Determination of Approaches as Separate Strategies Clause Samples

Determination of Approaches as Separate Strategies. The Parties will decide through the Neurology JRC whether a proposed approach to a gene target will be considered distinct, such that it is eligible for designation as a separate Strategy and separate Target Sanction Plan (and separate Collaboration Program) under this Agreement, from any other Strategy for which the Parties are considering or pursuing target validation activities with respect to the same High Interest Target or Collaboration Target at such time under the Collaboration. If the Parties disagree as to whether two proposed approaches to a High Interest Target are distinct approaches, then so long as each such proposed approach falls within one of the subclauses ((a) through (f)) of the definition of Strategy, such proposed approaches will be distinct Strategies unless, (i) the activities in connection with the primary approach are proposed to be [***] the secondary approach, and (ii) (A) such secondary approach [***] the primary approach and (B) the scientific work [***] the two approaches (for example, [***] the secondary approach [***] the primary approach). Out-of-pocket expenses payable to Third Parties and incurred by Ionis directly in the course of pursuing [***] approach will not be included in the [***] calculation under the foregoing sentence, and [***] for such reasonable out-of-pocket expenses. If the Parties cannot agree as to whether a proposed approach to a gene target is distinct from any other Strategy for which the Parties are considering or pursuing target validation activities with respect to the same High Interest Target or a Collaboration Target at such time under the Collaboration (i.e., that the proposed approach is not a separate Strategy and a Party believes that it falls within a Strategy already being considered or for which target validation activities are already being pursued for the same target under the Collaboration) within [***] days after the date on which the Parties started discussing such matter, then the Parties will refer such matter for review and resolution by the CSC. If the CSC is unable to resolve such matter within [***] days following such referral, then such proposed approach shall not be pursued under the Collaboration unless and until the Parties mutually agree upon the terms upon which such approach can be progressed, such agreement not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary set forth in this Agreement, and without limiting Section 6.11.7...