Dropped Targets Sample Clauses
The "Dropped Targets" clause defines the process and implications when certain objectives, deliverables, or milestones—referred to as "targets"—are removed from the scope of an agreement. In practice, this clause outlines how parties should formally identify and agree upon which targets are to be dropped, and may specify adjustments to timelines, compensation, or responsibilities as a result. Its core function is to provide a clear mechanism for modifying the scope of work, thereby preventing disputes and ensuring both parties understand the consequences of removing specific targets from the contract.
Dropped Targets. If at any time Aventis determines in good faith that the evaluation of any Antibody Target or a Program Target should be discontinued, then Aventis will inform ImmunoGen that the Antibody Target or Program Target should be dropped from the scope of this Agreement. ImmunoGen shall review whether each such determination was made in good faith and if so shall confirm such determination as soon as reasonably practicable. Thereafter, such Antibody Target or Program Target shall be deemed to be a “Dropped Target.” Notwithstanding the foregoing, Schedule 2.14 attached hereto identifies all Antibody Targets and Program Targets as of August 31, 2006 that have become Dropped Targets as of the Third Amendment Effective Date.”
(e) Section 2.14 of the Agreement is hereby deleted in its entirety and replaced with the following:
Dropped Targets. During the Research Term, GSK shall have the right to drop any Selected Target upon written notice to EPIZYME (each such dropped Selected Target, a “Dropped Target”), and effective upon EPIZYME’s receipt of such notice such Dropped Target shall cease to be a Selected Target and EPIZYME shall cease and no longer be obligated to conduct activities directed to such Dropped Target under the applicable Research Plan. Following the date on which a Selected Target becomes a Dropped Target, such Dropped Target shall not be available for re-selection by GSK as a Selected Target.
Dropped Targets. If at any time during the Research Program Term the Joint Research Committee fails to designate any Antibody Target as a Program Target within the period described in Section 2.8.3, then such Antibody Target shall be deemed a “Dropped Target.” In addition, if at any time during the Research Program Term either Party determines in good faith that the evaluation of an Antibody Target or Program Target should be discontinued, then either Party may propose to the Joint Research Committee that the Antibody Target or Program Target should be dropped from the Research Program. The Joint Research Committee shall review each such proposal in good faith and make a determination in favor or against such proposal as soon as reasonably practicable. If the Joint Research Committee accepts any such proposal, then, subject to Section 2.8.3 (in the event that a Lead Antibody has been Developed against such Program Target), such Antibody Target or Program Target shall thereafter be deemed to be a “Dropped Target”.
Dropped Targets. On a Dropped Target-by-Dropped Target basis, GSK hereby grants to EPIZYME a license in the Field in the Territory, with the right to grant sublicenses (subject to Section 5.2.3), under GSK IP directed to such Dropped Target, Collaboration IP Controlled by GSK, and GSK’s interest in the Joint IP, in each case to the extent used in connection with the Selected Target that became a Dropped Target, to research, Develop, make, have made, use, sell, offer for sale and import EPIZYME Compounds and EPIZYME Products directed to such Dropped Target, and all related EPIZYME Diagnostic Products. Such license to EPIZYME shall be co-exclusive (with GSK and its Affiliates); provided however that, such license shall be exclusive (even as to GSK and its Affiliates) (a) with respect to Collaboration IP Controlled by GSK and GSK’s interest in Joint IP, in each case that claim the composition of matter or method of use of any EPIZYME Compound or EPIZYME Product directed to such Dropped Target, and (b) with respect to Diagnostic IP Controlled by GSK that Covers the Development, manufacture or Commercialization of EPIZYME Diagnostic Products that are related to any EPIZYME Compound or EPIZYME Product for which EPIZYME is granted an exclusive license under the foregoing clause (a).
Dropped Targets. (a) If at any point in time (i) neither Party desires to continue validation and drug discovery activities with respect to a Program Target, (ii) both Parties fail to exercise commercially reasonable efforts to conduct validation and drug discovery activities with respect to such target and do not cure such failure or both Parties fail to exercise commercially reasonable efforts in undertaking such validation and drug discovery activities and neither cures such failure within [**] after receipt of written notice from the other Party asserting such failure (PROVIDED THAT if the first Party to receive such written notice responds within such [**] period with a notice to the other Party asserting that such other Party has also failed to exercise commercially reasonable efforts in undertaking such validation and drug discovery activities, both written notices shall, for purposes of this subsection, be deemed to have been given concurrently on the date that the first notice was given), (iii) the Joint Research Project Team decides to discontinue validation and drug discovery activities with respect to such target, or (iv) the Researching Party fails to exercise commercially reasonable efforts to conduct validation and drug discovery activities with respect to a Single-Party Research Target, then such target shall thereafter be deemed a Dropped Target and not a Program Target or a Single Party Research Target, as applicable. Confidential Materials omitted and filed with the Securities and Exchange Commission. Asterisks denote omissions.
(b) Either Party shall thereafter during the Research Program Term have the right to pursue such target as a Single-Party Research Target, PROVIDED THAT such Party first gives written notice of its desire to the other Party, together with any data, results, or information in its Control relating to such target and not already provided to the other Party. If the other Party does not give notice of its desire to pursue such target within [**], such target shall thereafter be a Single-Party Research Target and not a Dropped Target and the Researching Party's rights and obligations with respect to such Single-Party Research Target shall be as set forth in Section 2.7.3.
(c) If the other Party desires to participate in such research and/or drug discovery activities with respect to such target, such target shall thereafter be a Program Target and not a Dropped Target, and the Annual Research Plan shall be appropriately amended to inclu...