’s request to add such Target as a Reserved Target or Project Target, ProQR shall promptly provide Lilly with written notice providing a reasonably detailed description of such non-exclusive rights, and, upon written notice by Lxxxx Lilly consenting to such non-exclusive restrictions, such Target shall not be deemed an Unavailable Target and Lilly shall be permitted to request to add such Target as a Reserved Target or Project Target (whether as an Additional Target or Replacement Target); provided however, that the Parties will, as a precondition to the addition of such a non-exclusively licensed Target as a Reserved Target or Project Target, enter into an amendment to this Agreement as [***] to permit ProQR to comply with its obligations to the relevant Third Party licensee without such continued compliance constituting a breach of ProQR’s obligations under this Agreement, including by amending the rights and licenses granted hereunder to Lilly with respect to such Target and Compounds and Products Directed To to such Target so that such rights and licenses are subject to the prior license grant, and limiting ProQR’s obligations under Article 7 as they pertain to such Target and Compounds and Products Directed To such Target to permit compliance with the prior agreement.

Reserved Targets. 3.3.1 As of At any time during the period between the Effective Date, Date and the Parties have identified the Targets set forth on Exhibit 3.3 as Targets to be reserved under this Agreement (the “Reserved Targets”) for potential inclusion in the Research Program through the selection by Lxxxx of one or more such Reserved Targets as either Additional Targets or Replacement Targets. Lxxxx may update the Reserved Target list at any time by notifying the JSC of the identity of a Target to be added as a Reserved Target or to replace a different Reserved Target; provided that: (a) such Target to be added as a Reserved Target is not, at such time, an Unavailable Target (unless Lxxxx has consented to the non-exclusive restrictions on such Target pursuant to this Section 3.3.1); and (b) in no event shall the aggregate number of Reserved Targets exceed [***] at any given time. Lxxxx anniversary of the Effective Date prior to Vertex’s exercise of the Additional Target Option, subject to Section 2.3.2, Vertex may also notify designate a single Target as reserved for the JSC at any time of any Additional Target Option (the “Reserved Target”) by providing written notice to the Gatekeeper (the “Reserved Target to be removed from the Notice”), which Reserved Target listNotice will identify the proposed Reserved Target. To In such event, unless the extent a applicable Target Availability Notice delivered by the Gatekeeper pursuant to Section 2.3.2 states that such proposed Reserved Target is an Unavailable Target solely because ProQR has granted non-exclusive rights for such Target that would conflict with or prevent the grant of rights to Lilly under this Agreement for such Target, then upon Lxxxx’x request such proposed Reserved Target will automatically be designated as the Reserved Target as of the date the Gatekeeper identifies the Reserved Target in the Target Availability Notice provided to the Parties pursuant to Section 2.3.2 (such date, the “Reserved Target Designation Date”). [***]. Unless the applicable Target Availability Notice delivered by the Gatekeeper pursuant to Section 2.3.2 states that such proposed other Target is an Unavailable Target, such proposed other Target will automatically be designated as the Reserved Target, and the Target formerly designated as the Reserved Target will no longer be the Reserved Target; provided that the Reserved Target Designation Date shall remain the same and neither the Reserved Target Designation Date nor the Reserved Target Outside Date shall be modified in the event [***]. Notwithstanding anything to the contrary in this Agreement, if Vertex does not exercise its Additional Target Option to add such Target as a the Reserved Target or Project Target, ProQR shall promptly provide Lilly with written notice providing a reasonably detailed description of such non-exclusive rights, and, upon written notice by Lxxxx consenting to such non-exclusive restrictions, such Target shall not be deemed an Unavailable Target and Lilly shall be permitted to request to add such Target as a Reserved Target or Project Target (whether as an Additional Target or Replacement prior to the Reserved Target Outside Date, such Reserved Target will no longer be a Reserved Target, provided that Vertex may still exercise the Additional Target Option for such former Reserved Target during the Additional Target Option Period, subject to the procedures set forth in Section 2.3.2 (for clarity, as long as such former Reserved Target does not become an Unavailable Target); provided however, . If Vertex exercises the Additional Target Option to add Target(s) that are not the Parties will, as a precondition to the addition of such a non-exclusively licensed Reserved Target as the Additional Target, then the Reserved Target will cease to be a Reserved Target or Project Target, enter into an amendment to this Agreement effective as [***] to permit ProQR to comply with its obligations to of the relevant Third Party licensee without such continued compliance constituting a breach exercise of ProQR’s obligations under this Agreement, including by amending the rights and licenses granted hereunder to Lilly with respect to such Additional Target and Compounds and Products Directed To such Target so that such rights and licenses are subject to the prior license grant, and limiting ProQR’s obligations under Article 7 as they pertain to such Target and Compounds and Products Directed To such Target to permit compliance with the prior agreementOption.

Reserved Targets. 3.3.1 As BMS shall have the right, from time to time during the Term prior to the Replacement Target End Date, by providing written notice of the Effective Dateapplicable Target to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target)), the Parties have identified the Targets set forth on Exhibit 3.3 as Targets to be add a Target that is not an Excluded Target to a reserved under this Agreement list (the “Reserved TargetsList”) for potential inclusion in the Research Program through the selection by Lxxxx of one or ); provided that there shall be no more such Reserved Targets as either Additional Targets or Replacement Targets. Lxxxx may update than the Reserved Target list Maximum on the Reserved List at any given time. In addition, BMS shall have the right, from time to time during the Term prior to the Replacement Target End Date, by notifying the JSC providing written notice of the identity of a applicable Target to be added as Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target)), to substitute a given Reserved Target or to replace a different on the Reserved List with another Target; provided that: (a) that such Target to be added as is not an Excluded Target. For clarity, substituting a given Reserved Target is noton the Reserved List with another Target shall not count towards the Substitution Limitation. BMS and the Third Party Gatekeeper shall maintain an up-to-date Reserved List. The Reserved List shall be the Confidential Information of BMS, at such timeand, an Unavailable Target (unless Lxxxx has consented to the non-exclusive restrictions on such Target pursuant subject to this Section 3.3.13.2 (Reserved Targets); and (b) in no event , the Third Party Gatekeeper shall not disclose the aggregate number list of Reserved Targets exceed to Avidity. Prior to [***] at any given time. Lxxxx may also notify Avidity shall provide the JSC at any time of any Reserved Target to be removed from the Reserved Target list. To the extent Third Party Gatekeeper with a Target is an Unavailable Target solely because ProQR has granted non-exclusive rights for such Target that would conflict with or prevent the grant of rights to Lilly under this Agreement for such Target, then upon Lxxxx’x request to add such Target as a Reserved Target or Project Target, ProQR shall promptly provide Lilly with confidential written notice providing a reasonably detailed description of such non-exclusive rights, and, upon written notice by Lxxxx consenting to such non-exclusive restrictions, such Target shall not be deemed an Unavailable Target and Lilly shall be permitted to request to add such Target as a Reserved Target or Project Target (whether as an Additional “Avidity Target or Replacement TargetNotice”); provided however, that the Parties will, as a precondition to the addition of such a non-exclusively licensed Target as a Reserved Target or Project Target, enter into an amendment to this Agreement as . Within [***] to permit ProQR to comply with its obligations to following the relevant Third Party licensee without Gatekeeper’s receipt of the Avidity Target Notice, the Third Party Gatekeeper shall verify whether such continued compliance constituting a breach of ProQR’s obligations under this AgreementTarget is on the Reserved List and notify Avidity in writing whether such proposed Target is or is not on the Reserved List. If such notice from the Third Party Gatekeeper indicates that the Target is on the Reserved List, including by amending the Parties will remain subject to all rights and licenses granted obligations hereunder to Lilly in connection with respect to such Reserved Target and Compounds and Products Directed To such Target so that such rights and licenses are subject to the prior license grant, and limiting ProQR’s obligations under Article 7 as they pertain to such Target and Compounds and Products Directed To such Target to permit compliance (including exclusivity in accordance with the prior agreementSection 5.7.1 (Avidity Exclusivity)).

Reserved Targets. 3.3.1 As During the period prior to the [***] anniversary of the Effective DateDate and prior to selection of [***] Additional Targets, BMS shall have the Parties have identified right to designate a total of up to [***] Targets as reserved Targets (each, a “Reserved Target”) in accordance with this Section 2.3.2 and the Targets gatekeeper process set forth on Exhibit 3.3 as in Section 2.3.3. The maximum number of Reserved Targets to be reserved under this Agreement (the “Reserved Targets”) for potential inclusion in the Research Program through shall decrease following the selection by Lxxxx of one or more such Reserved Targets each Additional Target [***] as either Additional Targets or Replacement Targets. Lxxxx may update the Reserved Target list at any time by notifying the JSC of the identity of a Target to be added as a Reserved Target or to replace a different Reserved Target; provided thatfollows: (a) upon selection of the [***] Additional Target by BMS (regardless of whether such Additional Target is a Reserved Target), the maximum number of Reserved Targets shall be [***] and, if BMS had previously designated [***] Reserved Targets, then, immediately upon receipt of the Target Availability Notice confirming such Additional Target is Available in accordance with Section 2.3.3, BMS shall provide written notice to the Gatekeeper and to MTEM identifying which of the previously designated Reserved Targets will cease to be added as a Reserved Target is not(and, at such timethereafter, an Unavailable Target (unless Lxxxx has consented to the non-exclusive restrictions on such Target pursuant to this Section 3.3.1will be deemed a Terminated Target); and (b) in no event shall upon selection of the aggregate number of Reserved Targets exceed [***] at any given timeAdditional Target by BMS (regardless of whether such Additional Target is a Reserved Target), the remaining Target(s) that were previously designated Reserved Target(s) shall cease to be Reserved Target(s) and, thereafter, such Target(s) will be deemed Terminated Target(s). Lxxxx may also notify Subject to the JSC at any time foregoing and the remainder of any this Section 2.3.2, if a Target that BMS identifies as a proposed Reserved Target to be removed from the Reserved Target list. To the extent in a Target Nomination Notice is an Unavailable Target solely because ProQR has granted non-exclusive rights for Available, as determined in accordance with the gatekeeper process set forth in Section 2.3.3, then such Target that would conflict with or prevent the grant of rights to Lilly under this Agreement for such Target, then upon Lxxxx’x request to add such Target shall be designated as a Reserved Target or Project Target, ProQR shall promptly provide Lilly with written notice providing a reasonably detailed description of such non-exclusive rights, and, upon written notice by Lxxxx consenting to such non-exclusive restrictions, such Target shall not be deemed an Unavailable Target and Lilly shall be permitted to request to add such Target as a Reserved Target or Project Target (whether as an Additional Target or Replacement Target); provided however, that the Parties will, as a precondition to the addition of such a non-exclusively licensed Target as a Reserved Target or Project Target, enter into an amendment to this Agreement as from [***] to permit ProQR to comply with its obligations to until the relevant Third Party licensee without earlier of (i) the date that is [***] after the date of such continued compliance constituting a breach Target Availability Notice or (ii) BMS’ selection of ProQR’s obligations under this AgreementAdditional Targets as provided above (the “Reservation Period”). [***]. For clarity, including by amending upon expiration of the rights and licenses granted hereunder to Lilly Reservation Period with respect to each Reserved Target [***] and, in any event, upon BMS’ selection of [***] Additional Targets, regardless of whether such Additional Target(s) were Reserved Targets, each Reserved Target [***] shall cease to be a Reserved Target, each such Target and Compounds and Products Directed To such Target so that such rights and licenses are subject to the prior license grantshall be deemed a Terminated Target, and limiting ProQR’s obligations under Article 7 as they pertain the terms of Section 5.6 shall no longer apply to such Target and Compounds and Products Directed To such Target to permit compliance with the prior agreementTarget.

Reserved Targets. 3.3.1 As (i) Exhibit D identifies the list of Targets that are reserved by the Parties as of the Effective DateDate to be Reserved Targets for the Research Program (as such list is updated from time to time in accordance with this Section 3.4(b)(i), the “Reserved Target List”). During the Substitution Period, the Parties have identified the Targets set forth on Exhibit 3.3 as may add additional Targets to be reserved under this Agreement (the “Reserved Targets”) for potential inclusion in the Research Program through the selection by Lxxxx of one or more such Reserved remove Targets as either Additional Targets or Replacement Targets. Lxxxx may update from the Reserved Target list at any time List as mutually agreed by notifying the JSC of the identity of a Target to be added as a Reserved Target or to replace a different Reserved TargetParties; provided that: that unless the Parties otherwise agree, (a) such Target to be added as a the Reserved Target is not, at such time, an Unavailable Target (unless Lxxxx has consented to the non-exclusive restrictions on such Target pursuant to this Section 3.3.1); and (b) in List may contain no event shall the aggregate number of Reserved Targets exceed more than [***] at any given time; and (b) the Reserved Target List may contain no more than four (4) Targets in the aggregate at any given time. Lxxxx may also notify Any addition or removal of a Target from the Reserved Target List that is mutually agreed by the Parties will be recorded in the minutes of the JSC at any time of and will not require a separate amendment to this Agreement. Notwithstanding the foregoing, [***]. For clarity, (A) any Reserved Target to be that is removed from the Reserved Target list. To List during the extent a Target is an Unavailable Target solely because ProQR has granted non-exclusive rights for such Target that would conflict with or prevent the grant of rights to Lilly under this Agreement for such Target, then upon Lxxxx’x request to add such Target as Substitution Period will no longer be a Reserved Target or Project Target, ProQR shall promptly provide Lilly with written notice providing a reasonably detailed description of such non-exclusive rights, and, Collaboration Target effective upon written notice by Lxxxx consenting to such non-exclusive restrictions, such Target shall not be deemed an Unavailable Target and Lilly shall be permitted to request to add such Target as a Reserved Target or Project Target (whether as an Additional Target or Replacement Target); provided however, the date that the Parties willmutually agree to remove such Reserved Target, as a precondition to (B) all Reserved Targets that do not become Designated Targets will be released from the addition of such a non-exclusively licensed Target as a Reserved Target List and no longer be Reserved Targets or Project Collaboration Targets effective upon the earliest of (1) the end of the Substitution Period, (2) the date of its removal from the Reserved Target List, and (3) the expiration or termination of the Research Term, and (C) effective as of the date that the clause (A) or (B) applies with respect to a given Reserved Target, enter into an amendment to this Agreement as [***] to permit ProQR to comply with its obligations to (x) the relevant Third Party licensee without such continued compliance constituting a breach of ProQR’s obligations under this Agreementlicense grants in Sections 7.1(a) and 7.3 and (y) the exclusivity in Article 11, including by amending the rights and licenses granted hereunder to Lilly in each case ((x)-(y)) shall terminate with respect to such Target and Compounds and Products Directed To such Target so that such rights and licenses are subject to the prior license grant, and limiting ProQR’s obligations under Article 7 as they pertain to such Target and Compounds and Products Directed To such Target to permit compliance with the prior agreementReserved Target.