Replacement Targets. During the Research Term, on a Project-by-Project basis prior to initiation of Hit Discovery by AbCellera, if the JSC determines that a Lilly Target in a given Project (relative to other Target opportunities) no longer warrants further research under the Research Program, Lilly may elect to replace such Lilly Target with a different Target by providing AbCellera with written notice thereof and nominating such replacement Target (each, a “Proposed Replacement Target”); provided, that the selection of any Proposed Replacement Target as a Lilly Replacement Target shall be subject to the provisions of Sections 3.1.2 and 3.1.3(a) of this Agreement. For clarity, subject to the foregoing, Lilly may nominate such Proposed Replacement Target anytime during the Research Term, including during the final twelve (12) months of the Research Term if such Proposed Replacement Target replaces a Lilly Target that was discontinued during the final twelve (12) months of the Research Term. Such Proposed Replacement Target shall become a Lilly Replacement Target and, therefore, subject to the procedure set forth in Section 3.1.3(a), also become a Lilly Target and the replaced Target shall be deemed a discontinued target (“Lilly Discontinued Target”). For clarity, any Lilly Discontinued Target shall not count against Lilly’s total of nine (9) Projects (i.e., the Lilly Replacement Target shall take the place of one of the nine (9) Projects that was previously directed to the Lilly Discontinued Target).
Replacement Targets. During the Discovery Program Term, Loxo may determine in its sole discretion that research activities with respect to a particular Target should be discontinued (for example, and without limitation, such Target has not yielded sufficient progress, or scientific literature suggests the Target is intractable or is not therapeutically relevant or for safety issues). Upon any such determination, Loxo shall provide written notice to Array of the Target or Targets that Loxo desires to remove from the Discovery Program and will include in such notification a suggested substitute for such discontinued Target. After receipt of such notice, Array will promptly inform Loxo whether, as of the date of such written notice, the addition of such suggested substitute target would not (i) violate any agreement that Array has with a Third Party; (ii) add a target that is the subject of Array’s own active and ongoing research (with existing commitment and expenditure of resources for such target), was the subject of previous significant research at Array, or is the subject of drugs in Array’s clinical development pipeline or marketed product portfolio; or (iii) add a target with respect to which Array is engaged in active, ongoing substantial negotiations (i.e., has agreed a term sheet containing material business terms) with a Third Party. If neither (i), (ii) or (iii) apply to such suggested substitute target, then the discontinued Target shall cease to be a Target, the suggested substitute target shall be deemed a Target for the purposes of this Agreement, and Exhibit B shall be deemed to be updated accordingly. For the avoidance of doubt, no more than three (3) Targets in addition to Trk shall be included in the Discovery Program. If a proposed target is not available for inclusion, then the fact that Loxo proposed such target or is otherwise interested in such target (or molecules directed to such target) shall be Loxo’s Confidential Information.
Replacement Targets. (a) Subject always to the three (3)-Selected Target limitation set forth in Section 2.2.2, any Target selected by GSK to replace a Selected Target pursuant to Section 2.2.2 after GSK has selected all of the first three (3) Selected Targets hereunder (for example, a Target selected to replace the third Selected Target after dropping such Selected Target) shall be deemed a “Replacement Target.”
Replacement Targets. (a) Subject to the procedure and limitations set forth in this Section 2.3, Miragen may replace each Miragen Target (and its Target [*]) at any time prior to: (i) in the case of an Existing Target [*] 1-3, the [*] anniversary of the Restatement Date and (ii) in the case of Existing Target Family 4 and each New Target [*], the [*] anniversary of the date such Target [*] was designated as the Existing Target [*] 4 pursuant to Section 2.1(a) or as a New Target [*] pursuant to Section 3.1, as applicable.
Replacement Targets. If the JSC determines during the Research Term that any Shire Target in the Shire Exclusive Target Pool fails to meet the criteria established in the applicable Research Plan for continuing work on such Shire Target under such Research Plan, *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION such Target shall be deemed a Terminated Target to which Sections 3.10 and 14.5 apply, and Shire shall be entitled to replace only one such Terminated Shire Target with a single replacement Target (“Replacement Target”) for inclusion in the Shire Exclusive Target Pool. The Replacement Target is included in the Shire Exclusive Target Pool subject to the following procedure:
Replacement Targets. Until the expiration of [*] (the “Replacement Period”), Lilly shall have the right to replace [*] with a replacement Target (each, a “Replacement Target”); provided that Unavailable Targets shall not be eligible to be selected by Lilly as Replacement Targets. Lilly may exercise such right [*] by providing written notice to Merus, through the JSC, of the identity of the Replacement Target as well as the Lilly Target to be replaced (such target, the “Replaced Target”). [*] For clarity, (a) Lilly may at its discretion and subject to the process set forth in this Section 3.3, [*], subject to the [*] limit in the aggregate across all Research Programs, (b) all rights in Replaced Targets shall revert to Merus, and the licenses to Lilly with respect to Collaboration Compounds arising from such Research Program shall not include any rights with respect to such Replaced Targets, and (c) a Replacement Target that replaces an Initial Target or Additional Target may itself be eligible to be replaced by a Replacement Target at any time during the Replacement Period, provided that [*].
Replacement Targets. If none of the ZFPs (including screening of different functional domains and promoters) tested by Sangamo in a [*] assay for a particular Collaboration Target (other than [*], or [*]) meet the [*] Criteria for such Collaboration Target set forth in the applicable Research Plan, then Sangamo shall promptly disclose the results of such 46 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Replacement Targets. 3.5.1 Subject to Section 3.7, Xxxxxxx xay at any time during the Research Term, upon written notice in the form set out in Schedule 3 (a “Replacement Target 5209973 v18 Notice”) to the Gatekeeper, identify an Available Target or Reference Target by Target ID Number that it wishes to replace with a new Identified Target(s) (a “Replacement Target(s)”) if Available to be Licensed or Available for Reference Use, as requested. Any such notice shall be copied to F-star with the name and identifying details of the Available Target or Reference Target to be replaced and the Identified Target redacted. In accordance with the terms of the Engagement Letter, the Gatekeeper shall determine if the Identified Target is Available to be Licensed or Available for Reference Use, as applicable, in accordance with Section 3.2 and then shall provide notice to Xxxxxxx in accordance with Section 3.4, provided, however, that Xxxxxxx xhall in any event be limited to:
Replacement Targets. On a Licensed Target-by-Licensed Target basis, from time to time during the Research Term prior to the Replacement Target End Date, BMS shall have the right, at BMS’s sole discretion for any reason, to replace such Licensed Target with a given Reserved Target by providing Avidity with written notice thereof, including the identity of the Reserved Target replacing such Licensed Target; provided that (a) such written notice must be provided prior to the JSC’s (or the Expert’s, as applicable) determination that [***]has been achieved by a Licensed Compound Directed to such Licensed Target, (b) BMS shall only have the right to make [***] with respect to such Licensed Target, and (c) BMS shall only have the right to make [***] such substitutions in total (clause (iii), the “Substitution Limitation”). Upon such written notice, subject to Section 3.6 (Infeasible Targets), such Reserved Target shall automatically become a Licensed Target (and such Target shall be automatically removed from the Reserved List ) (such Target, the “Replacement Target”) and the replaced Target shall no longer be a Licensed Target (for purposes of this Agreement), but may, at BMS’s discretion, be moved back onto the Reserved List as a Reserved Target; provided that there shall be no more than the Reserved Target Maximum on the Reserved List at any given time.
Replacement Targets. 2.3.1 If neither initial screening nor the secondary screening of the compounds from the 3DP Probe Library produces any Hits against that Target, then Xxxxxxx may identify, subject to approval by 3DP and the JSMC, a replacement Target ("Replacement Target") against which 3DP will conduct Prototype Compound Generation pursuant to Section 2.2 for the remainder of the applicable Stage A Term or Stage B Term.
