Common use of Target Pool Clause in Contracts

Target Pool. (A) Reserved Target Slots. Initially, Isis will have a pool (the "Isis Target Pool") containing up to [**] slots for which Isis can designate certain Gene Targets solely for Antisense Drug Discovery Programs (each such slot, a "Target Slot" and any Gene Target occupying such a slot, a "Reserved Target"); provided, however, that on January 1 of each year starting with January 1, [**], Isis will gain the right to purchase one additional Target Slot by paying Alnylam [**] per each additional Target Slot, which additional Target Slot shall be a Co-Exclusive Target Slot except as otherwise provided in Section 6.4(f). These rights are cumulative and, subject to Section 17.2(c) do not expire during the License Term. Furthermore, in the event that Isis pays the $[**] license option fee for a Reserved Target pursuant to section 8.1, such Reserved Target will be considered to have graduated from the Isis Target Pool, and, subject to Section 6.4(e), Isis will be permitted to designate a new Reserved Target to fill the open Target Slot in the Isis Target Pool. (B) Initial Designations; Conversion of Target Slots. Initially, subject to Section 6.4(e), Isis can designate up to [**] Reserved Targets as Isis Exclusive Targets (the "Isis Exclusive Targets", and each Target Slot occupied by an Isis Exclusive Target, an "Exclusive Target Slot") and up to [**] Reserved Targets as Isis Co-Exclusive Targets (the "Isis Co-Exclusive Targets", and each Target Slot occupied by an Isis Co-Exclusive Target, a "Co-Exclusive Target Slot"). On January 1 of each year starting with January 1, [**], one of the [**] initial Co-Exclusive Target Slots will convert into an Exclusive Target Slot such that the initial [**] Target Slots will all be Exclusive Target Slots by January 1, [**]. Subject to section 6.4(f), the Isis Co-Exclusive Target in a Co-Exclusive Target Slot that converts to an Exclusive Target Slot will become an Isis Exclusive Target. (C) Removing/Adding/Redesignating Targets. After the Effective Date and no more than [**] period (a "Target Reallocation Period"), Isis may do any of the following: (i) Remove a Gene Target from the Isis Target Pool (which, following such removal will create an open Target Slot); (ii) Add a new Gene Target to any open Target Slot (subject to the procedures and provisions of Section 6.4(e); or (iii) Redesignate an Isis Co-Exclusive Target as an Isis Exclusive Target, provided that (A) an open Exclusive Target Slot is available, which may be made available by Isis's simultaneous redesignation of an Isis Exclusive Target as an Isis Co-Exclusive Target, and (B) Alnylam does not have an Active Program with respect to such Isis Co-Exclusive Target or has not entered into a Bona Fide Drug Discovery Collaboration or Development Collaboration that prevents Alnylam from granting Isis an exclusive license with respect to such Isis Co-Exclusive Target. Notwithstanding the foregoing provisions of this Section 6.4(c), in any Target Reallocation Period, Isis cannot remove or redesignate, or any combination thereof, a number of Reserved Targets that exceeds the number calculated by dividing the then current number of Target Slots by [**]and rounding down to the nearest whole number. For the purpose of the limitation described in the immediately preceding sentence, (x) removing a Gene Target from the Isis Target Pool and then filling the open Target Slot created by such removal shall count as a single removal and (y) redesignating an Isis Co-Exclusive Target as an Isis Exclusive Target and simultaneously redesignating an Isis Exclusive Target as an Isis Co-Exclusive Target in order to make available an open Exclusive Target Slot to permit the former redesignation shall count as a single redesignation. Once Isis removes a Gene Target from the Isis Target Pool, Isis will be prevented from later adding such Gene Target to the Isis Target Pool until [**] have passed from the date Isis removed such Gene Target.

Target Pool. (A) Reserved Target Slots. Initially, Isis will have a pool (the "Isis Target Pool") containing up to [**] slots for which Isis can designate certain Gene Targets solely for Antisense Drug Discovery Programs (each such slot, a "Target Slot" and any Gene Target occupying such a slot, a "Reserved Target"); provided, however, that on January 1 of each year starting with January 1, [**], Isis will gain the right to purchase one additional Target Slot by paying Alnylam [**] per each additional Target Slot, which additional Target Slot shall be a Co-Exclusive Target Slot except as otherwise provided in Section 6.4(f). These rights are cumulative and, subject to Section 17.2(c) do not expire during the License Term. Furthermore, in the event that Isis pays the $[**] license option fee for a Reserved Target pursuant to section 8.1, such Reserved Target will be considered to have graduated from the Isis Target Pool, and, subject to Section 6.4(e), Isis will be permitted to designate a new Reserved Target to fill the open Target Slot in the Isis Target Pool. (B) Initial Designations; Conversion of Target Slots. Initially, subject to Section 6.4(e), Isis can designate up to [**] Reserved Targets as Isis Exclusive Targets (the "Isis Exclusive Targets", and each Target Slot occupied by an Isis Exclusive Target, an "Exclusive Target Slot") and up to [**] Reserved Targets as Isis Co-Exclusive Targets (the "Isis Co-Exclusive Targets", and each Target Slot occupied by an Isis Co-Exclusive Target, a "Co-Exclusive Target Slot"). On January 1 of each year starting with January 1, [**], one of the [**] initial Co-Exclusive Target Slots will convert into an Exclusive Target Slot such that the initial [**] Target Slots will all be Exclusive Target Slots by January 1, [**]. Subject to section 6.4(f), the Isis Co-Exclusive Target in a Co-Exclusive Target Slot that converts to an Exclusive Target Slot will become an Isis Exclusive Target. (C) Removing/Adding/Redesignating Targets. After the Effective Date and no more than [**] period (a "Target Reallocation Period"), Isis may do any of the following: (i) Remove a Gene Target from the Isis Target Pool (which, following such removal will create an open Target Slot); (ii) Add a new Gene Target to any open Target Slot (subject to the procedures and provisions of Section 6.4(e); or (iii) Redesignate an Isis Co-Exclusive Target as an Isis Exclusive Target, provided that (A) an open Exclusive Target Slot is available, which may be made available by Isis's simultaneous redesignation of an Isis Exclusive Target as an Isis Co-Exclusive Target, and (B) Alnylam does not have an Active Program with respect to such Isis Co-Exclusive Target or has not entered into a Bona Fide Drug Discovery Collaboration or Development Collaboration that prevents Alnylam from granting Isis an exclusive license with respect to such Isis Co-Exclusive Target. Notwithstanding the foregoing provisions of this Section 6.4(c), in any Target Reallocation Period, Isis cannot remove or redesignate, or any combination thereof, a number of Reserved Targets that exceeds the number calculated by dividing the then current number of Target Slots by [**]and rounding down to the nearest whole number. For the purpose of the limitation described in the immediately preceding sentence, (x) removing a Gene Target from the Isis Target Pool and then filling the open Target Slot created by such removal shall count as a single removal and (y) redesignating an Isis Co-Exclusive Target as an Isis Exclusive Target and simultaneously redesignating an Isis Exclusive Target as an Isis Co-Exclusive Target in order to make available an open Exclusive Target Slot to permit the former redesignation shall count as a single redesignation. Once Isis removes a Gene Target from the Isis Target Pool, Isis will be prevented from later adding such Gene Target to the Isis Target Pool until [**] have passed from the date Isis removed such Gene Target.