Common use of Replacement Targets Clause in Contracts

Replacement Targets. (a) Subject to the procedure and limitations set forth in this Section 2.3, Miragen may replace each Miragen Target (and its Target [*]) at any time prior to: (i) in the case of an Existing Target [*] 1-3, the [*] anniversary of the Restatement Date and (ii) in the case of Existing Target Family 4 and each New Target [*], the [*] anniversary of the date such Target [*] was designated as the Existing Target [*] 4 pursuant to Section 2.1(a) or as a New Target [*] pursuant to Section 3.1, as applicable. (b) If Miragen desires to replace any Miragen Target, it shall notify Santaris and identify such Miragen Target (and its Target [*]) and provide the information described in Section 2.4(a) for the proposed replacement Target. The proposed replacement Target (and its Target [*]) [*]. If such proposed Target (and each member of its Target [*]) passes such gate-keeping procedure, then subject to compliance with subsection (d) below, it shall be designated as an Existing or New Target and its Target [*] shall be designated as an Existing or New Target [*], as the case may be, and this Agreement shall terminate with respect to the Target (and its Target [*] = 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. [*]) that has been replaced and the terms of Section 8.5(b) shall apply. If such proposed Target fails such gate-keeping procedure, then it shall not be designated as an Existing or New Target, as the case may be, and Miragen may propose alternative Target to replace such Miragen Target, subject to the same gate-keeping procedure until a proposed Target passes the gate-keeping procedure and is designated as an Existing or New Target; provided that each alternative proposal that is submitted after the applicable time period set forth in Section 2.3(a) shall be submitted within [*] days after the immediately prior proposal fails the gate-keeping procedure. (c) Miragen may replace each Miragen Target only [*], except that it may replace New Target [*] 1 [*]. (d) Within [*] days after a proposed replacement Target passes the gate-keeping procedure, Miragen shall pay Santaris the amounts required under Section 4.3.