Replacement Targets Clause Samples
The Replacement Targets clause defines the criteria or standards that substitute goods, services, or personnel must meet if the original ones specified in the contract become unavailable or unsuitable. In practice, this clause outlines the process for identifying and approving replacements, such as requiring that any substitute product matches the quality and functionality of the original, or that replacement personnel possess equivalent qualifications and experience. Its core function is to ensure continuity and maintain the agreed-upon standards in the event that replacements are necessary, thereby minimizing disruption and protecting the interests of both parties.
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. During the Target Replacement Period, in accordance with this Section 3.2, Prevail may elect to replace an Initial Target or the Additional Target with one other Target identified by Prevail in its discretion. Prevail shall notify Scribe of its desire to exercise the foregoing election, with such notice identifying the Target that Prevail desires as a replacement (a “Proposed Replacement Target”). [*] following receipt of such notice, Scribe shall inform Prevail whether the Proposed Replacement Target is an Unavailable Target. The replacement right set forth in this Section 3.2 is exercisable (a) [*] per Licensed Target, if the Parties agree that [*], and (b) other than in response to a determination set forth in the foregoing (a), [*] in the aggregate, and not per Licensed Target.
3.2.1 If Scribe identifies, and provides reasonable documentation evidencing, that the Proposed Replacement Target is an Unavailable Target, then such Proposed Replacement Target shall not become a Replacement Target.
3.2.2 If Scribe does not identify the Proposed Replacement Target as an Unavailable Target, and [*] following identification thereof Prevail notifies Scribe of its desire to proceed with inclusion of the Proposed Replacement Target under the Research Program (the date Scribe receives such notice, the “Replacement Target Effective Date”), then (a) the Proposed Replacement Target shall become a “Replacement Target”, (b) such Replacement Target shall be considered a Licensed Target, (c) a corresponding Research Plan shall be prepared and agreed upon in accordance with Section 2.4 [*], (d) Prevail’s right to replace an Initial Target or the Additional Target (as applicable) under this Section 3.2 shall expire, (e) the replaced Initial Target or Additional Target shall cease to be such, and shall no longer be considered a Licensed Target under this Agreement (and the associated rights and licenses granted under Licensed Know-How and Licensed Patents to Prevail under Section 6.1 shall cease) and the associated Research Plan shall be terminated, and (f) the Parties shall discuss in good faith Prevail licensing to Scribe, in exchange for commensurate financials, certain Prevail Background IP necessary for Scribe to Exploit Licensed Products that are Directed To the replaced Initial Target or Additional Target (as applicable) and Generated under the corresponding terminated Research Plan, provided that this Agreement shall in no way require Prevail to grant the foregoing li...
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.”
(b) If GSK selects a Replacement Target pursuant to Section 2.2.2, then subject to a new mutually agreed Research Plan in accordance with Section 2.3.2, the Parties shall undertake activities under such Research Plan directed to such Replacement Target for the remainder of the Research Term, subject to Section 2.3.3 and Section 6.2.
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. (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.
(b) If Miragen desires to replace any Miragen Target, it shall notify Santaris and identify such Miragen Target (and its Target [*]) and provide the information described in Section 2.4(a) for the proposed replacement Target. The proposed replacement Target (and its Target [*]) [*]. If such proposed Target (and each member of its Target [*]) passes such gate-keeping procedure, then subject to compliance with subsection (d) below, it shall be designated as an Existing or New Target and its Target [*] shall be designated as an Existing or New Target [*], as the case may be, and this Agreement shall terminate with respect to the Target (and its Target [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. [*]) that has been replaced and the terms of Section 8.5(b) shall apply. If such proposed Target fails such gate-keeping procedure, then it shall not be designated as an Existing or New Target, as the case may be, and Miragen may propose alternative Target to replace such Miragen Target, subject to the same gate-keeping procedure until a proposed Target passes the gate-keeping procedure and is designated as an Existing or New Target; provided that each alternative proposal that is submitted after the applicable time period set forth in Section 2.3(a) shall be submitted within [*] days after the immediately prior proposal fails the gate-keeping procedure.
(c) Miragen may replace each Miragen Target only [*], except that it may replace New Target [*] 1 [*].
(d) Within [*] days after a proposed replacement Target passes the gate-keeping procedure, Miragen shall pay Santaris the amounts required under Section 4.3.
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. If Regeneron terminates this Agreement with respect to an Initial Target during the Target Nomination Period for Replacement Targets, then Regeneron may, in its sole discretion, replace such terminated Initial Target with a new Other Target (a “Replacement Target”) in accordance with, and subject to, Section 4.3.4 (Procedure); provided that Regeneron may exercise the foregoing replacement right only twice (i.e., an Initial Target may be replaced twice, or two distinct Initial Targets each may be replaced once) during the applicable Target Nomination Period [***].
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. 3.5.1 Subject to Section 3.7, ▇▇▇▇▇▇▇ ▇ay 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 ▇▇▇▇▇▇▇ in accordance with Section 3.4, provided, however, that ▇▇▇▇▇▇▇ ▇hall in any event be limited to:
(a) the replacement of [***] Available Targets with Replacement Targets, and
(b) the replacement of [***] Reference Targets with Replacement Targets, during the Research Term.
3.5.2 An Available Target or Reference Target that is replaced by a Replacement Target shall no longer be regarded as being an Available Target or Reference Target for the purposes of the Agreement.
3.5.3 For clarity, ▇▇▇▇▇▇▇ ▇ay identify a Reference Target as an Identified Target or Replacement Target for licensing as an Available Target, in which case, if such Target is Available to be Licensed, it shall become an Available Target and, to the extent that it replaces an Available Target, shall be counted as a Replacement Target for the purpose of Section 3.5.1(a).
3.5.4 In the event that ▇▇▇▇▇▇▇ ▇onverts a Reference Target to an Available Target, ▇▇▇▇▇▇▇ shall not be entitled to an additional Reference Target for use in addition to the [***] Replacement Targets for Reference Targets provided for in Section 3.5.1(b).