Research Targets. As of the Amendment Effective Date, there are [***] Research Targets: the AstraZeneca Exclusive Target, [***] AstraZeneca CV Targets and the AstraZeneca Oncology Target. Each of these Targets will remain a Research Target unless and until it becomes a Discontinued Target in accordance with the Transaction Agreements. Following the Amendment Effective Date AstraZeneca does not have any rights to nominate (or re-nominate) any other Target as a Research Target. For certain purposes in connection with [***] Product Candidates, [***] Research Targets will be treated as [***] Research Targets as set out in Section 4.4. A&R OPTION AGREEMENT
Research Targets. During the Research Term, subject to Section 2.4, either Party may nominate a Target to be a Research Target for inclusion in a Research Program by providing written notice of such nomination to the other Party. Moderna shall nominate at least [**] Targets from the Pre-Cleared Target List as Research Targets within the first [**] after the Effective Date.
2.2.1. If Moderna is the nominating Party and the nominated Target is a [**], then such [**] become a Research Target [**] and the Parties shall [**].
2.2.2. If Moderna is the nominating Party and the nominated Target (a) [**], (b) [**] and (c) (i) [**] and (ii) [**], then such [**] become a Research Target [**] and the Parties shall [**]. Carisma shall notify Moderna within [**] of Moderna’s nomination of a Target if such Target is the [**]. Carisma shall be [**] per each [**] period of the Research Term, with the first such period beginning on the Effective Date (each, a “[**]”) pursuant to Section 2.2.2(c), this being cumulative (provided that, if [**]), so that over the Research Term, Carisma shall be [**] in the aggregate, exclusive of the [**]. Notwithstanding the foregoing, Carisma may not [**] under Section 2.2.2(c) in any [**]. For example, [**].
2.2.3. If Moderna is the nominating Party and the nominated Target is [**] or such nominated Target is [**], then the Parties shall [**] such nominated Target [**].
2.2.4. If Carisma is the nominating Party, the nominated Target shall [**] and [**] only if [**].
Research Targets. Upon the determination by NVS that Target Validation for any given Candidate Target is not achievable, NVS will notify Pliant in writing that NVS is rejecting such Candidate Target as a Research Target at or before the next JSC meeting or within [***] months after making such determination, whichever is earlier. On a Candidate Target-by-Candidate Target basis, upon the first to occur for such Candidate Target of (i) expiration or termination of the Research Term, (ii) the date upon which NVS notifies Pliant in writing that NVS is rejecting such Candidate Target as a potential Research Target or (iii) the date upon which three (3) Candidate Targets, other than such Candidate Target, have been designated as a Research Target, such Candidate Target will no longer be subject to this Agreement.
Research Targets. (i) During the period beginning on the Effective Date and ending, on a Candidate Target-by-Candidate Target basis, on the date such Candidate Target is no longer deemed a Candidate Target pursuant to Section 3.1, or on a Research Target-by-Research Target basis, on the Selection Date with respect to such Research Target, as applicable, neither Party or its Affiliates will, and each Party will cause its licensees, and sublicensees not to, alone or with or through any Third Parties (including through licensing any Third Party), Research anywhere in the Territory the modulation of any Candidate Target or Research Target, or Research, Develop, Manufacture, or Commercialize anywhere in the Territory any compounds or products that Modulate Selectively or are intended to Modulate Selectively a Research Target, other than performing Target Validation Activities or Researching Research Compounds, each in accordance with the terms and conditions of this Agreement[***]. Notwithstanding the foregoing, [***].
(ii) During the Term, Pliant and its Affiliates will not, and will cause its licensees, and sublicensees not to, alone or with or through any Third Parties (including through licensing any Third Party), Research, Develop, Manufacture, or Commercialize anywhere in the Territory any [***] other than Researching Research Compounds and Selected Research Compounds (as applicable) in accordance with the terms and conditions of this Agreement.
Research Targets. Subject to Section 10.3(c) and Section 10.3(d), NVS shall make the Development Milestone Payments provided below to Pliant upon the first (1st) achievement of the corresponding Development Milestone Event by a Research Product for each Research Target. Each series of Development Milestone Payments will be payable only once with respect to the first Research Product that achieves such Development Milestone Event for a Research Target, notwithstanding the number of Research Products that may achieve the applicable Development Milestone Event for such Research Target, nor the number of times a Research Product achieves such Development Milestone Events, and in all cases, only with respect to up to three (3) Research Targets.
Research Targets. Each Development Milestone Payment for a Research Target shall be payable only on the first (1st) occurrence of the achievement of the applicable Development Milestone Event of a Research Product for such Research Target, and no Development Milestone Payment shall be payable more than once with respect to any Research Target.
Research Targets. General. As noted above, ATL and ISIS will collaborate to assess Research Targets that may be important in the prevention or treatment of a disease or condition.
Research Targets. DESIGNATION.
(a) The collaborative research hereunder will be focused on specific gene targets thought to be attractive for the development of antisense drugs. ATL will choose targets in accordance with the provisions of this Section 3.4 as the basis for its antisense drug discovery efforts. ATL commits to use commercially reasonable efforts to conduct research and drug discovery activities with respect to each Research Target to maximize its commercial value.
(b) Exhibit 3.4 hereto contains a list of the initial targets that are the object of Licenses to Research (the "Research Targets"), as well as the nucleic acid sequences for the corresponding human genes and a brief record of any studies performed on those targets by ISIS. Research Targets listed on Exhibit 3.4 that are Dermatology Targets are listed in Section B, and all other Research Targets are listed in Section A of Exhibit 3.4. During the Collaboration Term, targets may be added to and removed from Exhibit 3.4 in accordance with the terms of this Section and Section 3.5.
Research Targets. SELECTION, REMOVAL, REPLACEMENT AND APPROVAL PROCESS.
(a) As noted above, on the Effective Date, Exhibit 3.4 will list the initial Research Targets agreed upon by the parties. ATL warrants and represents that if it has not provided ISIS with the nucleic acid sequences for the corresponding human genes for any of the Research Targets listed in Exhibit 3.4 by the Effective Date, it will do so promptly thereafter. Consistent with the terms of this Agreement, ISIS will have no obligation to conduct any activities with respect to such Research Targets until the required materials, information and/or payments (if applicable) have been submitted to ISIS by ATL. The addition of new Research Targets to the list in Exhibit 3.4 is at ISIS' sole discretion.
(b) If ATL wishes to designate a new Research Target, it will provide ISIS with written notice of the target it wishes to add to the list set forth in Exhibit 3.4. Such written notice will include the gene name, the NCBI accession number or nucleic acid sequence, and one or more mammalian cell lines that express the Research Target. ISIS will not, and is not required to, accept a proposed Research Target without such information. In addition, ATL will inform ISIS of whether or not to the best of ATL's knowledge the proposed target is in the public domain or is proprietary to a Third Party.
(i) ATL will not propose a target for consideration as a possible Research Target if to its knowledge ATL is not able to provide ISIS with rights to use such target sufficient to enable ISIS to carry out its activities in support of the Collaborative Research Program as contemplated by the parties hereunder.
(ii) If ATL proposes a target that is encumbered by Third Party restrictions, [***].
(iii) If a target proposed by ATL is subject to an ISIS drug discovery and development program or a contractual obligation of ISIS to a Third Party with respect to that target, then the proposed target will not be approved as a Research Target hereunder.
(c) Within [***] days after receipt of the ATL notice under subsection (b), ISIS will notify ATL, in writing, of its decision either to approve or to reject a proposed target.
(i) If a proposed target is not approved as a Research Target, the notice provided by ISIS will advise ATL of the reason(s) the target was not approved, and ATL will be invited to submit a different proposed target for consideration.
(ii) If a proposed target is approved as a Research Target, ISIS' notice to ATL will in...
Research Targets. If, within [**] after initiating Discovery Efforts with respect to an Initial Collaboration Research Target or Replacement Research Target (the “Replacement Target Period”), Moderna reasonably believes that Development of TCER Products Directed Against such Initial Collaboration Research Target or Replacement Research Target is unlikely to be successful, then Moderna may provide written notice to Immatics of such determination and may, via such notice or thereafter upon an additional notice during the Replacement Target Period, replace such Initial Collaboration Research Target or Replacement Research Target with another Research Target Derived from the same Collaboration Parental Target (each such Research Target, a “Replacement Research Target”). Upon such replacement, the replaced Collaboration Research Target ceases to be a Collaboration Research Target and the Replacement Research Target becomes a Collaboration Research Target. For clarity, no amounts are due hereunder resulting from the replacement of any Collaboration Research Target pursuant to this Section 3.6.1.
