Common use of Prohibited Targets Clause in Contracts

Prohibited Targets. Notwithstanding any other provision of this Section 2.5, Ablynx can refuse any Target Substitution or Target Addition requested by Merck if, at the time Ablynx received the relevant Target Substitution Notice or Target Combination Addition Notice, respectively, from Merck, the proposed Substitute Target or the proposed Added Target Combination, respectively, is a Prohibited Target. Ablynx shall inform Merck in writing within […***…] after delivery of the Target Substitution Notice or Target Combination Addition Notice, respectively, if Ablynx accepts or rejects the proposed Substitute Target or the proposed Added Target Combination, respectively; […***…], and in such case, the written notice from Ablynx shall specify the reason why such proposed Substitute Target or proposed Added Target Combination, respectively, is a Prohibited Target. Merck shall have the right (in its discretion) to request that Ablynx allows an independent attorney working in the field of intellectual property licensing […***…], and whose cost shall be borne […***…] by […***…] to confirm whether or not said proposed Substitute Target or proposed Added Target Combination, respectively, […***…]. For this purpose, upon such request, Ablynx shall promptly disclose all relevant supporting evidence to said independent attorney. Said independent attorney shall keep such supporting evidence confidential (even as to Merck) and shall only confirm to Merck in writing (with a copy to Ablynx) whether the proposed Substitute Target or the proposed Added Target Combination, respectively, is […***…] or not. The Parties shall instruct the independent attorney to make a determination within […***…] of Ablynx providing the disclosing evidence to such attorney, and the determination of the independent attorney shall be binding on the Parties. If Ablynx accepts the proposed Substitute Target or the proposed Added Target Combination, respectively (or if Ablynx does not deliver a written notice rejecting the proposed Substitute Target or the proposed Added Target Combination, respectively, as set forth in the foregoing provisions of this Section 2.5.2 within such […***…] period, in which case the proposed Substitute Target or the proposed Added Target Combination, respectively, shall be deemed to be accepted by Ablynx), then the Parties shall immediately commence the preparation of (a) draft Work Plan(s) for the proposed Substitute Target or the proposed Added Target Combination, respectively, as set forth in Section 2.5.2 or 2.5.5, respectively.