DM1 Guide Research Plan. During the [[Unknown Identifier]] Guide Research Term, CRISPR will use Commercially Reasonable Efforts to conduct the Research activities set forth in the [[Unknown Identifier]] Guide Research Plan in accordance with the criteria and timeframes set forth therein. The [[Unknown Identifier]] Guide Research Plan will include, where applicable, # a description of the process and criteria to be used by CRISPR to perform the [[Unknown Identifier]] Guide Research, # projected timelines for activities under the [[Unknown Identifier]] Guide Research Plan, # a budget for activities under such [[Unknown Identifier]] Guide Research Plan, which budget shall not exceed the amounts specified in the budget criteria attached hereto as [Schedule D]-2 (the “[[Unknown Identifier]] Guide Research Plan Budget”), and # decision points and associated criteria for the [[Unknown Identifier]] Guide Research. The initial [[Unknown Identifier]] Guide Research Plan is attached hereto as [Schedule D]-1. The [[Unknown Identifier]] Guide Research Plan may only be amended by approval of a proposed amendment thereto by the JAC, acting by consensus. If the JAC cannot reach agreement on a proposed amendment of the [[Unknown Identifier]] Guide Research Plan within ​ days of the date that the JAC first considers such proposed amendment, such matter will be escalated to the Executive Officers for resolution. If the Executive Officers do not reach agreement on whether to approve such proposed amendment within ​ days of the escalation of such matter to the Executive Officers, such proposed amendment of the [[Unknown Identifier]] Guide Research Plan will not take effect.

Research. Subject to the terms and conditions of this Agreement, Xenon hereby grants to Neurocrine a non-exclusive, non-royalty bearing license with the right to grant sublicenses through multiple tiers as set forth in Section 2.3, under the Xenon Licensed IP to research Excluded Compounds in the Field in the Territory.

Research. During the Collaborative Period, [[Senomyx:Organization]] will collaborate with [[Firmenich:Organization]] in the Collaborative Program on an Exclusive basis in the Field.

The Parties may terminate this Agreement on a Target-by-Target basis upon their mutual written agreement. In such event, the Parties shall each execute a written termination agreement referencing this provision and identifying the Target(s) to be terminated (each, a “Mutual Termination Target” and such notice, a “Mutual Target Termination Agreement”). The Mutual Target Termination Agreement shall include the following, called out in separate sections or schedules: # a listing of any Collaboration Patent Rights directed to the Mutual Termination Target(s) that Cover the Exploitation of products targeting the Mutual Termination Target(s) using inhibition as their mode of action (such Patent Rights, the “Inhibitor Patents” and such field, the “Roche Field”); # a summary of Know-How made, conceived or reduced to practice by either Party in the conduct of the Research Program that Covers the Exploitation of products in the Roche Field; # a listing of any Collaboration Patent Rights directed to the Mutual Termination Target(s) that Cover the Exploitation of products targeting the Mutual Termination Target(s) in the field of targeted protein degradation (such Patent Rights, the “Degrader Patents” and such field, the “[[Unknown Identifier]] Field”); # a summary of all Know-How made, conceived or reduced to practice by either Party in the conduct of the Research Program that Covers the Exploitation of products in the [[Unknown Identifier]] Field (all such Collaboration Patent Rights in the Roche Field and [[Unknown Identifier]] Field, collectively, the “Terminated Target Collaboration Patents” and all such Know-How in the Roche Field and [[Unknown Identifier]] Field, collectively, the “Terminated Target Know-How”); and # a listing of any Collaboration Patent Rights directed to the Mutual Termination Target(s) that Cover the Exploitation of products targeting the Mutual Termination Target(s) using both inhibition and degradation as their mode of action (“Combined Patents”). A Mutual Termination Target shall not be subject to exchange pursuant to the provisions of [Section 4.1.3] hereof.

Reimbursement of Research Plan Costs. Astellas shall reimburse [[Cytokinetics:Organization]]’ Research Plan Costs as follows:

Amendment to [Exhibit A] (Research Plan). Subsection # (Targeted MS of Bluebird cell lines) under “Other Elements” is modified by increasing the number of cell lines for MS analysis by 10 for a total of 30 cell lines.

DM1 Guide Research Plan Cost Share. With respect to [[Unknown Identifier]] Guide Research activities conducted pursuant to the [[Unknown Identifier]] Guide Research Plan by CRISPR, Vertex will, subject to [Section 6.3.3], be responsible for ​ of such Research Costs incurred by CRISPR.

Research Funding. If the Parties mutually agree at a Joint Steering Committee meeting during the Research Period for the Jointly Controlled Project that BII shall provide additional funds for the ​ Study, then BII shall pay additional Research Funding to Epizyme in the amount of ​, which shall be payable within ​ after receipt of an Invoice from Epizyme.

Research Budget. Each Research Plan shall include a rolling, ​ year budget for Research Costs to be incurred by each Party and its Affiliates in conducting the activities described in the Research Plan that are scheduled to be commenced or conducted during the ​ (with respect to such Calendar Years, the “Research Budget”). The Research Budget shall be broken down by Calendar Quarter and, for each Calendar Quarter, shall be broken down by Research FTE Costs and Out-of-Pocket Expenses. The ​ of each Research Budget shall be ​, and the ​ shall serve as ​.

Research Cost. Janssen shall be responsible for one hundred percent (100%) of the costs and expenses incurred by Janssen in performing the Research Plans. Janssen shall reimburse Fate for Research Costs incurred by or on account of Fate in performing the Research Plans pursuant to [Section 10.2].