Common use of Target Exclusivity Clause in Contracts

Target Exclusivity. Legacy shall notify Primary immediately upon the occurrence of the Target Exclusivity Expiration Date (as defined below). Primary covenants and agrees that until the earliest of (i) the date six (6) years following the end of the Research Term, (ii) termination of the Existing Ag Agreement, or (iii) the date on which Ag Partner ceases using Commercially Reasonable Efforts to develop and commercialize Ag Partner Royalty Products incorporating any Licensed VDCs or CDCs targeting, in either case, the Target (the earliest of (i), (ii), or (iii), the “Target Exclusivity Expiration Date”), neither Primary nor any Affiliate thereof shall enter into any agreement or arrangement in the Legacy Field with a Third Party for the identification or generation of Metalloprotein Inhibitors intended to target the Target, provided that, notwithstanding the foregoing, this Section 2.5 shall not prohibit (i) any Primary Acquiring Entity or any Affiliate thereof from entering into any agreement or arrangement in the Legacy Field for the identification or generation of Metalloprotein Inhibitors intended to target the Target using Know-How or subject matter claimed in Patent Rights other than that included in Metallophile™ Technology prior to the date of the transaction by which such Primary Acquiring Entity first became a Primary Acquiring Entity or (ii) Primary or any Affiliate thereof from entering into any agreement or arrangement in the Legacy Field with a Third Party for the identification or generation of Metalloprotein Inhibitors intended to target the Target using any Primary Acquiring Entity Know-How or subject matter claimed in Primary Acquiring Entity Patents, except to the extent such Primary Acquiring Entity Know-How or Primary Acquiring Entity Patents were already included within the Metallophile™ Technology prior to the date of the transaction by which such Primary Acquiring Entity first became an Primary Acquiring Entity. For purposes of clarification but not limitation, nothing in this Agreement shall prevent Primary or any Affiliate thereof from entering into collaboration, licensing or other agreements with any Third Party(ies) (i) outside the Legacy Field concerning the identification, development, or commercialization of compounds directed against any receptor, protein, peptide, or other biological or chemical entity (including but not limited to the Target) or (ii) inside the Legacy Field concerning the identification, development, or commercialization of compounds directed against any receptor, protein, peptide, or other biological or chemical entity other than the Target.

Target Exclusivity. Legacy shall notify Primary immediately upon Nurix will not conduct, and will cause its Affiliates to not conduct, by itself or themselves, or in collaboration with or on behalf of any Third Party, any Research, Development, Manufacture or Commercialization activities with respect to (a) any Collaboration Target for the occurrence period of time [*] applicable to such Collaboration Target, including such activities with respect to any compound Directed To such Collaboration Target alone or together with any other Target(s), (b) any Replaced Collaboration Target, any Collaboration Target terminated by Sanofi pursuant to ARTICLE 17 (Term and Termination), or any other Collaboration Target for which a License Term Extension does not occur within the License Extension Fee Timeframe, for a period of [*] after the date Sanofi has exercised its Collaboration Target Substitution Right with respect to any such Replaced Collaboration Target, the effective date of any such termination by Sanofi, or the last day of the License Extension Fee Timeframe (in each case as applicable), including such activities with respect to any compound Directed To such Target Exclusivity Expiration Date alone or together with any other Target(s), and (as defined below). Primary covenants and agrees that until the earliest of (ic) the date six (6) years following the end of any Reserved Target during the Research Term, including such activities with respect to any compound Directed To such Target alone or together with any other Target(s) (iieach such time period a “Target Exclusivity Period”), in each case (a), (b) and (c) other than such Research activities expressly contemplated herein. Notwithstanding anything to the contrary in this Agreement, including the foregoing clause (b), if Sanofi exercises its Collaboration Target Substitution Right to replace [*], then the Target Exclusivity Period with respect to [*], as applicable, shall be a period of [*] after the date Sanofi has exercised its Collaboration Target Substitution Right with respect to such Target and not [*]: Notwithstanding anything to the contrary in this Agreement, including the foregoing clause (b), the Target Exclusivity Period for the Initial Collaboration Target STAT6 and the Additional Collaboration Target [*] each shall expire upon the termination of the Existing Ag Agreement, applicable Collaboration Target or (iii) the date on which Ag Partner ceases using Commercially Reasonable Efforts to develop and commercialize Ag Partner Royalty Products incorporating any Licensed VDCs or CDCs targetingAgreement in its entirety, in either each case, the Target by Sanofi pursuant to Section 17.3 (the earliest of (i), (ii), Termination at Will) or (iii), the “Target Exclusivity Expiration Date”), neither Primary nor any Affiliate thereof shall enter into any agreement or arrangement in the Legacy Field with a Third Party for the identification or generation of Metalloprotein Inhibitors intended to target the Target, provided that, notwithstanding the foregoing, this Section 2.5 shall not prohibit (i) any Primary Acquiring Entity or any Affiliate thereof from entering into any agreement or arrangement in the Legacy Field for the identification or generation of Metalloprotein Inhibitors intended to target the Target using Know-How or subject matter claimed in Patent Rights other than that included in Metallophile™ Technology prior to the date of the transaction by which such Primary Acquiring Entity first became a Primary Acquiring Entity or (ii) Primary or any Affiliate thereof from entering into any agreement or arrangement in the Legacy Field with a Third Party for the identification or generation of Metalloprotein Inhibitors intended to target the Target using any Primary Acquiring Entity Know-How or subject matter claimed in Primary Acquiring Entity Patents, except to the extent such Primary Acquiring Entity Know-How or Primary Acquiring Entity Patents were already included within the Metallophile™ Technology prior to the date of the transaction by which such Primary Acquiring Entity first became an Primary Acquiring Entity. For purposes of clarification but not limitation, nothing in this Agreement shall prevent Primary or any Affiliate thereof from entering into collaboration, licensing or other agreements with any Third Party(ies17.6(A) (i) outside the Legacy Field concerning the identification, development, or commercialization Termination by Sanofi for Change of compounds directed against any receptor, protein, peptide, or other biological or chemical entity (including but not limited to the TargetControl of Nurix) or by Nurix pursuant to Section 17.2 (iiTermination for Material Breach) inside the Legacy Field concerning the identification, development, or commercialization of compounds directed against any receptor, protein, peptide, or other biological or chemical entity other than the TargetSection 17.4 (Termination for Bankruptcy).