Common use of Replacement Target Clause in Contracts

Replacement Target. (a) As of the Effective Date, the microRNA-15/195 target family and the microRNA-208/199 target family are Targets. Pursuant to activities set forth in the Research Plan, the Parties shall, through the JRDC, further evaluate the suitability of the microRNA-15/195 target family and of the microRNA-208/199 target family as Targets. The JRDC’s decision or, in case of disagreement, Servier’s decision as to whether each of the microRNA-15/195 target family and the microRNA-208/199 target family is suitable as a Target shall be made based [*] on one (1) or more of the following four (4) criteria: (i) the Licensed Oligos that directly and selectively modulate the Target [*], (ii) the Licensed Oligos that directly and selectively modulate the Target [*], (iii) the Licensed Oligos that directly and selectively modulate the Target [*] (i.e., [*]), and (iv) the [*]. (b) If, based on results obtained from the activities set forth in the Research Plan and the criteria set forth above in Section 4.6(a), the JRDC or Servier as the case may be determines that the microRNA-15/195 target family and/or the microRNA-208/199 target family remain(s) suitable as Target(s), then the microRNA-15/195 target family and/or the microRNA-208/199 target family, as applicable, shall remain Target(s) under this Agreement and the terms and conditions applicable to such Target(s) under this Agreement shall remain unchanged. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) After selection of a Third Target, the Parties may decide to further evaluate the suitability of the Third Target as a Target. If, based on the criteria set forth above in Section 4.6(a) (which criteria shall apply mutatis mutandis to the evaluation of the suitability of the Third Target as a Target) the JRDC or Servier as the case may be determines that the Third Target remains suitable as a Target, then the Third Target shall remain a Target under this Agreement and the terms and conditions applicable to such Target under this Agreement shall remain unchanged. (d) If, based on results obtained from the activities set forth in the Research Plan and the criteria set forth above in Section 4.6(a), the JRDC or Servier as the case may be determines that the microRNA-15/195 target family, the microRNA-208/199 target family or the Third Target is not suitable as a Target, then the microRNA-15/195 target family and/or the microRNA-208/199 target family and/or the Third Target, as applicable, shall no longer be deemed a Target hereunder, and the JRDC shall select a microRNA target family from the Target List as a replacement for such target (such replacement, the “Replacement Target”), provided however that in the case the JRDC cannot reach an agreement as to such selection, Servier shall have the final say. Upon the selection of the Replacement Target: (i) Servier’s licenses and rights under this Agreement pertaining to the microRNA-15/195 target family and/or to the microRNA-208/199 target family and/or the Third Target, as applicable, shall terminate; (ii) such Replacement Target(s) shall be deemed Target(s) hereunder; (iii) the Parties shall update and amend the Research Plan and the Development Plan to exclude the research and Development activities related to the microRNA-15/195 target family and/or to the microRNA-208/199 target family and/or the Third Target, as applicable, and to include the research and Development activities related to such Replacement Target(s); (iv) Servier hereby assigns to Miragen, effective as of such JRDC determination, all right, title and interest in and to any and all Inventions related to the microRNA-15/195 target family and/or to the microRNA-208/199 target family and/or the Third Target, as applicable, as well as any and all data and results generated by Servier in the course of any work performed pursuant to this Agreement with respect to the microRNA-15/195 target family and/or to the microRNA-208/199 target family and/or the Third Target, as applicable; (v) all such Inventions, data and results shall be deemed Confidential Information of Miragen; (vi) Servier shall promptly transfer all tangible and electronic embodiments of such Inventions, data and results to Miragen; (vii) Miragen shall have the right to research, develop and/or commercialize any product pertaining to the microRNA-15/195 target family and/or the microRNA-208/199 target family and/or the Third Target, as applicable, or any component therein in any field and anywhere, either by itself or in collaboration with a Third Party, without any further obligation to Servier; and [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (viii) Miragen shall use Commercially Reasonable Efforts to either (1) amend the Santaris Agreement to include such Replacement Target, or (2) if the Parties decides to incorporate, in lieu of Santaris’ LNA technology, an alternative chemistry having drug-like properties into Licensed Product directed to such Replacement Target, enter into a Third Party agreement to obtain a license to such alternative technology with respect to such Replacement Target, which license can be sublicensed to Servier, without further payment by Servier, under the terms of this Agreement. For clarity, it shall not be a breach of this Agreement if Miragen, after using Commercially Reasonable Efforts, fails to include the Replacement Target in the Santaris Agreement and fails to obtain a Third Party license to the alternative technology that covers the Replacement Target. (e) The Parties’ right to evaluate suitability of each of the microRNA-15/195 target family, the microRNA-208/199 target family and the Third Target as a Target and, if either of them is decided pursuant to Section 4.6(a) or 4.6(c) to not be suitable as a Target, to replace it with a Replacement Target pursuant to Section 4.6(d) shall expire at the end of the [*] period immediately following the Effective Date (or a longer period as may be agreed in writing by the Parties). For clarity, the Replacement Target(s) may not be replaced.