Common use of Replacement of Program Targets Clause in Contracts

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.