Target Nomination Clause Samples
The Target Nomination clause establishes the process by which one party identifies or designates a specific target, such as a company, asset, or individual, for a particular transaction or purpose within an agreement. Typically, this clause outlines the criteria, timing, and method for making the nomination, and may require the nominating party to provide relevant information or obtain consent from the other party. Its core practical function is to ensure clarity and mutual understanding regarding which target is subject to the agreement, thereby reducing ambiguity and potential disputes.
Target Nomination. 2.1.1 Subject to this ARTICLE 2, AbbVie has the right to select a total of up to two (2) TCR Targets as Accepted Targets under this Agreement for purposes of Development and Commercialization of Discovery T-Cell Receptor Constructs and Licensed Products. The first such TCR Target must be initially nominated by AbbVie no later than [***] following the Effective Date and the second such TCR Target must initially be nominated by AbbVie no later than [***] following the Effective Date. [***].
2.1.2 Licensor shall maintain an up-to-date list of unavailable Therapeutic Targets (collectively, “Unavailable Targets”). As of the Effective Date, such Unavailable Targets include those Therapeutic Targets in Schedule 2.1.2. The list of Unavailable Targets shall be limited to (a) Therapeutic Targets [***] with respect to [***], (b) Therapeutic Targets covered by [***] or (c) Therapeutic Targets that are the [***] such Therapeutic Target, provided, however, that such Therapeutic Target may [***], not to exceed: (i) [***], if Licensor and such [***] or (ii) [***] if Licensor and [***], provided, that, such [***]. In addition, if Licensor [***], in each such case (clauses (A) through (C)) with respect to a [***], then the Therapeutic Target [***] shall be deemed to be an Unavailable Target. The identity of the Unavailable Targets is deemed to be the Confidential Information of Licensor.
2.1.3 To nominate a TCR Target as an Accepted Target, AbbVie shall provide Licensor with a confidential written description of the Therapeutic Target (the “Nominated Target”) corresponding to such TCR Target, including, to the extent available, the NCBI Entrez Gene Symbol and NCBI RefSeq accession number and the amino acid sequence for such Therapeutic Target (the “Target Nomination Notice”). Within [***] following the Licensor’s receipt of the Target Nomination Notice with respect to a Nominated Target, Licensor shall verify whether such Nominated Target is on the list of Unavailable Targets and notify AbbVie in writing (“Target Availability Notice”) whether such proposed Nominated Target is or is not on the Unavailable Target list. If the Target Availability Notice indicates that the Nominated Target is not on the Unavailable Target list, then the TCR Target corresponding to such Nominated Target shall automatically be designated as an “Accepted Target” on the date of AbbVie’s receipt of the Target Availability Notice (the “Target Acceptance Date”), and the Parties will have all rights an...
Target Nomination. For a period of [***] after the Effective Date (the “Target Nomination Period”), the Parties may mutually agree to name additional Targets in the Research Collaboration as a Collaboration Target, provided that [***] would be designated as Collaboration Targets in the Research Collaboration at any given time (i.e., a Collaboration Target must be removed from Exhibit A, and shall thereafter no longer constitute a “Collaboration Target,” in order for a Target to be added to Exhibit A as an Additional Collaboration Target, and all rights and obligations of the Parties to such removed Target shall terminate). If [***], such Target shall not be included as an “Additional Collaboration Target” under this Agreement. Additional Collaboration Targets will be added to Exhibit A by way of an amendment to this Agreement.
Target Nomination. 2.2.1. During the period beginning at the Effective Date and ending on the [***] anniversary thereof (the “Nomination Period”), AstraZeneca may nominate any of the molecular targets identified in Appendix 1 (collectively, as may be updated pursuant to Section 2.2.4, the “Combination Collaboration Target Pool”) to be the subject of pre-clinical studies carried out in accordance with Section 2.3 by providing written notice to Fusion of such nomination (a “Nomination Notice”). AstraZeneca may deliver the first Nomination Notice at any time within [***] after the Effective Date, and thereafter each additional Nomination Notice shall be delivered at least [***] prior to each anniversary of the Effective Date. Unless the Parties agree otherwise, until five (5) Combination Collaboration Targets have been nominated, AstraZeneca shall nominate at least [***] and not more than [***] molecular targets in each of the [***] comprising the Nomination Period; provided, that such obligation for AstraZeneca to nominate at least [***] Combination Collaboration Target shall not apply in the event a Phase 1 Study of FPI1434 identifies toxicities making it unsuited for combination with compounds in the AstraZeneca Pipeline.
2.2.2. AstraZeneca shall be permitted to nominate up to, but not more than, five (5) Combination Collaboration Targets pursuant to Section 2.2.1.
2.2.3. For the avoidance of doubt, AstraZeneca shall be permitted to list a specific combination of [***] molecular targets as a target in the Combination Collaboration Target Pool however, if nominated as a combination, each of the constituent molecular targets in the combination will not be reserved as individual targets in the Combination Collaboration Target Pool unless AstraZeneca elects to also separately nominate the constituent molecular targets as targets in the Combination Collaboration Target Pool.
Target Nomination. Subject to this ARTICLE 2, AbbVie has the right to select a total of up to two (2) Targets as Accepted Targets under this Agreement for purposes of Development and Commercialization of AbbVie Probodies, Discovery PDCs and Licensed Products. The first such Target must be initially nominated by AbbVie no later than the [***] anniversary of the Effective Date and the second such Target must initially be nominated by AbbVie no later than [***] following the Effective Date.
Target Nomination. AbbVie has the right to select, in its sole discretion, a total of up to two (2) TCR Targets and six (6) TCR/Antibody Targets as Accepted Targets under this Agreement, in each case, as set forth in the remainder of this Section 2.1.1.
Target Nomination. The Parties shall collaborate with respect to the performance of two (2) Target Program Plans. Subject to the remainder of this Section 4.2(a), during the Target Selection Term, Exelixis shall nominate Targets as Collaboration Targets as described in this Section 4.2 until one (1) further Target in addition to the Initial Target has been designated as a Collaboration Target under this Agreement.
Target Nomination