Replacement of Program Targets Clause Samples
The Replacement of Program Targets clause allows for the modification or substitution of specific goals, metrics, or deliverables originally set out in a program agreement. In practice, this clause outlines the process by which parties can agree to update targets due to changing circumstances, such as shifts in market conditions, regulatory requirements, or project scope. Its core function is to provide flexibility and ensure that the program remains relevant and achievable, thereby reducing the risk of non-compliance or disputes arising from outdated or unattainable objectives.
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Replacement of Program Targets. MERCK shall have the right (a) to replace up to [***] [***] Program Target or [***] Program Target on the Target Exclusivity List per [***] at any time during the first [***] Contract Years, for a total of [***] replacements, and (b) to replace any [***] Program Target that is included on the Target Exclusivity List [***] during the Research Program Term, solely to the extent that such [***] Program Target has been [***] as a [***]. For purposes of clarity and notwithstanding the rights of MERCK to replace Program Targets as provided in this Section 3.8.1, (a) under no circumstances shall ARCHEMIX be obligated to [***] any Target for inclusion on the Target Exclusivity List and (b) unless and until a Target is included as a Program Target on the Target Exclusivity List, ARCHEMIX shall be free to research, develop and commercialize such Target for any and all purposes, alone or together with any Third Party. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
Replacement of Program Targets. If at any time during the first two (2) full years of the Research Program Term following the Effective Date, (i) the JSC designates a Program Target as a Failed Target or (ii) a Program Target becomes a Waived Target, then (A) all activities under the Research Program with respect to such Failed Target or Waived Target shall cease; and (B) TAKEDA shall name one of the Pre-approved Replacement Targets from the Target Replacement List as a Program Target in place of such Failed Target or Waived Target within [***] days of such date and ARCHEMIX shall begin work to the extent possible on such new Program Target immediately thereafter.
Replacement of Program Targets. If at any time during the first [***] Contract Years of the Research Program Term, the JSC agrees that a Program Target is unlikely to produce an [***] or [***], then (i) all activities under the Research Program with respect to such Program Target shall cease; (ii) such Program Target shall thereafter be deemed to be a Failed Target; and (iii) MERCK shall have the right to replace such Failed Target with a Target from the Target Replacement List in accordance with Section 3.5.1(d). In addition, MERCK shall have the right at any time during the first [***] Contract Years of the Research Program Term to replace a Program Target with a Target from the Target Replacement List in accordance with Section 3.5.1(d) if: (i) MERCK reasonably believes based on published literature or proprietary data first available after the designation of a Target as a Program Target that such Program Target is [***] for use in the Target Selection Field; or (ii) MERCK reasonably determines that it is legally necessary to obtain a license or other right, title or interest in and to an issued patent that had not issued and/or had not been published as a pending application at the time a Target was designated as a Program Target in order to successfully research, Develop and Commercialize a Product that binds such Program Target. Notwithstanding anything to the contrary herein, any Program Target replaced in accordance with the preceding sentence of this Section 3.5.1(c) shall be deemed a Failed Target. A Target proposed by MERCK for inclusion in the Research Program which is not on the Target Replacement List may be rejected by ARCHEMIX for any reason, in its sole discretion.
Replacement of Program Targets