Common use of Third Party Targets Clause in Contracts

Third Party Targets. (a) Except as otherwise may be agreed in writing by the parties, Sanwa has the right to submit biological targets identified by third parties to Telik as Selected Targets pursuant to this Agreement, and shall submit such targets to Telik prior to Sanwa and any such third party entering into an Approved Agreement ("Third Party Target"). (b) Sanwa shall submit all proposed Third Party Targets to Telik as soon as reasonably possible under the circumstances relating to such Third Party Target and Telik agrees to treat all such Third Party Targets as Confidential Information for purposes of this Agreement. (c) With respect to all agreements, including without limitation screening agreements and commercialization and license agreements that either Sanwa or Telik proposes to enter into relating to Third Party Targets to be submitted as Selected Targets pursuant to this Agreement ("Proposed 4. [*] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreements") the party proposing to enter into such Proposed Agreement shall provide the other party with information sufficient to gauge the timeliness, extent and seriousness of the commercialization effort related to compounds that may be discovered as a result of the screening services performed by Telik pursuant to this Agreement, without jeopardizing the transaction with the third party to such Proposed Agreement and subject always to such third party's written consent. (d) Sanwa shall provide a draft of any Proposed Agreement relating to the screening services to be provided by Telik pursuant to Section 1.2 to Telik as soon as reasonably practicable, but in any event prior to signature by Sanwa. All such drafts of such Proposed Agreements and any Approved Agreement signed by Sanwa shall include the text of the provisions set forth on Exhibit A attached hereto if in English or, if such Proposed Agreements or Approved Agreement are in Japanese, a Japanese translation of the text of the provisions set forth on Exhibit A that shall be attached hereto as Exhibit A-1 after preparation by Sanwa and approval by Telik, which approval shall not be unreasonably withheld or delayed. Sanwa shall have the right, subject to the obligation in Section 1.5(c) to redact the key financial and commercial terms of all such Proposed Agreements. Sanwa shall have no obligation to translate any draft Proposed Agreement. Sanwa shall also provide Telik the opportunity to meet with each third party signatory to a Proposed Agreement prior to Sanwa signing such Proposed Agreement or any binding preliminary agreements, letters of intent or the like. (e) Telik shall promptly review and within [*] provide any proposed revisions that Telik may have to all drafts of Proposed Agreements provided by Sanwa to Telik pursuant to Section 1.5 (d) to ensure that the provisions set forth on Exhibit A or Exhibit A-1 as appropriate are embodied in such Proposed Agreement and that such Proposed Agreement does not contain any terms that conflict with or are inconsistent with the terms set forth on Exhibit A or Exhibit A-1 as appropriate. If (i) Telik does not provide Sanwa in writing with such revisions to a Proposed Agreement within such [*] time period, or (ii) Sanwa revises a Proposed Agreement to incorporate Telik's proposed revisions directed solely to ensuring that the provisions set forth on Exhibit A or Exhibit A-1 as appropriate are embodied in such Proposed Agreement and that such Proposed Agreement does not contain any terms that conflict with or are inconsistent with the terms set forth on Exhibit A or Exhibit A-1 as appropriate , and Telik does not reject Third Party Target pursuant to Section 1.3 hereof, then Sanwa may sign such Proposed Agreement. Telik shall sign all Proposed Agreements (a) as to which Telik has not rejected the Proposed Target pursuant to Section 1.3, indicating that such Proposed Target is acceptable to Telik and (b) which contain the provisions set forth on Exhibit A or Exhibit A-1, as appropriate. A Proposed Agreement signed by both Sanwa and Telik, or a Proposed Agreement signed by Sanwa pursuant to the preceding sentence will constitute an "Approved Agreement" for purposes of this Agreement. For the avoidance of doubt, Sanwa's failure to incorporate any Telik proposed revisions that are not directed solely to ensuring that the provisions set forth on Exhibit A or Exhibit A-1, as appropriate,

Third Party Targets. During the Term, Bayer agrees that CRISPR and its Affiliates may, at its discretion, enter into any Crispr/Cas Technology Target-based transaction with a Third Party (aeach, a “Third Party Target Transaction”) Except as otherwise may be agreed without the consent of Bayer, the Company or any Local Operating Entity and without violating any terms of this Agreement or any other [***] = Certain confidential information contained in writing this document, marked by brackets, has been omitted and filed separately with the parties, Sanwa has the right to submit biological targets identified by third parties to Telik as Selected Targets Securities and Exchange Commission pursuant to this AgreementRule 406 of the Securities Act of 1933, and shall submit such targets to Telik prior to Sanwa and any such third party entering into an Approved Agreement ("Third Party Target"). (b) Sanwa shall submit all proposed Third Party Targets to Telik as soon as reasonably possible under amended. Transaction Document provided, that the circumstances relating to definitive documentation for such Third Party Target Transaction shall explicitly include language that […***…]. If CRISPR or one of its Affiliates intends to enter into a Third Party Target Transaction during the Term and Telik agrees to treat all the Third Party has requested a […***…] be included in such Third Party Targets as Confidential Information for purposes of this Agreement. (c) With respect to all agreementsTarget Transaction, including without limitation screening agreements CRISPR may request in writing that the Parties, the Company and commercialization and license agreements that either Sanwa or Telik proposes to the applicable Local Operating Entities promptly enter into relating good faith negotiations to Third Party Targets to be submitted as Selected Targets pursuant to […***…]; provided, that this Agreement ("Proposed 4. shall not require that the Company or such Local Operating Entity […***…] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreements") without the party proposing to enter into such Proposed Agreement shall provide the other party with information sufficient to gauge the timeliness, extent and seriousness approval of the commercialization effort related to compounds that may be discovered as a result of the screening services performed by Telik pursuant to this Agreement, without jeopardizing the transaction with the third party to such Proposed Agreement and subject always to such third party's written consent. (d) Sanwa shall provide a draft of any Proposed Agreement relating to the screening services to be provided by Telik pursuant to Section 1.2 to Telik as soon as reasonably practicable, but in any event prior to signature by Sanwa. All such drafts of such Proposed Agreements and any Approved Agreement signed by Sanwa shall include the text of the provisions set forth on Exhibit A attached hereto if in English or, if such Proposed Agreements or Approved Agreement are in Japanese, a Japanese translation of the text of the provisions set forth on Exhibit A that shall be attached hereto as Exhibit A-1 after preparation by Sanwa and approval by Telik, which approval shall not be unreasonably withheld or delayed. Sanwa shall have the right, subject to the obligation in Section 1.5(c) to redact the key financial and commercial terms of all such Proposed Agreements. Sanwa shall have no obligation to translate any draft Proposed Agreement. Sanwa shall also provide Telik the opportunity to meet with each third party signatory to a Proposed Agreement prior to Sanwa signing such Proposed Agreement or any binding preliminary agreements, letters of intent or the like. (e) Telik shall promptly review and within [*] provide any proposed revisions that Telik may have to all drafts of Proposed Agreements provided by Sanwa to Telik pursuant to Section 1.5 (d) to ensure that the provisions set forth on Exhibit A or Exhibit A-1 as appropriate are embodied in such Proposed Agreement and that such Proposed Agreement does not contain any terms that conflict with or are inconsistent with the terms set forth on Exhibit A or Exhibit A-1 as appropriate. If (i) Telik does not provide Sanwa in writing with such revisions to a Proposed Agreement within such [*] time period, or (ii) Sanwa revises a Proposed Agreement to incorporate Telik's proposed revisions directed solely to ensuring that the provisions set forth on Exhibit A or Exhibit A-1 as appropriate are embodied in such Proposed Agreement and that such Proposed Agreement does not contain any terms that conflict with or are inconsistent with the terms set forth on Exhibit A or Exhibit A-1 as appropriate , and Telik does not reject Third Party Target pursuant to Section 1.3 hereof, then Sanwa may sign such Proposed Agreement. Telik shall sign all Proposed Agreements (a) as to which Telik has not rejected the Proposed Target pursuant to Section 1.3, indicating that such Proposed Target is acceptable to Telik and (b) which contain the provisions set forth on Exhibit A or Exhibit A-1, as appropriate. A Proposed Agreement signed by both Sanwa and Telik, or a Proposed Agreement signed by Sanwa pursuant to the preceding sentence will constitute an "Approved Agreement" for purposes of this AgreementManagement Board. For the avoidance of doubt, Sanwa's failure in no event shall this Section 3.7 apply to incorporate any Telik proposed revisions the Covered Targets under the Existing Third Party Agreement. In addition, during the Term, CRISPR may, by written notice to Bayer and the Company, request that are not directed solely to ensuring following the consummation of a Third Party Target Transaction that the provisions set forth on Exhibit A Company and the Local Operating Entities shall no longer pursue the Target(s) covered by such Third Party Target Transaction (each, an “Excluded Target”), which shall be determined by the Management Board as promptly as practicable following receipt of such notice. If the Management Board determines that any or Exhibit A-1all such Targets are Excluded Targets, as appropriate,the Company and the Local Operating entities shall not Develop, Commercialize or otherwise Exploit such Targets and the Company shall provide the Parties written notice of the same. The Parties agree to cause the Company and the Local Operating Entities to comply with the terms of this Section 3.7.

Third Party Targets. During the Term, ▇▇▇▇▇ agrees that CRISPR and its Affiliates may, at its discretion, enter into any Crispr/Cas Technology Target-based transaction with a Third Party (aeach, a “Third Party Target Transaction”) Except as otherwise may be agreed without the consent of Bayer, the Company or any Local Operating Entity and without violating any terms of this Agreement or any other [***] = Certain confidential information contained in writing this document, marked by brackets, has been omitted and filed separately with the parties, Sanwa has the right to submit biological targets identified by third parties to Telik as Selected Targets Securities and Exchange Commission pursuant to this AgreementRule 406 of the Securities Act of 1933, and shall submit such targets to Telik prior to Sanwa and any such third party entering into an Approved Agreement ("Third Party Target"). (b) Sanwa shall submit all proposed Third Party Targets to Telik as soon as reasonably possible under amended. Transaction Document provided, that the circumstances relating to definitive documentation for such Third Party Target Transaction shall explicitly include language that […***…]. If CRISPR or one of its Affiliates intends to enter into a Third Party Target Transaction during the Term and Telik agrees to treat all the Third Party has requested a […***…] be included in such Third Party Targets as Confidential Information for purposes of this Agreement. (c) With respect to all agreementsTarget Transaction, including without limitation screening agreements CRISPR may request in writing that the Parties, the Company and commercialization and license agreements that either Sanwa or Telik proposes to the applicable Local Operating Entities promptly enter into relating good faith negotiations to Third Party Targets to be submitted as Selected Targets pursuant to […***…]; provided, that this Agreement ("Proposed 4. shall not require that the Company or such Local Operating Entity [… ***…] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreements") without the party proposing to enter into such Proposed Agreement shall provide the other party with information sufficient to gauge the timeliness, extent and seriousness approval of the commercialization effort related to compounds that may be discovered as a result of the screening services performed by Telik pursuant to this Agreement, without jeopardizing the transaction with the third party to such Proposed Agreement and subject always to such third party's written consent. (d) Sanwa shall provide a draft of any Proposed Agreement relating to the screening services to be provided by Telik pursuant to Section 1.2 to Telik as soon as reasonably practicable, but in any event prior to signature by Sanwa. All such drafts of such Proposed Agreements and any Approved Agreement signed by Sanwa shall include the text of the provisions set forth on Exhibit A attached hereto if in English or, if such Proposed Agreements or Approved Agreement are in Japanese, a Japanese translation of the text of the provisions set forth on Exhibit A that shall be attached hereto as Exhibit A-1 after preparation by Sanwa and approval by Telik, which approval shall not be unreasonably withheld or delayed. Sanwa shall have the right, subject to the obligation in Section 1.5(c) to redact the key financial and commercial terms of all such Proposed Agreements. Sanwa shall have no obligation to translate any draft Proposed Agreement. Sanwa shall also provide Telik the opportunity to meet with each third party signatory to a Proposed Agreement prior to Sanwa signing such Proposed Agreement or any binding preliminary agreements, letters of intent or the like. (e) Telik shall promptly review and within [*] provide any proposed revisions that Telik may have to all drafts of Proposed Agreements provided by Sanwa to Telik pursuant to Section 1.5 (d) to ensure that the provisions set forth on Exhibit A or Exhibit A-1 as appropriate are embodied in such Proposed Agreement and that such Proposed Agreement does not contain any terms that conflict with or are inconsistent with the terms set forth on Exhibit A or Exhibit A-1 as appropriate. If (i) Telik does not provide Sanwa in writing with such revisions to a Proposed Agreement within such [*] time period, or (ii) Sanwa revises a Proposed Agreement to incorporate Telik's proposed revisions directed solely to ensuring that the provisions set forth on Exhibit A or Exhibit A-1 as appropriate are embodied in such Proposed Agreement and that such Proposed Agreement does not contain any terms that conflict with or are inconsistent with the terms set forth on Exhibit A or Exhibit A-1 as appropriate , and Telik does not reject Third Party Target pursuant to Section 1.3 hereof, then Sanwa may sign such Proposed Agreement. Telik shall sign all Proposed Agreements (a) as to which Telik has not rejected the Proposed Target pursuant to Section 1.3, indicating that such Proposed Target is acceptable to Telik and (b) which contain the provisions set forth on Exhibit A or Exhibit A-1, as appropriate. A Proposed Agreement signed by both Sanwa and Telik, or a Proposed Agreement signed by Sanwa pursuant to the preceding sentence will constitute an "Approved Agreement" for purposes of this AgreementManagement Board. For the avoidance of doubt, Sanwa's failure in no event shall this Section 3.7 apply to incorporate any Telik proposed revisions the Covered Targets under the Existing Third Party Agreement. In addition, during the Term, CRISPR may, by written notice to Bayer and the Company, request that are not directed solely to ensuring following the consummation of a Third Party Target Transaction that the provisions set forth on Exhibit A Company and the Local Operating Entities shall no longer pursue the Target(s) covered by such Third Party Target Transaction (each, an “Excluded Target”), which shall be determined by the Management Board as promptly as practicable following receipt of such notice. If the Management Board determines that any or Exhibit A-1all such Targets are Excluded Targets, as appropriate,the Company and the Local Operating entities shall not Develop, Commercialize or otherwise Exploit such Targets and the Company shall provide the Parties written notice of the same. The Parties agree to cause the Company and the Local Operating Entities to comply with the terms of this Section 3.7.