Target Nomination Process Clause Samples

Target Nomination Process. If Novartis exercises its right to nominate a New Target pursuant to Section 2.8(a)(ii), Novartis shall concurrently with delivery of [***], submit in writing to the Gatekeeper a nomination of a New Target of interest to become [***]. Upon receipt of Novartis’ nomination, the Gatekeeper shall promptly thereafter (but, in any event, within [***] of receipt of Novartis’ nomination) determine whether or not the New Target nominated by Novartis was an Available Target as of the close of business on the Business Day prior to the date of such nomination by Novartis. If the New Target is determined by the Gatekeeper to be an Available Target, the Gatekeeper will promptly inform Novartis and Generate in writing with a confirmation of such New Target’s identity and the fact that such New Target is an Available Target and the Parties will cooperate, in good faith and through the JSC pursuant to Section 6.2(c)(i) to prepare and approve an Initial Research Plan for such Available Target. Neither Party may unreasonably withhold, condition, or delay its approval of such Initial Research Plan (it being understood that Generate may not withhold its approval of such Initial Research Plan so long as the overall scope, approaches, computational cycles, budget, and allocation of responsibilities are consistent with the other Initial Research Plans). Upon approval of the Initial Research Plan for such Available Target by the Parties, the Available Target will be deemed [***]. If the Gatekeeper determines that the New Target nominated by Novartis is not an Available Target in accordance with this Section 2.8(b)(iv), then the Gatekeeper will inform Novartis in writing that such New Target is not an Available Target and Novartis will have the right, within [***] following such notice from the Gatekeeper, to nominate additional New Targets (one at a time in accordance with this Section 2.8(c)) until an Available Target becomes [***] hereunder. For the avoidance of doubt, if Novartis has timely provided a Third Target Election Notice pursuant to Section 2.8(a)(ii) and has timely complied with its obligations under this Section 2.8(c), Novartis’ right to nominate a New Target as [***] will not expire unless and until an Initial Research Plan for an Available Target has been approved by the Parties.

Target Nomination Process. To nominate a Modulator Target or Antigen Target other than a Genentech Reserved Target as a Collaboration Target, Genentech shall provide BicycleTx with a confidential written description of the applicable Modulator Target or Antigen Target (the “Nominated Target”), including, [***] such Modulator Target or Antigen Target (the “Target Nomination Notice”). Within [***] following BicycleTx’s receipt of the Target Nomination Notice with respect to a Nominated Target, BicycleTx shall verify whether such Nominated Target is on its list of Unavailable Targets and notify Genentech in writing (“Target Availability Notice”). If the Target Availability Notice indicates that the Nominated Target is not on the list of Unavailable Targets, then, within [***] of such Target Availability Notice, the Parties will negotiate and mutually agree upon a Discovery Research Plan for such Nominated Target. Any such Discovery Research Plan shall be substantially similar in form and content to the Discovery Research Plan(s) for the previous Collaboration Target(s), including the Initial Discovery Research Plan, [***]. Thereafter, such Nominated Target shall be designated as a “Collaboration Target” on the date when (a) the Parties have agreed on such Discovery Research Plan, and (b) Genentech has paid the applicable Target Nomination Fee (the “Target Acceptance Date”), and the Parties will have all rights and obligations hereunder in connection with such Collaboration Target (including exclusivity in accordance with Section 7.8) as of the Target Acceptance Date.