Common use of Reserved Targets Clause in Contracts

Reserved Targets. 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 applicable Target to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target)), to add a Target that is not an Excluded Target to a reserved list (the “Reserved List”); provided that there shall be no more than the Reserved Target 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 providing written notice of the applicable Target to 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 on the Reserved List with another Target; provided that such Target is not an Excluded Target. For clarity, substituting a given Reserved Target on 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, and, subject to this Section 3.2 (Reserved Targets), the Third Party Gatekeeper shall not disclose the list of Reserved Targets to Avidity. Prior to [***] Avidity shall provide the Third Party Gatekeeper with a confidential written description of such Target (“Avidity Target Notice”). Within [***] following the Third Party Gatekeeper’s receipt of the Avidity Target Notice, the Third Party Gatekeeper shall verify whether such Target 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, the Parties will remain subject to all rights and obligations hereunder in connection with such Reserved Target (including exclusivity in accordance with Section 5.7.1 (Avidity Exclusivity)).

Reserved Targets. BMS shall have 3.3.1 As of the right, from time to time during the Term prior to the Replacement Target End Effective Date, by providing written notice of the applicable Target Parties have identified the Targets set forth on Exhibit 3.3 as Targets to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target)), to add a Target that is not an Excluded Target to a be reserved list under this Agreement (the “Reserved ListTargets”); provided that there shall be no ) for potential inclusion in the Research Program through the selection by Lilly of one or more than such Reserved Targets as either Additional Targets or Replacement Targets. Lilly may update the Reserved Target Maximum 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 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 List Targets exceed [***] at any given time. In additionLilly 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, BMS then upon Lilly’s request to add such Target as a Reserved Target or Project Target, ProQR shall have the right, from time to time during the Term prior to the Replacement Target End Date, by providing promptly provide Lilly with written notice providing a reasonably detailed description of the applicable Target such non-exclusive rights, and, upon written notice by Lilly consenting to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target))such non-exclusive restrictions, to substitute a given Reserved Target on the Reserved List with another Target; provided that such Target is not an Excluded Target. For clarity, substituting a given Reserved Target on the Reserved List with another Target shall not count towards the Substitution Limitation. BMS be deemed an Unavailable Target and the Third Party Gatekeeper shall maintain an up-to-date Reserved List. The Reserved List 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 Confidential Information Parties will, as a precondition to the addition of BMSsuch a non-exclusively licensed Target as a Reserved Target or Project Target, and, subject enter into an amendment to this Section 3.2 (Reserved Targets), the Third Party Gatekeeper shall not disclose the list of Reserved Targets to Avidity. Prior to Agreement as [***] Avidity shall provide to permit ProQR to comply with its obligations to the relevant Third Party Gatekeeper 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 a confidential written description of respect to such Target (“Avidity and Compounds and Products Directed to such Target Notice”). Within 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. 3.3.2 During the Research Term, only for so long as a Target is a Reserved Target in accordance with this Section 3.3, and for the entire Research Term with respect to all Targets that are [***] following the Targets: (a) ProQR shall not grant rights to a Third Party Gatekeeper’s receipt of the Avidity Target Notice, the Third Party Gatekeeper shall verify whether for such Target is on that would conflict with or prevent the Reserved List grant of rights to Lilly under this Agreement in the event that such Target were to become a Project Target; 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, the Parties will remain subject to all rights and obligations hereunder in connection with (b) such Reserved Target or [***] Target shall be considered a Lilly Target solely for purposes of, and shall be subject to, the exclusivity obligations set forth in Section 7.1 (including exclusivity in accordance with subject to Section 5.7.1 (Avidity Exclusivity)7.2).

Reserved Targets. BMS shall have 3.3.1 As of the right, from time to time during the Term prior to the Replacement Target End Effective Date, by providing written notice of the applicable Target Parties have identified the Targets set forth on Exhibit 3.3 as Targets to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target)), to add a Target that is not an Excluded Target to a be reserved list under this Agreement (the “Reserved ListTargets”); provided that there shall be no ) for potential inclusion in the Research Program through the selection by L▇▇▇▇ of one or more than such Reserved Targets as either Additional Targets or Replacement Targets. L▇▇▇▇ may update the Reserved Target Maximum 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 L▇▇▇▇ 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 List Targets exceed [***] at any given time. In additionL▇▇▇▇ 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, BMS then upon L▇▇▇▇’▇ request to add such Target as a Reserved Target or Project Target, ProQR shall have the right, from time to time during the Term prior to the Replacement Target End Date, by providing promptly provide Lilly with written notice providing a reasonably detailed description of the applicable Target such non-exclusive rights, and, upon written notice by L▇▇▇▇ consenting to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target))such non-exclusive restrictions, to substitute a given Reserved Target on the Reserved List with another Target; provided that such Target is not an Excluded Target. For clarity, substituting a given Reserved Target on the Reserved List with another Target shall not count towards the Substitution Limitation. BMS be deemed an Unavailable Target and the Third Party Gatekeeper shall maintain an up-to-date Reserved List. The Reserved List 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 Confidential Information Parties will, as a precondition to the addition of BMSsuch a non-exclusively licensed Target as a Reserved Target or Project Target, and, subject enter into an amendment to this Section 3.2 (Reserved Targets), the Third Party Gatekeeper shall not disclose the list of Reserved Targets to Avidity. Prior to Agreement as [***] Avidity shall provide to permit ProQR to comply with its obligations to the relevant Third Party Gatekeeper 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 a confidential written description of respect to such Target (“Avidity and Compounds and Products Directed To such Target Notice”). Within 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. 3.3.2 During the Research Term, only for so long as a Target is a Reserved Target in accordance with this Section 3.3, and for the entire Research Term with respect to all Targets that are [***] following the Targets: (a) ProQR shall not grant rights to a Third Party Gatekeeper’s for such Target that would conflict with or prevent the grant of rights to Lilly under this Agreement in the event that such Target were to become a Project Target; and (b) such Reserved Target or [***] Target shall be considered a Lilly Target solely for purposes of, and shall be subject to, the exclusivity obligations set forth in Section 7.1 (subject to Section 7.2). 3.3.3 During the Research Term, for so long as a Target is a Reserved Target in accordance with this Section 3.3, if (a) ProQR or its Affiliates intend to initiate an internal program with respect to such Reserved Target, or (b) ProQR or its Affiliates have been notified by a Third Party that such Third Party has substantive intentions to collaborate with ProQR or its Affiliates on such Reserved Target; then ProQR shall promptly notify Lilly of the identity of such Reserved Target. Lilly may, no later than [***] after receipt of the Avidity Target Noticesuch notification, the Third Party Gatekeeper shall verify whether such Target is on the Reserved List and notify Avidity in writing whether such proposed Target is propose an Additional Project or is not on the Reserved List. If such notice from the Third Party Gatekeeper indicates that the Target is on the Reserved List, the Parties will remain subject Replacement Project (as applicable) directed to all rights and obligations hereunder in connection with such Reserved Target (including exclusivity or any specific adenosine, element or mutated form thereof) (in accordance which case the Reserved Target, specific element thereof or mutated form thereof shall become a Project Target). During such notification period, such Target shall not become an Unavailable Target. If, following such notification period, L▇▇▇▇ elects not to propose an Additional Project or Replacement Project (as applicable) directed to such Reserved Target (or any specific adenosine, element or mutated form thereof), ProQR may move forward with Section 5.7.1 (Avidity Exclusivity))such internal program or collaboration, as applicable and the Target shall no longer be considered a Reserved Target.