Common use of Target Selection Clause in Contracts

Target Selection. 3.1 Each Party shall comply with the target selection process set out in Schedule 1. 3.2 As soon as practicable after the Validation Criteria with respect to a Collaboration Target having been met or upon the designation of a Substitution Target as a Collaboration Target (provided that the Target Validation Plan for that Substitution Target was previously successfully completed pursuant to paragraph 4 of Schedule 1), EXS shall prepare and deliver to the Joint Steering Committee, for the Parties’ review and agreement through the Joint Steering Committee, a high-level Research plan (the “Preliminary Research Plan”) that includes: (a) a description of [***] for that Collaboration Target; (b) a description of [***] mutually agreed by the Parties for that Collaboration Target; (c) the [***] for the Research Program for that Collaboration Target, including the [***] for that Collaboration Target and [***] for each Development Candidate Data Package; (d) a description of Sanofi’s [***] responsibilities; (e) a non-exhaustive description of [***] with respect to such Research activities for that Collaboration Target (including, with respect to a Research Program involving [***]); and (f) the requirements (in addition to those set forth in Schedule 6) for the Development Candidate Data Packages that EXS will deliver to Sanofi in accordance with Clause 5.8; and (g) a description of any [***] activities to be undertaken with respect to the [***] (which description will be set forth in [***] to be attached the Preliminary Research Plan). 3.3 EXS shall [***] in good faith any [***] provided by Sanofi in writing to EXS’s Alliance Manager with respect to the proposed criteria and activities set out in a Preliminary Research Plan prior to delivering that Preliminary Research Plan to the Joint Steering Committee. 3.4 If (a) a Non-Small Molecule Target is advanced by Sanofi under paragraph 5.1 of Schedule 1 and [***]; or (b) Sanofi requests that EXS Research any Non-Small Molecule Target that is a Validated Sanofi-Originated Target, then, subject to paragraph 5.3 of Schedule 1, the Parties shall collaborate to achieve certain translational milestones pursuant to a research plan to be mutually agreed by the Parties, through the Joint Steering Committee, that will describe the precision medicine activities to be conducted by EXS concurrently with the research and development activities to be conducted by Sanofi and its Third Party collaborators for that Non-Small Molecule Target (an “NSM Research Plan” and such Non-Small Molecule Target that is the subject of such Research Plan, a “Collaboration NSM Target”). The template NSM Research Plan is attached as Schedule 12. 3.5 Promptly following the Effective Date, EXS shall provide Sanofi, with a written report that summarises EXS’s internal Research activities with respect to each of the Initial Pathways of Interest (if any). If, at any time during the Substitution Term, there is any change with respect to EXS’s internal Research activities with respect to each of the Initial Pathways of Interest, EXS shall provide Sanofi, via the Joint Steering Committee, with a written update summarising such changes at least [***] weeks in advance of each meeting of the Joint Steering Committee.