Common use of Additional payment for Substitute Target or Added Target Combination that is the subject of internal Ablynx research activities Clause in Contracts

Additional payment for Substitute Target or Added Target Combination that is the subject of internal Ablynx research activities. In the event that a given Substitute Target or Added Target Combination is a Target or Target Combination (other than a […***…]) for which Ablynx has already initiated […***…] research activities ([…***…]), then the Target Substitution or Target Addition, respectively, of such Substitute Target or Added Target Combination as the hereunder shall, in addition to Merck making the payments under Section 5.2 in respect of the Added Target Combination, be subject to Merck making payment to Ablynx of an amount equal to […***…], (the “Target Reimbursement Payment”). For purposes of calculating the Target Reimbursement Payment for any Substitute Target or Added Target Combination for which Ablynx has already commenced […***…] prior to receiving Merck’s Target Substitution Notice or Target Combination Notice, Merck shall reimburse Ablynx at[…***…]. In all cases, within […***…] after delivery of the Target Substitution Notice or Target Combination Addition Notice, respectively, for the applicable Substitute Target or Added Target Combination, respectively, pursuant to Section 2.5.2 or 2.5.5, respectively, Ablynx shall notify Merck in writing of the aggregate amount of the relevant Target Reimbursement Payment and shall provide to Merck reasonable supporting evidence thereof ([…***…]). Merck shall have the right (in its discretion) to complete due diligence on such costs and the activities for which such costs were incurred (and Ablynx shall reasonably cooperate with Merck in connection therewith), including to audit such costs in accordance with Section 5.8, mutatis mutandis, in each case, to confirm the amount of the Target Reimbursement Payment […***…]. If Merck is not reasonably satisfied with the determination of such costs (or the utility of the activities), then the Parties shall negotiate in good faith to resolve to the mutual satisfaction of both Merck and Ablynx. If the Parties are unable to reach agreement on the amount of such Target Reimbursement Payment, neither Party shall have any obligation to proceed with such Substitute Target or Added Target Combination, respectively, including any financial obligations related thereto. If Ablynx has indicated that there will be an Target Reimbursement Payment, Merck shall have the right (in its discretion) to remove such Substitute Target or Added Target Combination, respectively, from consideration for inclusion under the Research Program hereunder, and in such case, Merck shall have the right (in its discretion) to propose a new Substitute Target or Added Target Combination, respectively. In the event that Ablynx does not notify Merck in writing of the amount of the Target Reimbursement Payment within such […***…], then there will be no Target Reimbursement Payment. Subject to the foregoing, if Merck does not withdraw its proposed Substitute Target or Added Target Combination, respectively, from consideration in accordance with this Section 8, then upon the relevant (amended) Work Plan being approved by the Parties in accordance with Section 2.5.2 or 2.5.5, respectively, Merck shall pay the Target Reimbursement Payment to Ablynx in accordance with Section 5.2. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.