Common use of Occupied MoAs Clause in Contracts

Occupied MoAs. Notwithstanding anything to the contrary in Section 2.6.1 (Replacement Decisions), that if at the time of a Replacement Decision: (a) Morphic is precluded from granting ▇▇▇▇▇▇▇ the licenses under this Agreement with respect to such proposed Replacement Target MoA due to a conflicting grant of rights (or an outstanding option to obtain such a grant of rights) or covenant to a Third Party pursuant to a bona fide written agreement that is executed in good faith in the ordinary course of business prior to the date of the Replacement Decision for such proposed target via the proposed Mechanism of Action that is still in effect on such date, or (b) Morphic is conducting a Morphic Internal Program itself with respect to such proposed Replacement Target MoA (each of (a) and (b), a “Pre-Existing Restriction,” and such proposed target, in each case ((a) and (b)), an “Occupied MoA”), then, in each case ((a) and (b)), Morphic will promptly notify ▇▇▇▇▇▇▇ that such proposed Replacement Target MoA is an Occupied MoA, and ▇▇▇▇▇▇▇ may select another proposed Replacement Target MoA (and another if such other proposed Replacement Target MoA is an Occupied MoA and so on) until such time that ▇▇▇▇▇▇▇ selects a Replacement Target MoA that is not an Occupied MoA, at which point such proposed Replacement Target MoA will be added as a Target and Research Program under this Agreement. If ▇▇▇▇▇▇▇ in good faith questions why a proposed Replacement Target MoA is an Occupied MoA, then, upon ▇▇▇▇▇▇▇’▇ request, Morphic will promptly provide reasonable evidence as to why such proposed Replacement Target MoA is an Occupied MoA. In the event of a dispute with regard to any proposed Replacement Target MoA, such dispute will be resolved in accordance with Section 15.1 (Discussion by Executive Officers; Arbitration).