Common use of Substitute Targets Clause in Contracts

Substitute Targets. (i) During the Substitution Period, BMS (through the JSC) shall have the right to substitute and replace each Designated Target with a Reserved Target (such new Target, a “Substitute Target”); provided that (A) such right may be exercised no more than [***] with respect to any given [***] Target or [***] Target, (B) subject to Section [***] and Section [***], such right may be exercised (1) no more than [***] with respect to a [***] Target if such [***] Target is [***] or (2) no more than [***] with respect to a [***] Target if [***], and (3) unless the Parties otherwise mutually agree, a given Designated Target that is an Oncology Target, Neurology Target or Immunology Target may only be substituted for a Reserved Target that is also designated as an Oncology Target, Neurology Target or Immunology Target (e.g., a Designated Target that is an Oncology Target can only be substituted for a Reserved Target that is designated as an Oncology Target). Any such replacement of a Designated Target must be based on one of the following reasons: [***]. (ii) In the case where a Party desires to replace an existing Designated Target with a Reserved Target, such Party shall provide written notice to the other Party, through the JSC, of (1) the Designated Target that such Party wishes to replace, (2) such Party’s basis (and providing technical/scientific supporting information) for wanting to replace such Designated Target, and (3) the identity of the Reserved Target that such Party proposes to become the Substitute Target. Within [***] after the date of such written notice, the JSC shall meet, consider and discuss in good faith the potential replacement of the Designated Target with the Reserved Target. If BMS determines that such Reserved Target should become a Substitute Target, then Schrödinger in consultation with BMS will prepare an initial draft of a Research Plan for such Reserved Target for review, revision and approval by the JSC, with the Research Plan expected to be similar in scope an effort as specified for each of the initial projects under the initial Research Plan, and such Reserved Target will become a “Substitute Target” and a “Designated Target,” in accordance with the procedure and at the time set forth in Section 3.3(d) and from and after the date on which the new Research Plan (including the Primary Activity, LO Criteria, LO Timeline and DC Criteria) for such new Designated Target is approved by the JSC hereunder, the replaced Designated Target shall cease to be a Designated Target and shall become a Terminated Target. (iii) In the case where BMS decides to substitute the Initial Collaboration Target [***].

Substitute Targets. (i) During the Substitution Period, BMS (through the JSC) shall have the right to substitute and replace (i) each Designated Initial Collaboration Target and up to [***] of the Extension Targets [***] in accordance with the criteria set forth in clause (A) of this Section, and (ii) up to [***] of the Extension Targets in accordance with clause (B) of this Section, with a Reserved new Target (such new Targettarget, a “Substitute Target”); provided that (A) such right may be exercised no more than [***] with respect to any given [***] Target or [***] Target, (B) subject to the Excluded Target Process set forth in Section [***] and Section [***], such right may be exercised (1) no more than [***] with respect to a [***] Target if such [***] Target is [***] or (2) no more than [***] with respect to a [***] Target if [***], and (3) unless the Parties otherwise mutually agree, a given Designated Target that is an Oncology Target, Neurology Target or Immunology Target may only be substituted for a Reserved Target that is also designated as an Oncology Target, Neurology Target or Immunology Target (e.g., a Designated Target that is an Oncology Target can only be substituted for a Reserved Target that is designated as an Oncology Target3.3(c). Any such replacement of a Designated an Initial Collaboration Target must be based on one occur prior to the commencement of a Clinical Trial of a Compound relating to such Initial Collaboration Target and in no case later than three (3) years after the following reasons: Effective Date[***]. . Any such replacement also shall be based (iiA) on technical/scientific information relating to such Initial Collaboration Target [***] (or a Compound relating to such Initial Collaboration Target [***]), based upon which BMS reasonably determines that identification of a Compound(s) directed to such Initial Collaboration Target [***] that would be suitable for clinical development will not be feasible, [***]to be determined by the JRC prior to the commencement of work by CytomX to produce a Probody to such Extension Target; provided that [***]than has been previously achieved by CytomX with respect to a Collaboration Target pursuant to this Agreement. In the case where a Party BMS desires to replace an existing Designated Initial Collaboration Target or Extension Target with a Reserved proposed Substitute Target, such Party BMS shall provide written notice to the other Partyinform CytomX, through the JSCJRC, of (1) the Designated Target that such Party wishes to replace, (2) such Party’s BMS’ basis (and providing technical/scientific supporting information) for wanting to replace such Designated Target, and (3) the identity of the Reserved Initial Collaboration Target that such Party proposes to become the Substitute or Extension Target. Within For clarity, Substitute Targets shall be in the field of oncology (including immuno-oncology), including a Target intended for a Probody-drug conjugate program, unless otherwise agreed in writing by CytomX. CytomX shall retain the right to delay the commencement of activities under the Preclinical Plan (as updated) with respect to any Substitute Target if such Substitute Target is selected [***] after the date of such written notice, the JSC shall meet, consider and discuss in good faith the potential replacement of the Designated Target with the Reserved Target. If BMS determines that such Reserved Target should become a any other Extension or Substitute Target, then Schrödinger in consultation with BMS will prepare an initial draft of a Research Plan such that activities for the newly selected Substitute Target do not begin within such Reserved Target for review, revision and approval by the JSC, with the Research Plan expected to be similar in scope an effort as specified for each of the initial projects under the initial Research Plan, and such Reserved Target will become a “Substitute Target” and a “Designated Target,” in accordance with the procedure and at the time set forth in Section 3.3(d) and from and after the date on which the new Research Plan (including the Primary Activity, LO Criteria, LO Timeline and DC Criteria) for such new Designated Target is approved by the JSC hereunder, the replaced Designated Target shall cease to be a Designated Target and shall become a Terminated Target. (iii) In the case where BMS decides to substitute the Initial Collaboration Target [***]] period.