Common use of Termination of GSK Development Compound Clause in Contracts

Termination of GSK Development Compound. (a) After exercise of the GSK Program Option with respect to a Candidate Selection Compound in a Program, GSK shall have the right, at any time, to terminate Development and Commercialization of such resulting GSK Development Compound in accordance with this Section 4.2.7 for any reason or for no reason at all, effective upon [***] written notice to OncoMed; provided that, if GSK terminates Development of the GSK Development Compound during a Clinical Trial, GSK will Complete such Clinical Trial and shall bear all costs and expenses actually incurred to Complete such Clinical Trial(s) regardless of the effective date of such termination; provided that GSK may [***]. Upon Completion of such Clinical Trial(s), when such GSK Development Compound becomes an OncoMed Development Compound, GSK will provide OncoMed with any material information, materials and data for such Program and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practical. (b) If there is [***] then, subject to Section 4.2.7(c) and (d): (i) such GSK Development Compound shall be deemed an OncoMed Development Compound and shall no longer be subject to Section 7.2, (ii) such Program shall be deemed terminated by GSK pursuant to Section 14.3.2, (iii) the Collaboration Target in such Program shall no longer be deemed an Active Target and shall no longer be subject to the exclusivity provisions of Sections 7.1.1 and 7.1.3, and (iv) any Candidate Selection Compound or Collaboration Compound in such Program shall no longer be subject to the exclusivity provisions of Section 7.2. OncoMed will thereafter have all rights, itself or with a Third Party or through a Sublicensee, to Develop and Commercialize such terminated GSK Development Compound, Candidate Selection Compound, or Collaboration Compound that has or has not met the Lead Generation Criteria directed to such Collaboration Target, at OncoMed’s sole expense, subject to the terms of this Agreement, including without limitation the grant of the license by GSK to OncoMed under Section 5.5 and the payment by OncoMed of royalties to GSK under the applicable provision of Section 8.4. Thereafter, GSK will provide OncoMed with any material information, materials and data for such Program and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practical after GSK’s notice of such termination, and GSK shall have no right or license to practice the OncoMed Licensed Patents, to use OncoMed Licensed Know-How, or to use the OncoMed Confidential Information relating to such terminated GSK Development Compound, Candidate Selection Compound, or Collaboration Compound for any purpose. (c) If, upon termination of a GSK Development Compound as described in the first sentence of Section 4.2.7(a), [***], OncoMed shall provide notice thereof to GSK. GSK shall have the right to exercise, no later than [***] after delivery of such notice, the GSK Program Option for such other Candidate Selection Compound. If GSK exercises the GSK Program Option for such other Candidate Selection Compound, then (i) GSK will continue [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Development of such other Candidate Selection Compound as a GSK Development Compound, subject to the terms of this Agreement, including without limitation GSK’s obligations under Section 9.2 and to make payments to OncoMed pursuant to Sections 8.2 and 8.3, (ii) such Program shall not be deemed terminated by GSK pursuant to Section 14.3.2, (iii) the Collaboration Target in such Program shall continue to be deemed an Active Target and shall continue to be subject to the exclusivity provisions of Sections 7.1.1 and 7.1.3, and (iv) any other Candidate Selection Compound or Collaboration Compound in such Program shall continue to be subject to the exclusivity provisions of Section 7.2, and (v) the Candidate Selection Compound terminated under Section 4.2.7(a) shall not be further Developed by either Party. (d) If, upon termination of a GSK Development Compound as described in the first sentence of Section 4.2.7(a), [***], OncoMed shall provide notice thereof to GSK. If OncoMed elects to further Develop such other Candidate Selection Compound under this Agreement, then (i) OncoMed shall continue to use Commercially Reasonable Efforts pursuant to Section 9.1 to Develop such other Candidate Selection Compound, (ii) such Program shall not be deemed terminated by GSK pursuant to Section 14.3.2, (iii) the Collaboration Target in such Program shall continue to be deemed an Active Target and shall continue to be subject to the exclusivity provisions of Sections 7.1.1 and 7.1.3, and (iv) any other Candidate Selection Compound or Collaboration Compound in such Program shall continue to be subject to the exclusivity provisions of Section 7.2, (v) the terminated Candidate Selection Compound shall not be further Developed by either Party, (vi) GSK will continue to make milestone payments pursuant to Section 8.2, and (vii) GSK will have the right, upon achievement of the PoC Criteria for such other Candidate Selection Compound, to exercise the GSK Program Option to continue Development of such PoC Compound as a GSK Development Compound, subject to the terms of this Agreement, including without limitation GSK’s obligations under Section 9.2 and to make payments to OncoMed pursuant to Sections 8.2 and 8.3. For clarity, if GSK does not exercise the GSK Program Option for such other Candidate Selection Compound pursuant to Section 4.2.7(c), and OncoMed does not elect to further Develop such other Candidate Selection Compound pursuant to this Section 4.2.7(d), then OncoMed shall be free to Research, Develop, and Commercialize any Candidate Selection Compounds and Collaboration Compounds in such Program either on its own or with or through a Third Party outside of the Collaboration pursuant to Section 4.2.7(b).

Termination of GSK Development Compound. (a) After exercise of the GSK Program Option with respect to a Candidate Selection Compound in a Program, GSK shall have the right, at any time, to terminate Development and Commercialization of such resulting GSK Development Compound in accordance with this Section 4.2.7 for any reason or for no reason at all, effective upon [***] written notice to OncoMed; provided that, if GSK terminates Development of the GSK Development Compound during a Clinical Trial, GSK will Complete such Clinical Trial and shall bear all costs and expenses actually incurred to Complete such Clinical Trial(s) regardless of the effective date of such termination; provided that GSK may [***]. Upon Completion of such Clinical Trial(s), when such GSK Development Compound becomes an OncoMed Development Compound, GSK will provide OncoMed with any material information, materials and data for such Program and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practical. (b) If there is [***] then, subject to Section 4.2.7(c) and (d): (i) such GSK Development Compound shall be deemed an OncoMed Development Compound [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and shall no longer be subject to Section 7.2, (ii) such Program shall be deemed terminated by GSK pursuant to Section 14.3.2, (iii) the Collaboration Target in such Program shall no longer be deemed an Active Target and shall no longer be subject to the exclusivity provisions of Sections 7.1.1 and 7.1.3, and (iv) any Candidate Selection Compound or Collaboration Compound in such Program shall no longer be subject to the exclusivity provisions of Section 7.2. OncoMed will thereafter have all rights, itself or with a Third Party or through a Sublicensee, to Develop and Commercialize such terminated GSK Development Compound, Candidate Selection Compound, or Collaboration Compound that has or has not met the Lead Generation Criteria directed to such Collaboration Target, at OncoMed’s sole expense, subject to the terms of this Agreement, including without limitation the grant of the license by GSK to OncoMed under Section 5.5 and the payment by OncoMed of royalties to GSK under the applicable provision of Section 8.4. Thereafter, GSK will provide OncoMed with any material information, materials and data for such Program and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practical after GSK’s notice of such termination, and GSK shall have no right or license to practice the OncoMed Licensed Patents, to use OncoMed Licensed Know-How, or to use the OncoMed Confidential Information relating to such terminated GSK Development Compound, Candidate Selection Compound, or Collaboration Compound for any purpose. (c) If, upon termination of a GSK Development Compound as described in the first sentence of Section 4.2.7(a), [***], OncoMed shall provide notice thereof to GSK. GSK shall have the right to exercise, no later than [***] after delivery of such notice, the GSK Program Option for such other Candidate Selection Compound. If GSK exercises the GSK Program Option for such other Candidate Selection Compound, then (i) GSK will continue [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Development of such other Candidate Selection Compound as a GSK Development Compound, subject to the terms of this Agreement, including without limitation GSK’s obligations under Section 9.2 and to make payments to OncoMed pursuant to Sections 8.2 and 8.3, (ii) such Program shall not be deemed terminated by GSK pursuant to Section 14.3.2, (iii) the Collaboration Target in such Program shall continue to be deemed an Active Target and shall continue to be subject to the exclusivity provisions of Sections 7.1.1 and 7.1.3, and (iv) any other Candidate Selection Compound or Collaboration Compound in such Program shall continue to be subject to the exclusivity provisions of Section 7.2, and (v) the Candidate Selection Compound terminated under Section 4.2.7(a) shall not be further Developed by either Party. (d) If, upon termination of a GSK Development Compound as described in the first sentence of Section 4.2.7(a), [***], OncoMed shall provide notice thereof to GSK. If OncoMed elects to further Develop such other Candidate Selection Compound under this Agreement, then (i) OncoMed shall continue to use Commercially Reasonable Efforts pursuant to Section 9.1 to Develop such other Candidate Selection Compound, (ii) such Program shall not be deemed terminated by GSK pursuant to Section 14.3.2, (iii) the Collaboration Target in such Program shall continue to be deemed an Active Target and shall continue to be subject to the exclusivity provisions of Sections 7.1.1 and 7.1.3, and (iv) any other Candidate Selection Compound or Collaboration Compound in such Program shall continue to be subject to the exclusivity provisions of Section 7.2, (v) the terminated Candidate Selection Compound shall not be further Developed by either Party, (vi) GSK will continue to make milestone payments pursuant to Section 8.2, and (vii) GSK will have the right, upon achievement of the PoC Criteria [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. for such other Candidate Selection Compound, to exercise the GSK Program Option to continue Development of such PoC Compound as a GSK Development Compound, subject to the terms of this Agreement, including without limitation GSK’s obligations under Section 9.2 and to make payments to OncoMed pursuant to Sections 8.2 and 8.3. For clarity, if GSK does not exercise the GSK Program Option for such other Candidate Selection Compound pursuant to Section 4.2.7(c), and OncoMed does not elect to further Develop such other Candidate Selection Compound pursuant to this Section 4.2.7(d), then OncoMed shall be free to Research, Develop, and Commercialize any Candidate Selection Compounds and Collaboration Compounds in such Program either on its own or with or through a Third Party outside of the Collaboration pursuant to Section 4.2.7(b).