Target Substitution Sample Clauses

Target Substitution. Subject to Section 2.3.6, at any time prior to the [**] with respect to a given Initial Target or its applicable Substitute Target, Pfizer may, through written notice to Arvinas, replace such Target as further provided below. In Pfizer’s written notice, Pfizer will provide the Initial Target to be replaced and will propose a potential Substitute Target (the “Target Substitution Notice”). Arvinas will notify Pfizer in writing within [**] after the delivery of the Target Substitution Notice if the proposed Substitute Target is an Excluded Target. Otherwise, such proposed Substitute Target shall be deemed accepted by Arvinas. Provided that the proposed Substitute Target is accepted as provided above, such Substitute Target shall become a Target for all purposes under this Agreement and the replaced Initial Target or prior Substitute Target, as applicable, shall cease to be a Target for all purposes under this Agreement. [**] The Parties shall agree on the Research Plan for each Substitute Target that becomes a Target promptly following issuance of the relevant Target Substitution Notice, which Research Plan shall be substantially similar to the completed Research Plans attached to this Agreement as of the Effective Date, unless otherwise agreed in writing by the Parties.

Target Substitution. 2.8.1 During the Expansion/Substitution Period, Genentech shall have the right, at no additional cost or expense, to substitute for an Exclusive Target and designate a different Proposed Target as an Exclusive Target (“Substitute”) by providing a Substitution Notice to Arvinas in accordance with the procedures set forth under Section 2.10.2 below as follows: (a) in the event that, through no fault of Genentech, Arvinas has not yet commenced its activities under the Research Plan for a particular Exclusive Target, Genentech may Substitute for such Exclusive Target, [**] pursuant to this Section 2.8.1(a); (b) in the event that no Licensed PROTAC identified under Stage I of the Research Plan for a particular Exclusive Target demonstrates achievement of the Minimum Protein Degradation Criteria with respect to such Exclusive Target within the first [**] of the later of (i) commencement of the Research Program for such Exclusive Target and (ii) receipt by Arvinas of any Genentech Compounds to be provided to Arvinas as set forth in the relevant Research Plan, Genentech may Substitute for such Exclusive Target, [**] pursuant to this Section 2.8.1(b); provided, however, that Genentech may only Substitute such Exclusive Target [**] pursuant to this Section 2.8.1(b) if the particular Exclusive Target was in the first instance one of its first [**] Expansion Targets designated as an Exclusive Target under Section 2.10.2; (c) in the event, at any time prior to the end of the applicable Option Period, Genentech terminates the Research Program in accordance with this Agreement for any Exclusive Target that was either an Initial Target or a Substitute for an Initial Target, Genentech may Substitute for such Exclusive Target [**] pursuant to this Section 2.8.1(c); and (d) in the event, at any time prior to the end of the applicable Option Period, Genentech terminates the Research Program in accordance with this Agreement for any Exclusive Target that is one of its first [**] Expansion Targets designated as an Exclusive Target under Section 2.10.2 (or a Substitute made under Section 2.8.1(a) or (b) above for any such Expansion Target), Genentech may Substitute for such Exclusive Target [**] pursuant to this Section 2.8.1(d). For clarity, the Parties agree that, except for the substitution right provided in Section 2.8.1(a) above, Genentech shall have no right to Substitute under this Section 2.8 for any Exclusive Target that is one of the [**] Expansion Targets designated a...

Target Substitution. Genentech shall have the right, from time to time during the Term, to substitute a different Modulator Target (or Targeting Arm, as applicable) in place of an existing Collaboration Target (each, a “Target Substitution”) solely as set forth below: 3.2.1 [***] Substitution Right [***]. Subject to Section 3.2.7, [***] Genentech shall have the one-time right [***], to substitute during a period of [***] following the date of the receipt by Genentech [***] (the “Initial Substitution Period”), another available [***] Target, [***] (each, a “Substitute Target”), [***]. Such Substitute Target shall be nominated using mutatis mutandis the Target nomination process set forth in Section 3.1.3 or Section 3.1.4, as applicable. For clarity, [***] the nomination of the Substitute Target shall be effective as of Genentech’s receipt of the Target Availability Notice. 3.2.2 [***] Substitution Right [***]. Subject to Section 3.2.6 and Section 3.2.7, [***], Genentech shall have the one-time-right [***] during a period following the [***] to nominate a Substitute Target, [***]. Such Substitute Target shall be nominated using mutatis mutandis the Target nomination process set forth in Section 3.1.3 or Section 3.1.4, as applicable. For clarity, [***] the nomination of the Substitute Target shall be effective as of Genentech’s receipt of the Target Availability Notice. 3.2.3 [***] Substitution Right [***]. Subject to Section 3.2.7, [***] Genentech shall have the one-time right [***] during a period of [***] following the date [***], to nominate a Substitute Target [***]. Such Substitute Target shall be nominated using mutatis mutandis the Target nomination process set forth in Section 3.1.3 or Section 3.1.4, as applicable. For clarity, [***] the nomination of the Substitute Target shall be effective as of Genentech’s receipt of the Target Availability Notice. 3.2.4 [***] Substitution Right [***]. Subject to Section 3.2.6 and Section 3.2.7, [***], Genentech shall have the one-time-right [***], during the period between [***], to nominate a Substitute Target. Such Substitute Target shall be nominated using mutatis mutandis the Target nomination process set forth in Section 3.1.3 or Section 3.1.4, as applicable, but [***]. 3.2.5 [***] Substitution. [***], Genentech shall have a one-time right, [***], to nominate a Substitute Target [***]. Genentech may exercise such right at any time during [***]. Any substitution of a Target [***] will follow the Target nomination process set fort...

Target Substitution. Promptly following the receipt by Genentech of the Target Availability Notice for a [***], BicycleTx shall issue an invoice to Genentech for an [***], and Genentech shall pay to BicycleTx such [***] following receipt of such invoice.

Target Substitution. On an Initial Target-by-Initial Target basis, at any time prior to the earlier of (a) completion of Non-GLP Toxicology Studies for the first Licensed ADC Directed to the applicable Initial Target under a Research Program, and (b) [**] following the Target Selection Date for such Initial Target (the “Proposed Substitution Deadline”), Xxxxxxx shall have the right, in its sole discretion, to substitute for such Initial Target another Reserved Antigen or other Antigen or [**] pursuant to the process set forth in this Section 3.3 (each, a “Target Substitution Right”); provided that the Proposed Substitution Deadline for the first Target Substitution Right exercised by Xxxxxxx under this Agreement shall be no later than [**] before the deadline for exercise of the Initial Target Substitution Right (as defined in the Synaffix Agreement) with respect to the applicable Initial Target under Section 2.9(a) of the Synaffix Agreement, unless the Proposed Substitute Target with respect to such Initial Target is a Non-Synaffix Target. For each Initial Target, a substitution may be made under this Section 3.3 only one time.

Target Substitution. At any time during the Research Term, the definition of Compound may be amended upon mutual written agreement of the Parties to provide for the substitution of a new molecular target.

Target Substitution. In the event that ONO and CombiChem mutually agree in writing that the Research Target is unsuitable for further research, the Parties shall meet to discuss the substitution of another Target. If the Parties mutually agree in writing to such a ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission Target, ONO shall not be obligated to pay a second project initiation fee to CombiChem as provided in Section 8.1 hereof.

Target Substitution. 2.3.1 At any time prior to the [ * ], AGT shall have the right to substitute [ * ] AGT Target with a Reserved Target Candidate in accordance with this Section 2.3 by providing a Target Substitution Notice to Licensor. If a proposed Substitute Target is deemed an AGT Target in accordance with Section 2.4, AGT shall pay one-time Substitute Target Fee to Licensor as specified in Section 7.1.3. 2.3.2 Upon replacement of an AGT Target with a Substitute Target, (a) the replaced AGT Target shall (i) no longer be considered an AGT Target, (ii) be removed from the list of Reserved Target Candidates, (iii) no longer be subject to this Agreement, and (b) the Substitute Target shall be deemed an AGT Target for all purposes of this Agreement.

Target Substitution. (a) In respect of the Licensed Targets for Option [**] (inclusive) [**], MERSANA shall have the right to substitute [**] of such Licensed Targets only, at any time prior to the earlier of (a) [**] such Licensed Target; or (b) [**] such Licensed Target (“Initial Target Substitution Right”), [**]. (1) If XXXXXXX is interested in exercising the Initial Target Substitution Right, it shall notify SNFX and the Agent thereof without disclosing the new Target (such new Target, a “Proposed Initial Target,” and such notice, an “Initial Target Substitution Notice”) and shall separately specify to Agent the Proposed Initial Target and the Licensed Target to be substituted. SNFX shall cause the Agent to notify MERSANA within [**] thereafter whether the Proposed Initial Target is an Unavailable Target or not. (2) If the Proposed Initial Target is an Unavailable Target, the substitution right shall not be deemed to be exercised and Agent shall notify MERSANA thereof. In such case, MERSANA may thereafter exercise its Initial Target Substitution Right to substitute the same or different Licensed Target (as long as it is a Licensed Target for any of Options [**] (inclusive)) with a different Proposed Initial Target in accordance with this Section 2.9(a), provided that the Initial Target Substitution Right has not expired. (3) If the Proposed Initial Target is not an Unavailable Target, then MERSANA may exercise the Initial Target Substitution Right by providing written notice thereof to SNFX within [**] of receiving notice that the Proposed Initial Target is not an Unavailable Target, following which the substituted existing Licensed Target specified in Section 2.9(a)(1) shall cease to be a Licensed Target and shall become a Terminated Target (unless, for clarity, MERSANA subsequently exercises its Option right or Target substitution right with respect to such former Licensed Target and a different Option) and such Proposed Initial Target shall be deemed a Licensed Target hereunder. For clarity, during such [**] period, the Proposed Initial Target shall not be reserved for MERSANA and SNFX shall have no obligation to ensure that such Proposed Initial Target does not become an Unavailable Target during such [**] period. (b) In respect of any Reserved Targets and Licensed Targets for Option [**] (inclusive) [**], MERSANA shall have the right, with respect to each such Option, to either (i) substitute the Reserved Target for such Option (if any) at any time during the Reservat...

Target Substitution. On or before the date that is six (6) months before the end of the Discovery Program Term, but in no case more than two times in any one calendar year, Loxo may determine that research activities with respect to any one of the Amendment 5 Triage Targets should be discontinued (for example, and without limitation, because an Amendment 5 Triage Target has not yielded sufficient progress, or scientific literature suggests such Amendment 5 Triage Target is intractable or is not therapeutically relevant or for safety issues) and want to replace such Amendment 5 Triage Target with a substitute. Upon such designation, such discontinued Target shall cease to be a Target under this Agreement, and Exhibit B shall be deemed to be updated accordingly. Upon such determination by Loxo, Loxo shall provide written notice to Array of the Amendment 5 Triage Target that Loxo desires to remove from Exhibit B (each such Target, an “Identified Target”) and will include in such notification up to three (3) suggested substitutes for each such Identified Target. After receipt of such notice, Array will promptly inform Loxo whether, as of the date of such written notice, the addition of such suggested substitute target would not: (i) violate any agreement that Array has with a Third Party; (ii) add a target that is the subject of Array’s own active and ongoing research (with existing commitment and expenditure of resources for such target), was the subject of previous significant research at Array, or is the subject of drugs in Array’s clinical development pipeline or marketed product portfolio or is the subject of drugs that Array has the right to combine with drugs in its proprietary development pipeline; or (iii) add a target that Array is engaged in active, ongoing substantial negotiations (i.e., has agreed a term sheet containing material business terms) with a Third Party with respect to such target. If none of (i), (ii) or (iii) apply to any given suggested substitute target, such target shall be deemed an “Available Target”. Loxo may select the suggested substitutes for an identified Target from, among others, the potential substitutes listed on Exhibit C hereto. As of the Amendment Date, none of (i), (ii) or (iii) apply to any of the potential substitute targets listed on Exhibit C. Six months after the Amendment Date, Loxo shall eliminate at least three (3) potential substitute targets listed on Exhibit C. Twelve (12) months after the Amendment 5 Date, none of the current...