Common use of During the Option Term Clause in Contracts

During the Option Term. Except pursuant to this Agreement, during the Option Term, neither Party nor any of its respective Affiliates shall, except as otherwise permitted in Section 7.1.3, either (a) alone or with or for any Third Party, research (including screen), Develop, Manufacture (for research, Development or Commercialization), or Commercialize in the Field any Compound Directed to any Target, or (b) grant a license or sublicense to research (including screen), Develop, Manufacture (for research, Development or Commercialization), or Commercialize in the Field any Compound Directed to any Target; provided that this Section 7.1.1 shall not prevent either Party from conducting any Development activities that incur Territory-Specific Development Costs pursuant to Section 6.6 or engaging Third-Party subcontractors in accordance with Section 2.6. Notwithstanding anything to the contrary in this Section 7.1.1, in the event during the Option Term (y) either Party terminates this Agreement in its entirety, this Section 7.1.1 shall not apply to either Party; or (z) CELGENE terminates this Agreement as to a Selected Target on a Selected Target-by-Selected Target basis, then with respect to the applicable Terminated Target, this Section 7.1.1 shall apply to CELGENE and its Affiliates, but shall not apply to EPIZYME and its Affiliates solely with respect to such Terminated Target. In addition, during the Option Term, neither EPIZYME nor any of its Affiliates shall consummate, or attempt to consummate, a License Event with respect to any Available Target or Selected Target.

During the Option Term. Except pursuant to this Agreement, during the Option Term, neither Party nor any of its respective Affiliates shall, except as otherwise permitted in Section 7.1.3, either (a) alone or with or for any Third Party, research (including screen), Develop, Manufacture (for research, Development or Commercialization), or Commercialize in the Field any Compound Directed to any TargetDOT1L, [**] or [**] or, only if the Phase 1 Option with respect to [**] has been exercised by CELGENE, [**], or (b) grant a license or sublicense to research (including screen), Develop, Manufacture (for research, Development or Commercialization), or Commercialize in the Field any Compound Directed to any TargetDOT1L, [**] or [**] or, only if the Phase 1 Option with respect to [**] has been exercised by CELGENE, [**]; provided that this Section 7.1.1 shall not prevent either Party from conducting any Development activities that incur Territory-Specific Development Costs pursuant to Section 6.6 6.4 or engaging Third-Party subcontractors in accordance with Section 2.62.11. Notwithstanding anything to the contrary in this Section 7.1.1, in the event during the Option Term (y) either Party terminates this Agreement in its entirety, this Section 7.1.1 shall not apply to either Party; or (z) CELGENE terminates this Agreement as to a Selected Target on a Selected Target-by-Selected Target basis, then with respect to the applicable Terminated Target, this Section 7.1.1 shall not apply to CELGENE and its Affiliates, but shall not apply Affiliates or to EPIZYME and its Affiliates solely with respect to such Terminated Target. In addition, during the Option Term, neither EPIZYME nor any of its Affiliates shall consummate, or attempt to consummate, a License Event with respect to any Available Target or Selected Target.