Late Lead Optimization Activities Clause Samples

Late Lead Optimization Activities. On a Research Program-by-Research Program basis, Morphic will use Commercially Reasonable Efforts to complete the Morphic Lead Optimization Activities for Compounds that are the subject of such Research Program as set forth in the applicable Research Plan in accordance with the timeframes for completing such activities set forth in such Research Plan. On a Research Program-by-Research Program basis, Morphic will provide written notice to ▇▇▇▇▇▇▇ once it has completed the Morphic Lead Optimization Activities for such Research Program, together with all Deliverables to be provided with respect to such activities (as set forth in the applicable Research Plan) and supporting Results. Following completion of all Lead Optimization Activities for such Research Program (including the Morphic Lead Optimization Activities), ▇▇▇▇▇▇▇ will have sole discretion and decision-making authority over whether and when to commence the Late Lead Optimization Activities for the applicable Compounds that are the subject of the applicable Research Program based on its review of all Deliverables and supporting Results from the Lead Optimization Activities for such Research Program and taking into account the Lead Candidate Guidelines for the Target that is the subject of such Research Program; provided that ▇▇▇▇▇▇▇ will make such determination and commence Late Lead Optimization Activities no later than sixty (60) days following completion of such Lead Optimization Activities for such Research Program. Upon ▇▇▇▇▇▇▇’▇ determination (to be made within such sixty (60) day period) that the Parties will commence the Late Lead Optimization Activities for such Research Program, ▇▇▇▇▇▇▇ will pay the Late Lead Optimization Fee with respect to such Research Program in accordance with Section 8.3 (Late Lead Optimization Fee). ▇▇▇▇▇▇▇ will only be obligated to pay the Late Lead Optimization Fee one time with respect to each Research Program, and after ▇▇▇▇▇▇▇ pays the Late Lead Optimization Fee for a Research Program, without limiting Morphic’s obligations under this Agreement, ▇▇▇▇▇▇▇ will not be obligated to pay any additional Late Lead Optimization Fee for any additional Compounds that are the subject of such Research Program. If, within sixty (60) days following completion of Lead Optimization Activities for a given Research Program, ▇▇▇▇▇▇▇ does not (a) provide written notice to the JRC indicating that it will commence Late Lead Optimization Activities for such Research Program and (b) co...