Replacement Target Sample Clauses

Replacement Target. [***] “Replacement Target”) [***] of such Program Target and subject to and in accordance with the procedures described in Section 2.5.44 for the initial designation of a Target as a Designated Target (including the designation of a Program Plan with respect thereto and agreement upon a Program Plan as provided in Section 2.5.66). For clarity, except pursuant to Section 9.2, [***] Replacement Target [***] pursuant to the procedures set forth in Section 2.5.44. [***] Replacement Target [***] prior to the Exercise Option Date, that Replacement Target [***]. If [***] Replacement Target [***] Replacement Target [***]. In either case, a new Program Plan shall be prepared as set forth in Section 2.2.1.
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Replacement Target. In the event that either the First, Second or Third Target Milestone is not achieved as provided in subsection (a) above, then ICAgen shall make available to YAMANOUCHI a list of additional Targets. YAMANOUCHI shall, unless none of the additional Targets on the list is reasonably compatible with any YAMANOUCHI research strategy, select from such list one additional Target as a replacement for the Initial Targets. YAMANOUCHI shall have a reasonable period of time during which to make its selection of such replacement Target; provided that YAMANOUCHI shall promptly notify ICAgen of its selection and shall release all Targets not selected as the replacement upon the earlier of its selection of a replacement or [**] after ICAgen makes the list available. In the event of such a replacement, all rights with respect to the Initial Targets, and all rights with respect to the Targets not selected as the replacement Target from the list made available by ICAgen, shall revert to ICAgen, and YAMANOUCHI shall cease using any Confidential Information and Substances (as defined in Section 2.9) of ICAgen relating to the Initial Targets and all non-selected Targets. In the event of such a replacement, a new time line and a new Annual Research Plan shall be mutually agreed by the Parties with respect to the replacement Target.
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Replacement Target. In the event that Kolltan determines, prior to or at the earlier of (a) completion of preclinical toxicology, including data analysis, with respect to an Antibody that Specifically Binds the Target, and (b) [**] from the Effective Date, that Kolltan no longer wishes to pursue the Target, Kolltan may elect in writing to Spirogen to pursue the Replacement Target. In such instance, Kolltan shall no longer be licensed under this Agreement with respect to an ADC Drug Reagent having an Antibody that Specifically Binds KIT but thereafter shall be licensed under this Agreement with respect to an ADC Drug Reagent that has an Antibody that Specifically Binds the Replacement Target, and Kolltan agrees, in such circumstance, not to pursue work on an ADC Drug Reagent having an Antibody that Specifically Binds KIT utilizing materials provided by Spirogen.
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Replacement Target. (a) As of the Effective Date, the microRNA-15/195 target family and the microRNA-208/199 target family are Targets. Pursuant to activities set forth in the Research Plan, the Parties shall, through the JRDC, further evaluate the suitability of the microRNA-15/195 target family and of the microRNA-208/199 target family as Targets. The JRDC’s decision or, in case of disagreement, Servier’s decision as to whether each of the microRNA-15/195 target family and the microRNA-208/199 target family is suitable as a Target shall be made based [*] on one (1) or more of the following four (4) criteria: (i) the Licensed Oligos that directly and selectively modulate the Target [*], (ii) the Licensed Oligos that directly and selectively modulate the Target [*], (iii) the Licensed Oligos that directly and selectively modulate the Target [*] (i.e., [*]), and (iv) the [*]. (b) If, based on results obtained from the activities set forth in the Research Plan and the criteria set forth above in Section 4.6(a), the JRDC or Servier as the case may be determines that the microRNA-15/195 target family and/or the microRNA-208/199 target family remain(s) suitable as Target(s), then the microRNA-15/195 target family and/or the microRNA-208/199 target family, as applicable, shall remain Target(s) under this Agreement and the terms and conditions applicable to such Target(s) under this Agreement shall remain unchanged. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) After selection of a Third Target, the Parties may decide to further evaluate the suitability of the Third Target as a Target. If, based on the criteria set forth above in Section 4.6(a) (which criteria shall apply mutatis mutandis to the evaluation of the suitability of the Third Target as a Target) the JRDC or Servier as the case may be determines that the Third Target remains suitable as a Target, then the Third Target shall remain a Target under this Agreement and the terms and conditions applicable to such Target under this Agreement shall remain unchanged. (d) If, based on results obtained from the activities set forth in the Research Plan and the criteria set forth above in Section 4.6(a), the JRDC or Servier as the case may be determines that the microRNA-15/195 target family, the microRNA-208/199 target family or the Third Target is not suitable as a Target,...
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Replacement Target. While the Research Term is still active for a Licensed Program, if Xxxxx in good faith determines that (a) [**], or (b) [**], then Lilly shall have the right to replace the Initial Target or Additional Target (if applicable) with a different [**] Option Target, which shall then be a “Replacement Target.” Such Replacement Target will be the subject of a new Licensed Program under the Research and Development Program. All rights granted hereunder with respect to the replaced Target shall cease upon Xxxxx’x election pursuant to this Section 2.5, all such rights thereto shall revert to Verve, and such replaced Target shall no longer be deemed a “Licensed Target.” To the extent Xxxxx decides to exercise its rights to replace a Target under this Section 2.5, Xxxxx shall notify Verve in writing of such decision, which notice shall include the basis for replacing such Target.
Sample 1
Replacement Target. On a Cardiomyopathy Milestone Target-by-Cardiomyopathy Milestone Target basis, if MyoKardia discontinues development of Products directed against such Cardiomyopathy Milestone Target, MyoKardia may select another Cardiomyopathy Target Candidate to replace the terminated Cardiomyopathy Milestone Target at any time during the Exclusivity Period by written notice to Fulcrum (such selected Cardiomyopathy Target Candidate, the “Replacement Target”). If any such Replacement Target is so selected after any Preclinical Milestone or Development Milestone has already been achieved with respect to a Product directed against the original Cardiomyopathy Milestone Target, then MyoKardia shall not pay any Milestone Payment upon achievement of the same Milestone by any Product directed against such Replacement Target for which Fulcrum already received a Preclinical Milestone Payment or Development Milestone Payment for a Product directed against the original Cardiomyopathy Milestone Target.
Sample 1
Replacement Target. A Proposed Replacement Target shall become a Replacement Target as of the JSC’s approval of a Collaboration Plan for such Proposed Replacement Target. Any Proposed Replacement Target shall cease to be such (and as a result shall cease to be an Exclusive Gene Target) upon the expiration of the [*]-day period set forth in Section 4.2(c) without the JSC having approved a Collaboration Plan for such Proposed Replacement Target.
Sample 1
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Related to Replacement Target

  • Milestone Event Milestone Payment [***] [***]

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Listing Period Extension The Commission shall be due if the Property is sold, conveyed, exchanged, optioned, or otherwise transferred within _ _ days (“Extension Period”) after the expiration of the Listing Period to anyone with whom the Broker or Agency has negotiated unless the Property is listed, in good faith, with another real estate agency. The term “negotiation” shall include providing information about the Property, showing the Property, or presenting an offer on the Property. All rights under this Section shall terminate upon the expiration of the Extension Period.

  • Alternative Index In the event that the Index for any Mortgage Loan, as specified in the related Mortgage Note, becomes unavailable for any reason, the Master Servicer shall select an alternative index, which in all cases shall be an index that constitutes a qualified rate on a regular interest under the REMIC Provisions, in accordance with the terms of such Mortgage Note or, if such Mortgage Note does not make provision for the selection of an alternative index in such event, the Master Servicer shall, subject to applicable law, select an alternative index based on information comparable to that used in connection with the original Index and, in either case, such alternative index shall thereafter be the Index for such Mortgage Loan.

  • Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].

  • Long Term Cost Evaluation Criterion 4. READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not increase your catalog prices (as defined herein) more than X% annually over the previous year for the life of the contract, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIPS, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentation, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from the “Attachments” section, complete according to the instructions on the form, then uploading the completed form, with any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they may apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@xxxx-xxx.xxx If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law clauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to read as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect.

  • Reformulation Commitment As of the Effective Date, Xxx X’Xxxx shall not manufacture, import, distribute, sell or offer the Products for sale in the State of California unless they are Reformulated Products pursuant to Section 2.1 above or carry the Proposition 65 warnings specified in Section 2.3 below.

  • Long Term Cost Evaluation Criterion # 4 READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not i ncrease your catalog prices (as defined herein) more than X% annually over the previous year for years two and thr ee and potentially year four, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIP S, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentati on, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from th e “Attachments” section, complete according to the instructions on the form, then uploading the completed form, wit h any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they ma y apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@t xxx-xxx.xxx

  • Development Schedule The Project shall substantially comply with the specific timetables and triggers for action set forth in Article 5 of this Agreement. The parties acknowledge that, as provided in G.S. 160A-400.25(b), the failure to meet a commencement or completion date shall not, in and of itself, constitute a material breach of this Agreement pursuant to G.S. 160A-400.27 but must be judged based upon the totality of the circumstances.

  • Sales Milestones (a) As to each Therapeutic Product, SANOFI-AVENTIS shall pay MERRIMACK up to a total of Sixty Million Dollars (US$60,000,000) upon the first achievement of the following Net Sales milestones, on a Therapeutic Product-by-Therapeutic Product basis: (i) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (ii) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (iii) Total Worldwide Net Sales for Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (b) Each milestone payment set forth in Section 8.4(a) shall be payable by SANOFI-AVENTIS upon the achievement of the related milestone event by SANOFI-AVENTIS and its Affiliates or sublicensees, and SANOFI-AVENTIS shall provide notice to MERRIMACK promptly upon achievement of such milestone event. SANOFI-AVENTIS shall pay MERRIMACK each such milestone payment within [**] days of such achievement of the related milestone event. (c) For purposes of clarity, more than one of the Net Sales milestones set forth above may be earned in the same four (4) consecutive calendar quarter period with respect to a Therapeutic Product. For example, if total worldwide Net Sales with respect to a given Therapeutic Product have not achieved any of the lower sales milestone thresholds set forth in clause (i) or (ii) of Section 8.3(a) above in any previous four (4) consecutive calendar quarter period, but total worldwide Net Sales with respect to such Therapeutic Product exceed $[**] in a subsequent four (4) consecutive calendar quarter period, then all three milestone payments, totaling $60 Million, payable upon achievement of the sales milestone thresholds set forth in clause (i), (ii) and (iii) of Section 8.3(a) above shall become payable to MERRIMACK hereunder.

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