Common use of Target Redesignation Procedures Clause in Contracts

Target Redesignation Procedures. In each year that a Co-Exclusive Target Slot converts to an Exclusive Target Slot pursuant to section 6.4(b), Isis will provide Alnylam with written notice designating which Isis Co-Exclusive Target (the "Proposed Redesignated Target") it wishes to become an Isis Exclusive Target occupying the new Exclusive Target Slot. Alnylam will have [**] after the receipt of such notice either to confirm that the Proposed Redesignated Target has become an Isis Exclusive Target or to disallow such redesignation. Alnylam may only disallow such redesignation if, at the time of Alnylam's receipt of Isis' notice regarding the Proposed Redesignated Target, Alnylam has an Active Program with respect to such Proposed Redesignated Target or has entered into a contractual obligation with a Third Party that prevents Alnylam from granting Isis an exclusive license with respect to such Proposed Redesignated Target. In the event that Alnylam disallows the redesignation of a Proposed Redesignated Target, Isis will use the same procedure to designate another Isis Co-Exclusive Target as a Proposed Redesignated Target, and Alnylam will follow the same procedure to confirm or disallow the redesignation of such Proposed Redesignated Target as an Isis Exclusive Target. In the event that Isis has proposed all of the then-existing Isis Co-Exclusive Targets as the Proposed Redesignated Target and Alnylam has disallowed each such proposal, then (i) if the calendar year is [**], Isis will have the right to purchase an additional [**] Target Slot in [**], or (ii) if the calendar year is [**] Isis' right to purchase a [**] Target Slot in pursuant to section 6.4(a) will become a right to purchase an Exclusive Target Slot in such year, or (iii) if the calendar year is [**] or later, Isis's right to purchase a [**] pursuant to section 6.4(a) will become a right to purchase a [**], provided, however, that in no event shall the number of Exclusive Target Slots held by Isis exceed [**].

Target Redesignation Procedures. In each year that a Co-Exclusive Target Slot converts to an Exclusive Target Slot pursuant to section 6.4(b), Isis will provide Alnylam with written notice designating which Isis Co-Exclusive Target (the "Proposed Redesignated Target") it wishes to become an Isis Exclusive Target occupying the new Exclusive Target Slot. Alnylam will have [**] after the receipt of such notice either to confirm that the Proposed Redesignated Target has become an Isis Exclusive Target or to disallow such redesignation. Alnylam may only disallow such redesignation if, at the time of Alnylam's receipt of Isis' notice regarding the Proposed Redesignated Target, Alnylam has an Active Program with respect to such Proposed Redesignated Target or has entered into a contractual obligation with a Third Party that prevents Alnylam from granting Isis an exclusive license with respect to such Proposed Redesignated Target. In the event that Alnylam disallows the redesignation of a Proposed Redesignated Target, Isis will use the same procedure to designate another Isis Co-Exclusive Target as a Proposed Redesignated Target, and Alnylam will follow the same procedure to confirm or disallow the redesignation of such Proposed Redesignated Target as an Isis Exclusive Target. In the event that Isis has proposed all of the then-existing Isis Co-Exclusive Targets as the Proposed Redesignated Target and Alnylam has disallowed each such proposal, then (i) if the calendar year is [**], Isis will have the right to purchase an additional [**] Target Slot in [**], or (ii) if the calendar year is [**] Isis' right to purchase a [**] Target Slot in pursuant to section 6.4(a) will become a right to purchase an Exclusive Target Slot in such year, or (iii) if the calendar year is [**] or later, Isis's right to purchase a [**] pursuant to section 6.4(a) will become a right to purchase a [**], provided, however, that in no event shall the number of Exclusive Target Slots held by Isis exceed [**].