Other SAV Programs Clause Samples

Other SAV Programs. (i) During the SAV Research Term, to the extent that either Party wishes to conduct Research and Development for SAVs Directed against a Target (or multiple Targets), other than KRAS, that is not the subject of a then existing SAV Program, then such Party shall provide written notice to the other Party of each proposed Target(s) to be included in a proposed SAV Program, which notice shall set forth [***] any Moderna Pre-Existing In-Licenses, Moderna New In-Licenses or Merck In-Licenses, as applicable, relating to such proposed Target(s) (an “SAV Target Notice”). Notwithstanding the foregoing, an SAV Target Notice may not include [***]. (ii) If the Parties mutually agree in writing to the inclusion of a proposed Target(s), [***], then (A) each such Target shall become an “SAV Target,” (B) the Parties shall conduct a “Joint SAV Program” for such SAV Target(s), and (C) the Parties shall promptly thereafter mutually prepare and approve in writing a POC Plan for a Joint SAV Program for such SAV Target(s). Such POC Plan for such Joint SAV Program shall contain such other information as set forth in and be consistent with Section 3.3(b). For the avoidance of doubt, the Parties may agree to multiple separate POC Plans for multiple Joint SAV Programs pursuant to this Section 3.1(c)(ii). (iii) If the non-proposing Party does not approve the inclusion of a proposed Target in an SAV Target Notice, [***], it shall notify the proposing Party thereof in writing within [***] days of receipt of the applicable SAV Target Notice. During the SAV Research Term, if Moderna [***] declines in writing to participate in a program for a Target(s) that is proposed by Merck pursuant to an SAV Target Notice pursuant to Section 3.1(c)(i), then Merck may elect, upon written notice to Moderna within [***] after Moderna declines to participate in such program, to [***] (provided that [***]). (iv) During the POC Term for a given Joint SAV Program, subject to and in accordance with the terms of this Agreement, the Parties will undertake Research and Development and such other activities as set forth in the applicable POC Plan for such Joint SAV Program (other than the KRAS Program, which is covered by the provisions of Section 3.1(b) above) with the goal of Researching and Developing SAVs (including Collaboration SAV Products) Directed against such SAV Target under such POC Plan through the conduct of preclinical studies and Clinical Studies with [***] SAVs (including Collaboration SAV Produ...