Replacement Decision Sample Clauses

Replacement Decision. On a Research Program-by-Research Program basis, at any time prior to commencement of those Research Activities designated in the applicable Research Plan for such Research Program to be commenced after completion of the first in vivo experiment set forth in such Research Plan for a Compound that is the subject of such Research Program, subject to Section 2.6.3 (Occupied MoAs), ▇▇▇▇▇▇▇ may elect to (a) change the Mechanism of Action for the Target that is the subject of such Research Program or (b) replace the Target that is the subject of such Research Program with a new target and Mechanism of Action (such new Mechanism of Action pursuant to the foregoing clause (a) or new target and Mechanism of Action pursuant to the foregoing clause (b), each, a “Replacement Target MoA,” and such decision, a “Replacement Decision”). If, as of the Replacement Decision, Morphic or its Affiliates have assigned FTEs to perform Development or Commercialization activities related to the potential Replacement Target MoA that is the subject of such Replacement Decision pursuant to a detailed written plan and allocated resources to the performance of such activities in accordance with an associated budget (and Morphic is at such time actively performing such Development or Commercialization activities with respect to such potential Replacement Target MoA), but at such time Morphic or its Affiliates have not identified a compound that modulates the applicable target via the applicable Mechanism of Action and shown that such candidate has activity in one or more in vitro functional cell-based assays against such a target via a Mechanism of Action, then Morphic shall provide written notice to ▇▇▇▇▇▇▇ describing: (a) all of its out-of-pocket costs with respect to the acquisition and Development to-date of such potential Replacement Target MoA; and (b) all existing agreements to which Morphic and its Affiliates have entered into with respect to such potential Replacement Target MoA that are in existence as of the effective date of such Replacement Decision. Following receipt of such notice, the Parties will discuss in good faith any potential allocation of costs and any potential allocation of obligations under such existing agreements described in such notice with respect to such potential Replacement Target MoA, provided, however, that in no event will ▇▇▇▇▇▇▇ be responsible for any financial or other obligations of Morphic to any Third Party under or related to the CMCC License ...