Common use of Replacement Targets Clause in Contracts

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 license to Scribe. 3.2.3 If a Target that ▇▇▇▇▇▇ had advised ▇▇▇▇▇▇▇ was an Unavailable Target pursuant to Section 3.2.1 thereafter (but during the Target Replacement Period) ceases to be an Unavailable Target, and if Prevail at that time has the ability to add a Replacement Target in accordance with this Section 3.2, Scribe shall promptly notify Prevail of the change in status of such Target and Prevail shall have [*] in which Prevail can include the Target as a Replacement Target in accordance with Section 3.2.2. 3.2.4 Prevail shall have the iterative right (as set forth in this Section 3.2) to submit Proposed Replacement Targets to Scribe during the Target Replacement Period until either expiration of the Target Replacement Period or exercise by Prevail of its replacement right pursuant to this Section 3.2.

Replacement Targets. During If the JSC determines during the Research Term that any Shire Target Replacement Periodin 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, in accordance with this Section 3.2such Target shall be deemed a Terminated Target to which Sections 3.10 and 14.5 apply, Prevail may elect and Shire shall be entitled to replace an Initial Target or the Additional only one such Terminated Shire Target with one other a single replacement 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”) for inclusion in the Shire Exclusive Target Pool. The Replacement Target is included in the Shire Exclusive Target Pool subject to the following procedure: (a) If the JSC determines during the Research Term that one (1) or more Shire Targets failed to meet the criteria established in the Research Plans for such Shire Target(s), Shire shall have the right to notify Sangamo in writing during the Research Term that Shire proposes to designate a Target as a Replacement Target. Such notice shall identify up to four (4) proposed Replacement Targets from which a single Replacement Target will be selected and shall include, for each such proposed Replacement Target, (i) the nucleic acid sequence and locus identification number of the wild-type allele (as obtained from a mutually agreed publicly available database), (ii) the cell(s) in which the protein encoded by such proposed Replacement Target is normally expressed, (iii) whether the product or therapy of interest to Shire for such proposed Replacement Target would be designed to delete, inactivate, repair, modulate the expression of or insert a functional version of such proposed Replacement Target, and (iv) the particular mutation(s) of interest. (b) Within [***] following (or sooner if practical) of receipt by Sangamo of the identity of, and the required information described in (a) for, each such noticeproposed Replacement Target, Scribe Sangamo shall inform Prevail notify Shire whether the Proposed proposed Replacement Target is an Unavailable Excluded Target. The replacement Following such notification, Sangamo shall conduct initial in silico feasibility studies for each such proposed Replacement Target that is not an Excluded Target, during which conduct the Parties shall discuss the results of such studies and potential approaches to address any issues or concerns arising from such studies. Within thirty (30) days of receipt by Sangamo of the information described in (a) for each proposed Replacement Target, Sangamo shall notify Shire in writing whether or not each such proposed Replacement Target: (i) is not a technically viable candidate for developing ZF Compounds that Specifically Bind such proposed Replacement Target for the type of product or therapy identified pursuant to Subsection 2.3(a)(iii) or for developing [***] for such proposed Replacement Target; or (ii) is subject to any other substantial, bona fide concern known to Sangamo with respect to the technical feasibility of developing a Shire ZF Product for such proposed Replacement Target. Such notification under Subsection 2.3(b)(i) or (ii) shall include an explanation of the reasons why the Target is not a technically viable candidate and/or Sangamo’s other substantial bona fide concern. (c) If Sangamo notifies Shire that a proposed Replacement Target [***] such [***] Rejected Target shall not be [***]. Shire shall have the right [***]. (d) If any such proposed Target is not a Section 2.3 Rejected Target, then Shire shall have an [***] from delivery of the notice by Sangamo under the penultimate sentence of Section 2.3(b) to conduct a review and evaluation of all relevant intellectual property and any concerns raised under Subsection 2.3(b)(ii) relating to each such proposed Replacement Target and the Parties shall [***] provided, that Shire shall be [***]. During such [***] review period, the Parties [***]. (e) Prior to the end of the review period set forth in this Section 3.2 is exercisable (a) Subsection 2.3(d), Shire shall, [***] per Licensed Target, if the Parties agree that and shall [***]. (f) If Shire does not elect [***], and such proposed [***] shall not [***], except as required pursuant [***]. (bg) other than in response If Shire elects under Subsection 2.3(e) to include a determination set forth proposed Replacement Target in the foregoing (a)Shire Exclusive Target Pool, [*] 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 Targetincluded in the Shire Exclusive Target Pool, and within 60 days of such election, (ci) a corresponding Research Plan Shire shall be prepared and agreed upon in accordance with Section 2.4 pay Sangamo [***], (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 which payment shall be terminatednon-refundable and non-creditable, and (fii) the JSC shall direct the Parties shall discuss in good faith Prevail licensing to Scribe, in exchange initiate work under the Research Plan for commensurate financials, certain Prevail Background IP necessary for Scribe such Replacement Target. (h) If the Triggering Event occurs and Shire provides notice of a Shire Unilateral Target Termination pursuant to Exploit Licensed Products that are Directed To the replaced Initial Target or Additional Target (as applicableSubsection 2.2(i) and Generated under Section 3.10 with respect to the corresponding terminated Research Plan, provided that this Agreement shall in no way require Prevail to grant [***] (i) [***] and (ii) if the foregoing license to Scribe. 3.2.3 If a Target that ▇▇▇▇▇▇ had advised ▇▇▇▇▇▇▇ was an Unavailable Target pursuant to Section 3.2.1 thereafter (but JSC determines during the Target Replacement Period) ceases to be an Unavailable Target, and if Prevail at Research Term that time has the ability to add a Replacement Target in accordance with this Section 3.2, Scribe shall promptly notify Prevail of the change in status of such Target and Prevail shall have [*] in which Prevail can include the Target as a Replacement Target in accordance with Section 3.2.2. 3.2.4 Prevail **], then Shire shall have the iterative right (as to [***]. Such [***] shall be [***] by following the procedures set forth in this Section 3.2subsections (a) to submit Proposed Replacement Targets to Scribe during through (g) above, and the Target Replacement Period until either expiration of the Target Replacement Period or exercise by Prevail of its replacement right pursuant to this Section 3.2payment set forth in Subsection 2.3(g) shall be due [***].