Common use of Conduct of Program-Related Activities Clause in Contracts

Conduct of Program-Related Activities. (i) Each Party covenants that with respect to all intellectual property that it licenses to the other Party under this Agreement that is, may be or becomes subject to the Xxxx-Xxxx Act, such licensing Party shall, and shall cause its Affiliates and the relevant research partners to, continue to comply with the applicable provisions of the Xxxx-Xxxx Act, in a manner that protects and preserves such licensing Party’s right, title and interest in the subject intellectual property to the maximum extent permitted by Applicable Law. (ii) Each Party shall, and shall cause its Affiliates and its and their respective contractors, licensees and consultants to, conduct all Pre-Program Activities and Development of the Galapagos Molecules, Galapagos Products and all other activities undertaken pursuant to this Agreement in accordance with Applicable Law. Without limitation of the foregoing sentence, each Party shall, and shall cause its Affiliates and its and their respective licensees, to employ Persons with appropriate education, knowledge and experience to conduct and to oversee the conduct of Nonclinical Studies and Clinical Trials with respect to the Galapagos Molecules or Galapagos Products. (iii) With respect to all Pre-Program Activities, each Galapagos Program until the end of the Galapagos Program Period for such Galapagos Program and each Optioned Program until the end of the Term for such Optioned Program, neither Galapagos nor its Affiliates shall enter into any agreement with any Third Party, whether written or oral, with respect to, or otherwise assign, transfer, license, convey, dispose of or encumber (other than as required by the terms of the Existing Galapagos Third Party Agreements) its right, title or interest in or to, the Galapagos IP relating to such Pre-Program Activities, Galapagos Program or Optioned Program, as applicable, that creates a conflict with the rights granted by (or purported to be granted by) Galapagos to Gilead under this Agreement or that prevents Galapagos from performing its obligations under this Agreement or that prevents Gilead from exercising its rights hereunder. (iv) Except in a manner that would not create a material conflict with the rights granted or purported to be granted by Galapagos to Gilead under this Agreement or as expressly permitted under this Agreement, with respect to (A) all Pre-Program Activities, (B) each Galapagos Program until the end of the Galapagos Program Period for such Galapagos Program, and (C) each Optioned Program until the end of the Term for such Optioned Program, neither Galapagos nor its Affiliates shall, sell, out-license or otherwise dispose of any material assets or other material rights relating to any portion of such Pre-Program Activities, such Galapagos Program or such Optioned Program, as applicable (other than non-exclusive, non-commercial licenses granted in the ordinary course, including through clinical trial agreements, research agreements with academic institutions and non-profit organizations, service agreements, material transfer agreements and other similar agreements); grant any security interest or otherwise encumber any of the foregoing (including Galapagos IP and all other intellectual property relating to such Galapagos Program or Optioned Program, as applicable) relating to any portion of such Pre-Program Activities, such Galapagos Program or such Optioned Program, as applicable, other than pursuant to the Security Agreement referenced in Section 16.5(f).

Conduct of Program-Related Activities. (i) Each Party covenants that with respect to all intellectual property that it licenses to the other Party under this Agreement that is, may be or becomes subject to the Xxxx-Xxxx Act, such licensing Party shall, and shall cause its Affiliates and the relevant research partners to, continue to comply with the applicable provisions of the Xxxx-Xxxx Act, in a manner that protects and preserves such licensing Party’s right, title and interest in the subject intellectual property to the maximum extent permitted by Applicable Law. (ii) Each Party shall, and shall cause its Affiliates and its and their respective contractors, licensees and consultants to, conduct (as applicable) all Pre-Program Activities and Research and Development of the Galapagos Assembly Molecules, Galapagos Assembly Products, Optioned Molecules, Optioned Products, Non-Optioned Gilead Molecules, Non-Optioned Gilead Products and all other activities undertaken pursuant to this Agreement in accordance with Applicable Law. Without limitation of the foregoing sentence, each Party shall, and shall cause its Affiliates and its and their respective licensees, to employ Persons with appropriate educationknowledge, knowledge expertise and experience to conduct and to oversee the conduct of Nonclinical Studies and Clinical Trials with respect to the Galapagos Assembly Molecules, Assembly Products, Optioned Molecules, Optioned Products, Non-Optioned Gilead Molecules or Galapagos and Non-Optioned Gilead Products. (iii) With respect to all Pre-Program Activities, each Galapagos Assembly Program until the end of the Galapagos Assembly Program Period for such Galapagos Program and Assembly Program, each Optioned Program until the end of the Term for such Optioned Program and each Non-Optioned Gilead Program until the end of the Term for such Non-Optioned Gilead Program, neither Galapagos Assembly nor its Affiliates shall enter into any agreement with any Third Party, whether written or oral, with respect to, or otherwise assign, transfer, license, convey, dispose of or encumber (other than as required by the terms of the Existing Galapagos Third Party Agreements) its right, title or interest in or to, the Galapagos Assembly Licensed IP or Gilead Licensed IP in each case relating to such Pre-Program Activities, Galapagos Assembly Program, Optioned Program or Non-Optioned Gilead Program, as applicable, that creates a conflict with the rights granted by (or purported to be granted by) Galapagos Assembly to Gilead under this Agreement or that prevents Galapagos Assembly from performing its obligations under this Agreement or that prevents Gilead from exercising its rights hereunder. Without limiting the foregoing, if Assembly desires to enter into an agreement with a Third Party to collaborate on Pre-Program Activities or an Assembly Program, Assembly shall provide Gilead with the proposed agreement for review and comment, which comments Assembly shall consider in good faith; notwithstanding the foregoing, Assembly may redact the financial terms of such agreement, provided that Assembly agrees to be solely responsible for such financials. In all events, any such collaboration agreement shall acknowledge that Gilead has exclusive option rights under this Agreement and shall allow Gilead to step-in for Assembly with respect to such rights and obligations of Assembly following Gilead’s exercise of the applicable Option. (iv) Except in a manner that would not create a material conflict with the rights granted or purported to be granted by Galapagos Assembly to Gilead under this Agreement or as expressly permitted under this Agreement, with respect to (A) all Pre-Program Activities, (B) each Galapagos Assembly Program until the end of the Galapagos Assembly Program Period for such Galapagos Assembly Program, and (C) each Optioned Program until the end of the Term for such Optioned Program and (D) each Non-Optioned Gilead Program until the end of the Term for such Non-Optioned Gilead Program, neither Galapagos Assembly nor its Affiliates shall, sell, out-license or otherwise dispose of any material assets or other material rights relating to any portion of such Pre-Program Activities, such Galapagos Assembly Program, such Optioned Program or such Non-Optioned Gilead Program, as applicable (other than non-exclusive, non-commercial licenses granted in the ordinary course, including through clinical trial agreements, research agreements with academic institutions and non-profit organizations, service agreements, material transfer agreements and other similar agreementsagreements relating to such Pre-Program Activities or such Assembly Program); grant any security interest or otherwise encumber any of the foregoing such material assets or other material rights (including Galapagos Assembly Licensed IP, Gilead Licensed IP and all other intellectual property relating to such Galapagos Assembly Program, Optioned Program or Non-Optioned Gilead Program, as applicable) relating to any portion of such Pre-Program Activities, such Galapagos Program or Assembly Program, such Optioned Program, or such Non-Optioned Gilead Program as applicable, other than pursuant to the Security Agreement referenced in Section 16.5(f).

Conduct of Program-Related Activities. (i) Each Party covenants that with respect to all intellectual property that it licenses to the other Party under this Agreement that is, may be or becomes subject to the XxxxBxxx-Xxxx Act, such licensing Party shall, and shall cause its Affiliates and the relevant research partners to, continue to comply with the applicable provisions of the XxxxBxxx-Xxxx Act, in a manner that protects and preserves such licensing Party’s right, title and interest in the subject intellectual property to the maximum extent permitted by Applicable Law. (ii) Each Party shall, and shall cause its Affiliates and its and their respective contractors, licensees and consultants to, conduct all Pre-Program Activities and Development of the Galapagos Arcus Molecules, Galapagos Arcus Products, Optioned Molecules, Optioned Products and all other activities undertaken pursuant to this Agreement in accordance with Applicable Law. Without limitation of the foregoing sentence, each Party shall, and shall cause its Affiliates and its and their respective licensees, to employ Persons with appropriate educationknowledge, knowledge expertise and experience to conduct and to oversee the conduct of Nonclinical Studies and Clinical Trials with respect to the Galapagos Arcus Molecules or Galapagos Arcus Products and the Optioned Molecules and Optioned Products. (iii) With respect to all Pre-Program Activities, each Galapagos Arcus Program until the end of the Galapagos Arcus Program Period for such Galapagos Arcus Program and each Optioned Program until the end of the Term for such Optioned Program, neither Galapagos Arcus nor its Affiliates shall enter into any agreement with any Third Party, whether written or oral, with respect to, or otherwise assign, transfer, license, convey, dispose of or encumber (other than as required by the terms of the Existing Galapagos Arcus Third Party Agreements) its right, title or interest in or to, the Galapagos Arcus IP relating to such Pre-Program Activities, Galapagos Arcus Program or Optioned Program, as applicable, that creates a conflict with the rights granted by (or purported to be granted by) Galapagos Arcus to Gilead under this Agreement or that prevents Galapagos Arcus from performing its obligations under this Agreement or that prevents Gilead from exercising its rights hereunder. (iv) Except in a manner that would not create a material conflict with the rights granted or purported to be granted by Galapagos Arcus to Gilead under this Agreement or as expressly permitted under this Agreement, with respect to (A) all Pre-Program Activities, (B) each Galapagos Arcus Program until the end of the Galapagos Arcus Program Period for such Galapagos Arcus Program, and (C) each Optioned Program (including the PD-1 Program) until the end of the Term for such Optioned Program, neither Galapagos Arcus nor its Affiliates shall, sell, out-license or otherwise dispose of any material assets or other material rights relating to any portion of such Pre-Program Activities, such Galapagos Arcus Program or such Optioned Program, as applicable (other than non-exclusive, non-commercial licenses granted in the ordinary course, including through clinical trial agreements, research agreements with academic institutions and non-profit organizations, service agreements, material transfer agreements and other similar agreements); grant any security interest or otherwise encumber any of the foregoing such material assets or other material rights (including Galapagos Arcus IP and all other intellectual property relating to such Galapagos Arcus Program or Optioned Program, as applicable) relating to any portion of such Pre-Program Activities, such Galapagos Arcus Program or such Optioned Program, as applicable, other than pursuant to the Security Agreement referenced in Section 16.5(f).