Right to Substitute Program Targets Sample Clauses

Right to Substitute Program Targets. (i) Subject to the remainder of this Section 2.1(c): (A) During or upon completion of [ *** ] the Research Operating Plan (as defined therein) for a particular Program Target, Merck will have the option to substitute a new Program Target into the Research Collaboration and commence a new Research Operating Plan for the new Program Target. (B) If [ *** ] of the Research Operating Plan (as defined therein) for a particular Program Target has not achieved the technical criteria as set forth in the Research Operating Plan for such Phase, prior to entering [ *** ] of the Research Operating Plan (as defined therein) for such particular Program Target, Merck will have the option to substitute a new Program Target into the Research Collaboration and commence a new Research Operating Plan for the new Program Target. 1. With respect to the substitutions described in Section 2.1(c)(i)(B) above, the total number of Program Target substitutions for each of the three (3) initial Program Targets [ *** ]. 2. In all cases, any such substitution must occur [ *** ] before the end of the Research Term, and if necessary and subject to continued FTE support from Merck, the Research Term will be extended for such new Program Target for a period of time as agreed by the JSC (but the Research Term as applied to any other Program Target will not be extended absent mutual agreement of the parties). [ *** ]. (ii) The nomination by Merck of a new protein target as a new Program Target pursuant to this Section 2.1(c) is subject to (a) [ *** ], (b) the JSC, acting in good faith, agreeing on a Research Operating Plan, Hit Class of Interest Criteria and Progressable Lead Class Criteria for such new Program Target, and (c) the ability of Merck to timely provide any Materials required to perform such Research Operating Plan; if any of the foregoing ((a) through (c)) is not satisfied, then such new protein target so nominated by Merck will not become a new Program Target hereunder. [ *** ]. (iii) Upon substitution of any initial Program Target, (a) the Research Collaboration with respect to such substituted initial Program Target will immediately cease (with all studies under the Research Collaboration to wind-down and cease as soon as practically feasible), (b) this Agreement will be deemed terminated in-part by Merck pursuant to [ *** ] (but solely with respect to such substituted initial Program Target, and for clarity, the Research Collaboration for any other Program Target hereunder wil...