Common use of Initial Target Clause in Contracts

Initial Target. (i) The Parties hereby acknowledge and agree that the Initial Target has been designated by the Parties as a Program Target as of the Effective Date for the Primary Field and is listed as such on the Program Target List attached hereto as Schedule 5-A. KHK shall have the right, at its sole discretion and at any time during the Research Collaboration Term, based on the Development Criteria and the results of the Research Collaboration, to determine to proceed with further research and development of Research Compounds with respect to the Initial Target by providing written notice to DICERNA and paying the Initial Target Option Payment (the “Initial Target Option Right”). [***] (ii) If at any time after the date of payment of the Upfront Payments and continuing for the remainder of the Research Collaboration Term for the Initial Target, KHK determines, after consultation with its internal patent counsel, that the DICERNA Background Patent Rights that cover the Initial Target are reasonably likely to fail to provide KHK with the freedom to operate necessary for KHK to develop and commercialize DsRNAi-Based Compounds against such Initial Target, KHK shall provide DICERNA with a written notice of such decision, and KHK shall have the one-time right to replace that Initial Target with one (1) [***] Target listed on the [***] Target List, at its sole discretion. Upon written notice by KHK to DICERNA of KHK’s decision to make such replacement, (A) KRAS shall be deemed to be a Waived Target, and (B) the replacement [***] Target shall be deemed to be the Initial Target for purposes of this Agreement. For purposes of clarity, any Initial Target Option Payment or [***] previously paid by KHK for the Initial Target that is replaced by an [***] Target under this Section 4.1(a)(ii) shall not be payable for such replaced Target; provided, that, all unpaid future milestones shall remain due and payable for such replaced Target.