Replacement Compounds Clause Samples
Replacement Compounds. If within [*], the Development of Collaboration Products containing [*] of the Pooled Compounds contributed by a Party is [*], it will be the option of the Party who contributed the discontinued compounds to discover and offer up to the collaboration [*] Replacement Compounds as replacements for the discontinued compounds within [*] following the discontinuation of the [*] failed compound. For the avoidance of doubt, any such new compound that satisfies the Criteria will automatically be accepted as a Pooled Compound in place of the relevant Party's discontinued compound, subject to Joint Steering Committee approval pursuant to Section 3.1.3(f). Nothing in the foregoing shall preclude either Party from having the option of offering up a Replacement Compound for a Pooled Compound at any time during the period referred to in Section 14.5 (subject to the Criteria being met and Joint Steering Committee approval pursuant to Section 3.1.3(f)).
Replacement Compounds. If the JSC (during Development by Virobay prior to Development Transition) or ▇▇▇ (after the Development Transition) determines that continued Development of the Compound is not feasible, whether for scientific, regulatory or safety reasons, then the Parties shall promptly meet and discuss in good faith the substitution of a new compound for the then-current Compound, and shall use reasonable efforts to identify a substitute compound. If the Parties agree to any such substitution and any amended or new contract terms governing such substitution, they shall promptly amend the Development Plan to include activities for such new Compound, and the previous compound shall not be further developed or licensed by Virobay in the Field.
Replacement Compounds. In the event that all development activities for any Specified Compound are terminated by Penwest due to toxicology reasons during the Research Funding Period (which, for the avoidance of doubt, Penwest shall have the right to do at any time, notwithstanding anything in this Agreement or any Development Plan to the contrary), Penwest may provide written notice to Edison of such event, in which case such Specified Compound shall be deemed a Rejected Compound and the provisions of Sections 2.3.2 and 2.3.3 shall become effective until expiration of the Research Funding Period. In the event Penwest terminates development activities for a Specified Compound as set forth in this Section 2.3.4 after expiration of the Research Funding Period, the Parties shall promptly meet and, through the GOC, agree upon a plan pursuant to which Penwest will fund Edison’s efforts to discover one or more Replacement Compounds if the GOC determines that such efforts are necessary beyond the Research Funding Period. Any Future Compound selected by Penwest pursuant to this Section 2.3.4 shall be considered to be a “Replacement Compound”. For clarity, the provisions of this Section 2.3.4 requiring Edison to present ESCs that could serve as Replacement Compounds shall not apply to the replacement of any Replacement Compound itself.
Replacement Compounds. If within two years after the Effective Date, the Development of Collaboration Products containing any two of the Pooled Compounds contributed by a Party is discontinued due to Technical Failure, it will be the option of the Party who contributed the discontinued compounds to discover and offer up to the collaboration two Replacement Compounds as replacements for the discontinued compounds within twelve months following the discontinuation of the second failed compound. For the avoidance of doubt, any such new compound that satisfies the Criteria will automatically be accepted as a Pooled Compound in place of the relevant Party’s discontinued compound, subject to Joint Steering Committee approval pursuant to Section 3.1.3(f). Nothing in the foregoing shall preclude either Party from having the option of offering up a Replacement Compound for a Pooled Compound at any time during the period referred to in Section 14.5 (subject to the Criteria being met and Joint Steering Committee approval pursuant to Section 3.1.3(f)). ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.