Common use of Non-availability Clause in Contracts

Non-availability. If the proposed Rare Disease Target is not Available at the time Voyager receives the notice in Section 2.2.3(a), or it is determined that the proposed target does not qualify as a Rare Disease Target, Novartis will be deemed not to have exercised the Additional Target Option, and Novartis will continue to have the ability to nominate additional Rare Disease Targets for exercise of the Additional Target Option in accordance with the process set forth above in this Section 2.2.3 until its Additional Target Option has been exercised; provided that (i) if the time period for the Additional Target Option Period under Section 1.7 has expired following Novartis’s nomination of the Rare Disease Target that was not Available, then (ii) Novartis’s Additional Target Option will continue (and the time period for the Additional Target Option Period will be extended) for up to an additional [**] after Voyager’s notification that the previously proposed Rare Disease Target is not Available (except if such period of [**] period is extended by mutual agreement of the Parties, repeating as necessary until a proposed Rare Disease Target is Available and Novartis triggers the Additional Target Option, or Novartis fails to timely nominate a Rare Disease Target; provided, however, that if for a given Additional Target Option no Rare Disease Target proposed by Novartis has been determined to be Available within [**] of the expiry of the Additional Target Option Period, then the Executive Officers shall meet to negotiate in good faith a methodology whereby a concurrence between the Rare Disease Targets of interest to Novartis and the Rare Disease Targets Available from Voyager may be determined. For the avoidance of doubt, the nomination process described in this Section 2.2.3 shall occur on a per Additional Target Option basis, and so the triggering of a one Additional Target Option does not foreclose the possibility of the process continuing for a second Additional Target Option.