Common use of Development Candidate Identification Clause in Contracts

Development Candidate Identification. (a) Within [***] following the JSC’s receipt of the DC Data Package from each Party, the JSC will determine, in its reasonable, good faith judgement, whether or not any of the Collaboration Compounds identified in the DC Data Package have satisfied the DC Criteria. If the JSC determines that one or more Collaboration Compounds satisfy the DC Criteria, or the JSC otherwise designates one or more Collaboration Compounds as a Development Candidate (regardless of whether such Collaboration Compound meets the DC Criteria), then the applicable Collaboration Compound(s) will be deemed Development Candidates hereunder. (b) If the JSC determines that the applicable Collaboration Compounds do not satisfy the DC Criteria, or the JSC does not otherwise designate at least one Collaboration Compound as a Development Candidate during such [***] period (which period may be extended by mutual agreement of the Parties, or tolled during the pendency of any dispute brought under Section 5.5 (Resolution of Committee Disputes) as to whether one or more Collaboration Compounds satisfies the DC Criteria), then: (i) if neither Party desires to continue activities under the Research Plan, this Agreement will terminate in accordance with Section 17.2.5 (Termination for Failure to Select a Development Candidate); (ii) if the Parties both desire to continue to conduct activities under the Research Plan to identify additional Collaboration Compounds that meet the DC Criteria, then the Parties will amend the Research Plan and Research Budget to reflect additional Research Activities reasonably required to identify one or more Collaboration Compounds that achieve the DC Criteria, subject to Section 3.2.3 (Research Costs; Research Budget); provided that, the Research Plan and Research Budget may not be amended without the prior written consent of both Parties and in the event of a dispute with respect to the contents of such amendment to the Research Plan and Research Budget, either Party may refer such matter to be resolved in accordance with Section 18.2 (Expedited Dispute Resolution) within [***] following a determination that the Parties cannot reach agreement; or (iii) if one Party desires to conduct additional Research Activities to identify additional Collaboration Compounds that meet the DC Criteria and the other Party does not, then such other Party will (A) have no obligation to perform any such additional Research Activities, and (B) be deemed to have Opted-Out under Section 11.1.2 (Deemed Opt-Out).