Common use of Target Identification Clause in Contracts

Target Identification. (a) During the Research Term, Vividion may discuss with Celgene, on a regular basis at JRC meetings, additional Targets as potential Program Targets identified by Vividion in the course of its ongoing research activities in the Field as well as discuss with Celgene material developments in or new data or information in Vividion’s possession and Control relating to previously identified Targets; provided that Vividion shall not have any obligation to discuss with Celgene any developments, data or information relating to Programs that have reverted to Vividion pursuant to Section 2.4.4 or Section 2.13. (b) Notwithstanding anything to the contrary contained herein, Celgene shall always be entitled to inform Vividion that it wishes to remove a Target as a Program Target and that such Target shall be considered an Excluded Target. Notwithstanding anything to the contrary contained herein, Celgene shall be entitled to designate, in a written notice (“Closed Target Notice”) to Vividion, any Program Target for which Celgene wishes to receive only specified or no additional information or to have a Third Party designee reasonably acceptable to Vividion receive and review information relating to such Program Target in place of Celgene (any such designated Target, a “Closed Target”); it being understood and agreed that Celgene shall be entitled to modify (i) the designation of any Closed Target such that the corresponding Program Target is no longer a Closed Target, and (ii) the information restrictions and recipients then-imposed with respect to such Closed Target. In each initial Closed Target Notice and in any subsequent modifications to such Closed Target Notice, Celgene shall include (x) the identity of the corresponding Closed Target, (y) a detailed written description of the limited information, if any, that Celgene wishes to receive for such Closed Target (such limited information the “Limited Information”), and (z) the identity and address of Celgene’s designee (if any) that Celgene wishes to receive the Limited Information.