Designation of Clinical Lead Targets; Substitution Rights Sample Clauses

Designation of Clinical Lead Targets; Substitution Rights. Prior to GSK paying the Selection Fee with respect to a Committed Lead Target included within a Claimed Targets Basket, the Parties will discuss and agree upon the number and specific Committed Lead Targets from such Claimed Targets Basket that each Party may select to develop as Committed Lead Targets under Track 1 Development or Clinical Lead Targets under Track 2 Development, as applicable, considering each Party’s available resources and capabilities at the time to conduct the activities necessary for such Track 1 Development or Track 2 Development, as applicable, but subject to each Party’s right to alternate in such selection as set forth in this Section 5.1.2(a); provided, however, that all GSK Alternative Committed Lead Targets will be developed by GSK under Track 1 Development. With respect to each Claimed Targets Basket, GSK shall have the right to select the first Committed Lead Target or GSK Alternative Committed Lead Target in such Claimed Targets Basket for research and development pursuant to Section 5.1.1 (such development, “Track 1 Development”) and FivePrime shall have the right to select the second Committed Lead Target in such Claimed Targets Basket for further research, preclinical and clinical development (such development, “Track 2 Development” and such Committed Lead Target a “Clinical Lead Target”), in each case in accordance with the agreed-upon number and specific Committed Lead Targets as agreed by the Parties in advance as set forth above. The Parties’ selection rights shall continue to alternate with respect to Committed Lead Targets in such Claimed Targets Basket until all such Committed Lead Targets have been selected. If GSK selects at least *** Committed Lead Target and pays the relevant Selection Fee, but thereafter elects not to exercise its right to select such Committed Lead Target (or the first of such Committed Lead Targets, as applicable) for Track 1 Development, GSK shall offer FivePrime the right to select such Committed Lead Target for Track 2 Development. If FivePrime elects to pursue Track 2 Development with respect to such Committed Lead Target, then FivePrime shall use its Commercially Reasonable Efforts, consistent with the terms of this Agreement, to develop such Committed Lead Target through to achievement of the Proof of Mechanism Endpoints as mutually agreed by the Parties in advance. If FivePrime does not exercise its right to pursue Track 2 Development with respect to such Committed Lead Target, then s...
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Related to Designation of Clinical Lead Targets; Substitution Rights

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