Performance Targets. Subject to [Section 12.18], the performance targets applicable to a Performance Award may include such goals related to the performance of the Company or, where relevant, any one or more of its Subsidiaries or divisions and/or the performance of a Participant as may be established by the Committee in its discretion. In the case of Performance Awards to “covered employees” (as defined in Section 162(m) of the Code), the targets will be limited to specified levels of one or more of the Performance Goals. The performance targets established by the Committee may vary for different Award Periods and need not be the same for each Participant receiving a Performance Award in an Award Period.

Performance Targets. The Committee shall establish objective performance targets based on specified levels of one or more of the Performance Goals. Such performance targets shall be established by the Committee on a timely basis to ensure that the targets are considered “preestablished” for purposes of Section 162(m) of the Code.

. Until the expiration of ​ (the “Replacement Period”), Lilly shall have the right to replace ​ with a replacement Target (each, a “Replacement Target”); provided that Unavailable Targets shall not be eligible to be selected by Lilly as Replacement Targets. Lilly may exercise such right ​ by providing written notice to [[Merus:Organization]], through the JSC, of the identity of the Replacement Target as well as the Lilly Target to be replaced (such target, the “Replaced Target”). ​ For clarity, # Lilly may at its discretion and subject to the process set forth in this [Section 3.3], ​, subject to the ​ limit in the aggregate across all Research Programs, # all rights in Replaced Targets shall revert to [[Merus:Organization]], and the licenses to Lilly with respect to Collaboration Compounds arising from such Research Program shall not include any rights with respect to such Replaced Targets, and # a Replacement Target that replaces an Initial Target or Additional Target may itself be eligible to be replaced by a Replacement Target at any time during the Replacement Period, provided that ​.

. Promptly following the Effective Date, by and through the Gatekeeper process described in [Section 3.5] below, the Parties shall identify up to ​ as Targets to be reserved under this Agreement (the “Reserved Targets”). Lilly may maintain a maximum of ​. During ​, unless otherwise agreed by Lilly in writing, [[Merus:Organization]] may not, directly or indirectly, either alone or with or through one (1) or more Third Parties # engage in ​ subject to any rights granted under any Existing Third Party Agreement that have been notified to Lilly in accordance with Section 6.2, ​; or # collaborate or enter into any arrangement with, or work for the benefit of, any Third Party in connection with ​ any Reserved Target in combination with [[Unknown Identifier]] (alone or with another Target, i.e., a multispecific) or subject to any rights granted under any Existing Third Party Agreement ​. Upon the earlier of the expiration of ​, any Reserved Target that has not been selected by Lilly ​ Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed.

Terminated Targets. In the event this Agreement is terminated with respect to a particular Research Program, then the Lilly Target and Lilly Target Pair that is the subject of each such Research Program shall be “Terminated Target(s)”, and each Product and any Compound contained in such Product that was directed against such Terminated Target(s) shall be designated a “Terminated Product” or “Terminated Compound” (as the case may be). If this Agreement is terminated in its entirety, all Lilly Targets and Lilly Target Pairs shall be Terminated Targets and all Products shall be Terminated Products and all Compounds shall be Terminated Compounds. Upon designation of a Target as a Terminated Target: # the Target shall cease to be a Lilly Target and the Parties shall conclude the Research Program with respect to such Terminated Target (if not already concluded) in an orderly manner (as determined by the JSC and at the cost of Lilly); # Lilly’s obligations to pay Milestone Payments or Royalties on Products in respect of that Terminated Target shall cease (except to the extent payable prior to the date thereto); # Lilly shall cease all its activities under this Agreement in relation to all Terminated Compounds and Terminated Products, and # all licenses granted by [[Merus:Organization]] to Lilly under this Agreement shall terminate. In addition, if this ​ Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed.

Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the Performance Target level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as a value determined relative to an index, budget or other standard selected by the Committee.

Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as a value determined relative to an index, budget or other standard selected by the Committee.

Validation Targets. Promptly following execution of this Amendment #1, and continuing through the ​ anniversary of the Effective Date of the Agreement, Janssen may, at its own discretion, propose to Arrowhead targets for work under this Amendment #1. Arrowhead will accept or reject such proposed targets in a process analogous to the process for Target acceptance in [Section 4.1.2] of the Agreement, except that Arrowhead shall have an additional right to reject a proposed target for work hereunder if Arrowhead has conducted rodent studies in an active research program against the proposed target. Such a proposed target that is accepted by Arrowhead will be a “Validation Target” for the purposes of this Amendment 1. Janssen may propose targets until up to ​ Validation Targets are identified. For clarity, the terms proposed herein relative to Validation Targets do not amend Janssen’s right to timely select any target that is not a Validation Target as a Target in accordance with Article 4 of the Agreement.

Performance Targets. The Committee shall establish with respect to each Performance Unit Award maximum and minimum performance targets to be achieved during the applicable performance period. The achievement of the maximum targets shall entitle a grantee to payment with respect to the full value of a Performance Unit Award. The achievement of less than the maximum targets, but in excess of the minimum targets, shall entitle a grantee to payment with respect to a portion of a Performance Unit Award according to the level of achievement of the applicable targets as specified by the Committee.

Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the Performance Target level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as a value determined relative to an index, budget or other standard selected by the Committee.