Common use of Target Substitution- consequences Clause in Contracts

Target Substitution- consequences. In case Merck requests a Target Substitution, upon said Target Substitution becoming effective in accordance with Section 2.5.2, the relevant Excluded Target shall be replaced by the relevant Substitute Target in all Target Combinations under the then-current Work Plans (i.e. […***…] Research Program under Work Plan 1 and/or […***…] Target Combinations under Work Plan 2 and all Multispecific Target Combinations under Work Plan 3) that contained the Excluded Target under all Work Plans. Accordingly, upon the date of said Target Substitution becoming effective in accordance with Section 2.5.2: (i) all Research Program activities relating to any Monospecific Nanobodies or Multispecific Nanobodies directed to the Excluded Target shall cease (and any amounts paid in advance for any FTE’s utilized for such activities prior to said Target Substitution becoming effective shall not be refunded but rather, if unused, such amounts shall be reallocated to and credited against work to be done with respect to the Substitute Target); (ii) the Selected Multispecific Target Combination(s) that contained the Excluded Target shall cease to be Selected Multispecific Target Combination(s) and the limits to exclusivity under Section 2.12.7 shall apply; (iii) for the […***…] Target CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Combinations that contained the Excluded Target, the exclusivity provisions under Section 2.12.3 shall continue to apply; (iv) the license granted to Merck under Section 3.1.1 shall automatically be amended and limited so as to exclude (to the extent that the same, prior to the amendment/limitation pursuant to this Section 2.5.3, formed part of the license granted to Merck under Section 3.1.1): (x) the Research, Development and Commercialisation of any Monospecific Nanobodies directed to the Excluded Target; and (y) the Research, Development and Commercialisation of any Multispecific Nanobodies directed to the Excluded Target and at least one further therapeutic Target (being an Immuno-oncology Target or any other therapeutic Target). For clarity, upon such Target Substitution becoming effective: (i) subject to the research license granted to Merck in Section 3.1.4 (which shall continue to apply after the date such Target Substitution becomes effective), […***…]).