Common use of Target Validation Clause in Contracts

Target Validation. If Company identifies a [***] Degrader in connection with the activities contemplated by the [***] Early Research Plan, it shall promptly provide notice to Vertex and provide any supporting data regarding such [***] Degrader reasonably requested by Vertex and in the possession and control of Company; provided that Company shall in no event be required to conduct any new or additional Research or other activities to generate any such additional information or records. Thereafter, Vertex shall prepare and provide to Company a work plan for its conduct of a target validation experiment in [***] using such [***]Degrader and shall consider any comments from Company on such work plan in good faith (such experiment, the “Validation Experiment” and such work plan, the “Validation Experiment Work Plan”). Vertex will use Commercially Reasonable Efforts to perform the Validation Experiment in accordance with the Validation Experiment Work Plan. Company shall provide Vertex with the [***] Degrader in such quantities as reasonably necessary for the Validation Experiment as set forth in the Validation Experiment Work Plan. Upon completion of the Validation Experiment, Vertex will provide a summary of the results to Company including an assessment of whether such results have achieved the success criteria set forth on Exhibit C(such achievement, “Target Validation”). If Target Validation is achieved, (a) the purpose of the Collaboration Program for [***] shall be for the generation of Candidate Drug(s) directed against [***], (b) Company shall promptly prepare and provide to Vertex a Research Plan for [***] meeting the criteria set forth in Section 2.2.1, including, for clarity, a high-level description of the activities Company anticipates are reasonably necessary to identify a Candidate Drug directed against [***] during the Research Term and shall consider any comments from Vertex on such Research Plan in good faith and (c) Company shall promptly commence the Collaboration Program for [***] in accordance with the terms of the Agreement.