Common use of REPLACEMENT PROJECTS Clause in Contracts

REPLACEMENT PROJECTS. If the JSC elects to discontinue a Project with respect to a Project Target, upon discontinuation of that Project: (a) ProQR shall have no further obligations under the Workplan with respect to such Project Target; and (b) such Project Target shall thereafter no longer be considered a Project Target and shall be deemed a Discontinued Target. In addition, Lilly shall have the right, no later than [***] before the end of the Research Term, to select a Target (or specific adenosine, element or mutated form thereof) to replace such Project Target in the Research Program as a Replacement Target by notifying the JSC of such election (each, a “Replacement Target”). If the proposed Replacement Target is a Reserved Target or [***] Target, is not an Unavailable Target (unless Lilly has consented to the non-exclusive restrictions on such Target pursuant to Section 3.3.1), or is otherwise consented to by ProQR, the proposed Replacement Target shall be deemed a Project Target, and in which case a project associated with such Replacement Target shall replace the discontinued Project as a “Replacement Project,” and the Parties (through the JSC) shall prepare the mutually agreed upon Workplan for the Replacement Project (in accordance with Section 4.4.2). For avoidance of doubt, Replacement Targets may, but need not be, Reserved Targets or [***] Targets, and Replacement Projects may replace either an Initial Project or an Additional Project, and may itself be eligible to be replaced by a subsequent Replacement Project. In no event, however, shall there be more than [***] replacements of Project Targets, in the aggregate, pursuant to this Section 3.5.

REPLACEMENT PROJECTS. If the JSC elects to discontinue a Project with respect to a Project Target, upon discontinuation of that Project: (a) ProQR shall have no further obligations under the Workplan with respect to such Project Target; and (b) such Project Target shall thereafter no longer be considered a Project Target and shall be deemed a Discontinued Target. In addition, Lilly L▇▇▇▇ shall have the right, no later than [***] before the end of the Research Term, to select a Target (or specific adenosine, element or mutated form thereof) to replace such Project Target in the Research Program as a Replacement Target by notifying the JSC of such election (each, a “Replacement Target”). If the proposed Replacement Target (i) is (or is a specific adenosine, element of or mutated form of) a Reserved Target or [***] Target, (ii) is not an Unavailable Target (unless Lilly has consented to the non-exclusive restrictions on such Target pursuant to Section 3.3.1), (iii) is covered by the Exclusive Field or (iv) is otherwise consented to by ProQR, the proposed Replacement Target shall be deemed a Project Target, and in which case a project associated with such Replacement Target shall replace the discontinued Project as a “Replacement Project,” and the Parties (through the JSC) shall prepare the mutually agreed upon Workplan for the Replacement Project (in accordance with Section 4.4.2). For avoidance of doubt, Replacement Targets may, but need not be, Reserved Targets or [***] Targets, and Replacement Projects may replace either an Initial Project or an Additional Project, and may itself be eligible to be replaced by a subsequent Replacement Project. In no event, however, shall there be more than [***] replacements of Project Targets, in the aggregate, pursuant to this Section 3.5.