Target Replacement Sample Clauses

Target Replacement. On a Collaboration Target-by-Collaboration Target basis, during the period beginning on the Effective Date and ending on the earlier of (a) [***] following Lilly’s receipt of the IND Enabled Data Package for the Licensed Product Directed Against such Collaboration Target in accordance with the applicable Research Plan and (b) the [***] of the expiration of the Target Nomination Period (or, if applicable, the Extended Target Nomination Period), Lilly shall have the right, subject to the terms and conditions of this Agreement, to replace up to two (2) Collaboration Targets (whether Lead Targets or Additional Targets) with a replacement Target (each, a “Replacement Target”) if Lilly determines in good faith, either [***]; provided, that Unavailable Targets shall not be eligible to be selected by Lilly as Replacement Targets. Lilly may exercise such right in its sole discretion by providing written notice to Precision, through the JSC, specifying the identity of the Target that Lilly desires to include as a Collaboration Target under this Agreement (the “Proposed Replacement Target”) (which, for avoidance of doubt, may include an Independently Developed Target, subject to Section 3.4) as well as the Collaboration Target to be replaced (a “Replacement Request”). If the Proposed Replacement Target is an Unavailable Target at the time Precision receives such Replacement Request, then WEIL:\97737446\1\59474.0121 EXECUTION VERSION Precision shall within [***] of receipt of the Replacement Request (the “Replacement Availability Notice Period”) provide written notice to Lilly that the Proposed Replacement Target is an Unavailable Target, and such Replacement Request shall have no further effect. If the Proposed Replacement Target specified in such Replacement Request is not an Unavailable Target, then the replaced Collaboration Target will be deemed an Unavailable Target and not a Collaboration Target, and the Proposed Replacement Target will be deemed a Collaboration Target, upon receipt of such Replacement Request by Precision. For avoidance of doubt, a Replacement Target that replaces a Collaboration Target may itself be eligible to be replaced by a Replacement Target in accordance with this Section 3.3.1, provided Lilly has not already exhausted its two (2) replacements.
Sample 1
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Target Replacement. During the Research Term, provided that Novartis has not previously delivered a Declaration of Development Candidate with respect to the Initial Program or any [***] Program, Novartis shall have the right, subject to the terms and conditions of this Agreement, to replace the Initial Collaboration Target with the Replacement Collaboration Target as the subject of the Collaboration. Novartis may exercise such right in its sole discretion by providing written notice to Precision, as well as notification through the JSC, specifying its intent to make such replacement (such notice, the “Replacement Notice”). Upon delivery of the Replacement Notice in accordance with this Section 3.3.1, (a) the Collaboration will cease with respect to the Initial Program and any [***] Program then in effect and the Collaboration will be solely for the purposes of the Replacement Program, (b) the Initial Program and any [***] Program then in effect will each cease to be a Program and will be deemed a Terminated Program and all rights in such Terminated Program(s) shall revert to Precision in accordance with Section 15.6, (c) all [***] shall cease to be Licensed ARCUS Nucleases and all products including [***] shall cease to be Licensed Products, and (d) the Initial Collaboration Target and all Payloads (including, for clarity, the Initial Payloads, all Reserved Payloads, and all Additional Payloads) shall cease to be subject to the rights and obligations of the Parties under this Agreement.
Sample 1
Target Replacement. Upon Novartis’s delivery of a Declaration of a Development Candidate with respect to the Initial Program or any [***] Program, Novartis’s right to replace the Initial Collaboration Target with the Replacement Collaboration Target in accordance with Section 3.3.1 shall cease, and the Replacement Collaboration Target and all ARCUS Nucleases Directed Against the Replacement Collaboration Target shall cease to be subject to the rights and obligations of the Parties, except to the extent expressly set forth with respect to the human [***] in Section 8.1, as applicable.
Sample 1
Target Replacement. (i)Neurocrine shall have the right, [**] during the Discovery Period, to replace one New Discovery Target with a new CNS Target, subject to the availability of such new CNS Target as described below and further provided that, unless otherwise agreed by the Parties, any such new CNS Target may not be a Target for which modulation is reasonably believed (at the time the relevant Target replacement is being considered) to ameliorate [**]. Voyager will engage a Third-Party gatekeeper to review any replacement CNS Target proposed by Neurocrine to determine whether such proposed replacement CNS Target is (A) subject to any license, option, collaboration or similar obligations of Voyager to a Third-Party, or subject to bona fide negotiations with a Third Party seeking to obtain such rights, that would prevent Voyager from granting rights to Neurocrine with respect to such proposed CNS Target or (B) the subject of a current bona fide internal development program of Voyager for which Voyager has allocated budget or resources to be spent within the subsequent [**] period and appropriate for the applicable stage of the Development of such Program (each of (A) and (B), an “Occupied Target”).
Sample 1

Related to Target Replacement

  • Successor Asset Representations Reviewer Following the resignation or removal of the Asset Representations Reviewer under Section 5.1, the Issuer will engage as the successor Asset Representations Reviewer a Person that is an Eligible Asset Representations Reviewer. The successor Asset Representations Reviewer will accept its engagement or appointment by executing and delivering to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement or entering into a new Asset Representations Review Agreement with the Issuer that is on substantially the same terms as this Agreement.

  • Asset Representations Reviewer The Asset Representations Reviewer shall have been appointed and shall have entered into the Asset Representations Review Agreement.

  • Removal of Asset Representations Reviewer If any of the following events occur, the Indenture Trustee may, or, at the direction of Noteholders evidencing a majority of the aggregate Outstanding Amount of the Notes shall, by notice to the Asset Representations Reviewer, remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement:

  • Access to Asset Review Materials The Servicer will give the Asset Representations Reviewer access to the Asset Review Materials for all of the Asset Review Receivables within sixty (60) days of receipt of the Asset Review Notice in one or more of the following ways: (i) by providing access to the Servicer’s lease asset systems, either remotely or at one of the properties of the Servicer; (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access; (iii) by providing originals or photocopies at one of the properties of the Servicer where the Asset Receivable Files are located; or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove Non-Public Personal Information (as defined in Section 4.8) from the Asset Review Materials so long as such redaction or removal does not change the meaning or usefulness of the Asset Review Materials for purposes of the Asset Review.

  • Eligibility Requirements for Asset Representations Reviewer The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

  • Engagement of Successor Asset Representations Reviewer Following the resignation or removal of the Asset Representations Reviewer, the Issuer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.

  • Asset Representations Review Process Section 3.01 Asset Representations Review Notices and Identification of Review Receivables. On receipt of an Asset Representations Review Notice from the Seller according to Section 5.7 of the Receivables Purchase Agreement, the Asset Representations Reviewer will start an Asset Representations Review. The Servicer will provide the list of Review Receivables to the Asset Representations Reviewer promptly upon receipt of the Asset Representations Review Notice. The Asset Representations Reviewer will not be obligated to start, and will not start, an Asset Representations Review until an Asset Representations Review Notice and the related list of Review Receivables is received. The Asset Representations Reviewer is not obligated to verify (i) whether the conditions to the initiation of the Asset Representations Review and the issuance of an Asset Representations Review Notice described in Section 7.6 of the Indenture were satisfied or (ii) the accuracy or completeness of the list of Review Receivables provided by the Servicer.

  • Asset Review Process Limitations The Asset Representations Reviewer will have no obligation:

  • Termination of the Asset Representations Reviewer (a) An “

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