Common use of Selected Target Clause in Contracts

Selected Target. If BMS identifies at least [ * ] mammalian orthologue of such Candidate Target during such [ * ] period, then BMS must provide Exelixis with written notification, prior to the end of such [ * ] period, of its decision to select such Candidate Target as a Selected Target before BMS or its sublicensees may perform any other work on the Candidate Target following the end of such [ * ] period. (ii) If, despite its good faith, Diligent Efforts during the [ * ] period following Exelixis' submission of data regarding a particular Candidate Target to the JSC pursuant to Section 4.5, BMS has been unable to find at least [ * ] mammalian orthologue of such Candidate Target, then BMS shall have an additional [ * ] in which to use good faith, Diligent Efforts to seek to identify at least [ * ] mammalian orthologue of such Candidate Target and, if it so elects, to select such Candidate Target as a Selected Target by providing written notice thereof to Exelixis. (iii) If BMS fails to select such Candidate Target as a Selected Target, within the [ * ] period set forth in subsection (i) above and, if applicable, the additional [ * ] period set forth in subsection (ii) above, then such Candidate Target shall thereafter be deemed an "Abandoned Target," and Exelixis shall have the rights and obligations set forth in Sections 6.3(a) and 6.4. BMS covenants that it shall not perform any further research on such Target or [ * ] mammalian orthologue [ * ] identified by either Party under the Collaboration, and shall not use any such Target or any Research Results relating to such Target [ * ] mammalian orthologue [ * ], except as permitted in clauses (iv) or (v) below. (iv) If, after BMS has abandoned a particular Abandoned Target pursuant to clause (a)(iii) above: (1) BMS or any of its Affiliates learns, [ * ] under the Collaboration, that such Abandoned Target [ * ] mammalian orthologue [ * ] is directly inhibited, agonized or otherwise modulated by a compound in the same class of compounds as the BMS Compound that Exelixis tested in the Mode of Action Program to identify the Candidate Target that became such Abandoned Target; and (2) BMS or such Affiliate [ * ] any material use of any of the Research Results that Remain Confidential at such time [ * ] mammalian orthologues by BMS or its Affiliates that Remain Confidential; then BMS shall thereafter [ * ] such Abandoned Target and/or mammalian orthologues thereof for [ * ] to Exelixis under this Agreement, provided that BMS (or its Affiliate or licensee) does not [ * ] to such Abandoned Target [ * ] that Remain Confidential at the time of such use, or any [ * ] mammalian orthologues by BMS or its Affiliates (unless and until such [ * ] by BMS or its Affiliate). (v) With respect to any particular Abandoned Target that BMS abandoned pursuant to clause (a)(iii) above, BMS may thereafter [ * ] under the Agreement on such target and mammalian orthologues thereof. (1) Promptly after such [ * ] with respect to a particular Abandoned Target, Exelixis shall inform BMS which of the following circumstances applies: (A) Exelixis has already exclusively licensed such Abandoned Target [ * ] mammalian orthologue [ * ] to a third party; or (B) Exelixis is in actual license negotiations (i.e., after preparation of a term sheet) with regard to [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Selected Target. If BMS identifies at least [ * ] mammalian orthologue of such Candidate Target during such [ * ] period, then BMS must provide Exelixis with written notification, prior to the end of such [ * ] period, of its decision to select such Candidate Target as a Selected Target before BMS or its sublicensees may perform any other work on the Candidate Target following the end of such [ * ] period. (ii) If, despite its good faith, Diligent Efforts during the [ * ] period following Exelixis' submission of data regarding a particular Candidate Target to the JSC pursuant to Section 4.5, BMS has been unable to find at least [ * ] mammalian orthologue of such Candidate Target, then BMS shall have an additional [ * ] in which to use good faith, Diligent Efforts to seek to identify at least [ * ] mammalian orthologue of such Candidate Target and, if it so elects, to select such Candidate Target as a Selected Target by providing written notice thereof to Exelixis. (iii) If BMS fails to select such Candidate Target as a Selected Target, within the [ * ] period set forth in subsection (i) above and, if applicable, the additional [ * ] period set forth in subsection (ii) above, then such Candidate Target shall thereafter be deemed an "Abandoned Target," and Exelixis shall have the rights and obligations set forth in Sections 6.3(a) and 6.4. BMS covenants that it shall not perform any further research on such Target or [ * ] mammalian orthologue [ * ] identified by either Party under the Collaboration, and shall not use any such Target or any Research Results relating to such Target [ * ] mammalian orthologue [ * ], except as permitted in clauses (iv) or (v) below. (iv) If, after BMS has abandoned a particular Abandoned Target pursuant to clause (a)(iii) above: (1) BMS or any of its Affiliates learns, [ * ] under the Collaboration, that such Abandoned Target [ * ] mammalian orthologue [ * ] is directly inhibited, agonized or otherwise modulated by a compound in the same class of compounds as the BMS Compound that Exelixis tested in the Mode of Action Program to identify the Candidate Target that became such Abandoned Target; and (2) BMS or such Affiliate [ * ] any material use of any of the Research Results that Remain Confidential at such time [ * ] mammalian orthologues by BMS or its Affiliates that Remain Confidential; then BMS shall thereafter [ * ] such Abandoned Target and/or mammalian orthologues thereof for [ * ] to Exelixis under this Agreement, provided that BMS (or its Affiliate or licensee) does not [ * ] to such Abandoned Target [ * ] that Remain Confidential at the time of such use, or any [ * ] mammalian orthologues by BMS or its Affiliates (unless and until such [ * ] by BMS or its Affiliate). (v) With respect to any particular Abandoned Target that BMS abandoned pursuant to clause (a)(iii) above, BMS may thereafter [ * ] under the Agreement on such target and mammalian orthologues thereof. (1) Promptly after such [ * ] with respect to a particular Abandoned Target, Exelixis shall inform BMS which of the following circumstances applies: (A) Exelixis has already exclusively licensed such Abandoned Target [ * ] mammalian orthologue [ * ] to a third party; or (B) Exelixis is in actual license negotiations (i.e., after preparation of a term sheet) with regard to [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.