Target Replacement Sample Clauses

Target Replacement. (i) Neurocrine shall have the right, [**] during the Discovery Period, to replace one New Discovery Target with a new CNS Target, subject to the availability of such new CNS Target as described below and further provided that, unless otherwise agreed by the Parties, any such new CNS Target may not be a Target for which modulation is reasonably believed (at the time the relevant Target replacement is being considered) to ameliorate [**]. Voyager will engage a Third-Party gatekeeper to review any replacement CNS Target proposed by Neurocrine to determine whether such proposed replacement CNS Target is (A) subject to any license, option, collaboration or similar obligations of Voyager to a Third-Party, or subject to bona fide negotiations with a Third Party seeking to obtain such rights, that would prevent Voyager from granting rights to Neurocrine with respect to such proposed CNS Target or (B) the subject of a current bona fide internal development program of Voyager for which Voyager has allocated budget or resources to be spent within the subsequent [**] period and appropriate for the applicable stage of the Development of such Program (each of (A) and (B), an “Occupied Target”). (ii) Voyager shall provide a list of Occupied Targets to the gatekeeper and shall require the gatekeeper (A) not to disclose Neurocrine’s proposed replacement CNS Target to Voyager and (B) to notify the Parties of whether Nexxxxxxxx’s proposed replacement CNS Target is an Occupied Target within [**] after Neurocrine discloses the proposed replacement CNS Target to the gatekeeper. If such proposed replacement CNS Target is an Occupied Target, then Neurocrine may continue to propose other CNS Targets until it proposes a CNS Target that is not an Occupied Target. If any proposed replacement CNS Target is not an Occupied Target, then such proposed CNS Target will become a New Discovery Target and Program Target, the replaced Target will no longer be a New Discovery Target or Program Target, and the JSC will promptly prepare a New Discovery Program Development Plan for the newly instituted New Discovery Target. If Neurocrine has not yet exhausted its right to replace one New Discovery Target with a new CNS Target and a CNS Target that was previously identified as an Occupied Target ceases to be an Occupied Target, Voyager shall update the gatekeeper with respect to the new status of such Target and, if Neurocrine had previously proposed such CNS Target, the gatekeeper will notify Neur...
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Target Replacement. During the Research Term, provided that Novartis has not previously delivered a Declaration of Development Candidate with respect to the Initial Program or any [***] Program, Novartis shall have the right, subject to the terms and conditions of this Agreement, to replace the Initial Collaboration Target with the Replacement Collaboration Target as the subject of the Collaboration. Novartis may exercise such right in its sole discretion by providing written notice to Precision, as well as notification through the JSC, specifying its intent to make such replacement (such notice, the “Replacement Notice”). Upon delivery of the Replacement Notice in accordance with this Section 3.3.1, (a) the Collaboration will cease with respect to the Initial Program and any [***] Program then in effect and the Collaboration will be solely for the purposes of the Replacement Program, (b) the Initial Program and any [***] Program then in effect will each cease to be a Program and will be deemed a Terminated Program and all rights in such Terminated Program(s) shall revert to Precision in accordance with Section 15.6, (c) all [***] shall cease to be Licensed ARCUS Nucleases and all products including [***] shall cease to be Licensed Products, and (d) the Initial Collaboration Target and all Payloads (including, for clarity, the Initial Payloads, all Reserved Payloads, and all Additional Payloads) shall cease to be subject to the rights and obligations of the Parties under this Agreement.
Sample 1
Target Replacement. Upon Novartis’s delivery of a Declaration of a Development Candidate with respect to the Initial Program or any [***] Program, Novartis’s right to replace the Initial Collaboration Target with the Replacement Collaboration Target in accordance with Section 3.3.1 shall cease, and the Replacement Collaboration Target and all ARCUS Nucleases Directed Against the Replacement Collaboration Target shall cease to be subject to the rights and obligations of the Parties, except to the extent expressly set forth with respect to the human [***] in Section 8.1, as applicable.
Sample 1

Related to Target Replacement

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • Replacement of Key Personnel The Engineer must notify the State in writing as soon as possible, but no later than three business days after a project manager or other key personnel is removed from association with this contract, giving the reason for removal.

  • Successor Asset Representations Reviewer Following the resignation or removal of the Asset Representations Reviewer under Section 5.1, the Issuer will engage as the successor Asset Representations Reviewer a Person that is an Eligible Asset Representations Reviewer. The successor Asset Representations Reviewer will accept its engagement or appointment by executing and delivering to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement or entering into a new Asset Representations Review Agreement with the Issuer that is on substantially the same terms as this Agreement.

  • Asset Representations Reviewer The Asset Representations Reviewer shall have been appointed and shall have entered into the Asset Representations Review Agreement.

  • Removal of Asset Representations Reviewer If any of the following events occur, the Indenture Trustee may, or, at the direction of Noteholders evidencing a majority of the aggregate Outstanding Amount of the Notes shall, by notice to the Asset Representations Reviewer, remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement: (i) the Asset Representations Reviewer is no longer an Eligible Asset Representations Reviewer; (ii) the Asset Representations Reviewer breaches any of its representations, warranties, covenants or obligations in this Agreement; or (iii) a Bankruptcy Event of the Asset Representations Reviewer occurs.

  • Card Replacement If you need to replace your Card for any reason, please contact us at 0-000-000-0000 to request a replacement Card. You will be required to provide personal information which may include your Card number, full name, transaction history, and similar information to help us verify your identity. There is a fee for replacing your Card. For information about the fee, please see the Schedule of Account Fees and Terms below.

  • Eligibility Requirements for Asset Representations Reviewer The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

  • Engagement of Successor Asset Representations Reviewer Following the resignation or removal of the Asset Representations Reviewer, the Issuer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.

  • Tool Replacement Personal tools worn out and/or broken on the job will be replaced on a like- for-like basis by the Employer, provided the tool is turned in to the Employer and the Employer had knowledge the tool was being used on the job. If an employee has his/her tools stolen from a state vehicle, the Employer will replace those tools, as long as no employee negligence has occurred.

  • Asset Representations Review Process Section 3.01 Asset Representations Review Notices and Identification of Review Receivables. On receipt of an Asset Representations Review Notice from the Seller according to Section 5.7 of the Receivables Purchase Agreement, the Asset Representations Reviewer will start an Asset Representations Review. The Servicer will provide the list of Review Receivables to the Asset Representations Reviewer promptly upon receipt of the Asset Representations Review Notice. The Asset Representations Reviewer will not be obligated to start, and will not start, an Asset Representations Review until an Asset Representations Review Notice and the related list of Review Receivables is received. The Asset Representations Reviewer is not obligated to verify (i) whether the conditions to the initiation of the Asset Representations Review and the issuance of an Asset Representations Review Notice described in Section 7.6 of the Indenture were satisfied or (ii) the accuracy or completeness of the list of Review Receivables provided by the Servicer.

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