Internal SAV Programs Sample Clauses

Internal SAV Programs. (i) During the SAV Research Term, if a non-proposing Party reasonably declines in writing to participate in a program for a Target(s) that is proposed pursuant to an SAV Target Notice in accordance with Section 3.1(c)(iii), or fails to respond in writing to the proposing Party within [***] days of receipt of the applicable SAV Target Notice, then the proposing Party may elect, in its sole discretion, to provide written notice, within [***] days after the date that the non-proposing Party declines in writing to participate (or fails to respond, as applicable), to the non-proposing Party to conduct an Internal SAV Program for such proposed Target(s), and (A) upon the date of such written notice, the proposing Party shall conduct an “Internal SAV Program” for such Target(s) and shall be the “ISP Party” for such Internal SAV Program, (B) the ISP Party shall promptly thereafter (and in any event within [***] days) prepare in writing and provide to the non-ISP Party an Internal SAV Program Plan for such Internal SAV Program consistent with the SAV Target Notice, with the goal of Researching SAVs Directed against such Target(s) under the Internal SAV Program Plan through the selection of a Lead SAV Candidate, and (C) the Parties shall promptly discuss in good faith and agree upon the definition of [***] to be set forth in the Internal SAV Program Plan for such Internal SAV Program, [***]. (ii) The ISP Party for such Internal SAV Program, [***], will undertake Research and such other activities as set forth in the applicable Internal SAV Program Plan for such Internal SAV Program to generate information to prepare the Pre-GLP Tox Data Package for such Internal SAV Program. If Merck is the ISP Party for such Merck Internal SAV Program, Moderna will Manufacture and supply SAVs (including mRNA Constructs therefor) Directed against the applicable Target(s) for such Merck Internal SAV Program, all in accordance with the supply terms set forth in Exhibit N. An ISP Party may terminate its Internal SAV Program for any reason upon [***] days written notice to the non-ISP Party. If an ISP Party does not actively conduct its Internal SAV Program [***], then the ISP Party shall provide prompt written notice to the non-ISP Party of such discontinuation [***], and as of the date of such written notice, [***]. (iii) During the Internal SAV Program Term for a given Internal SAV Program, the Parties shall present and review, via the POC Committee, the status of the Research activi...