Conduct of the Collaboration. Subject to the terms and conditions of this Agreement, each Party shall use Commercially Reasonable and Diligent Efforts to conduct Research in accordance with the Research Plan and Budget, Preclinical Development in accordance with the Preclinical Plan and Budget, and the Approved Clinical Studies in accordance with the Clinical Development Plan and Budget, in each case under the supervision of the JSC. Each Party agrees to keep the JSC informed as to the progress of its activities under the Plans and Budgets.
Conduct of the Collaboration. The Parties shall cooperate to commercialize the Licensed Product in the Licensee Indications in the Territory in accordance with the terms and conditions of this Agreement.
Conduct of the Collaboration. The Parties shall cooperate to conduct Medical Affairs Activities with respect to the Product in the Field in the United States, and Commercialize the Product in the Field in the United States, in each case in accordance with the terms and conditions of this Agreement (the “US Collaboration”).
Conduct of the Collaboration. The Parties will collaborate to Manufacture, Develop, seek Regulatory Approvals for, and Commercialize the Product in the Field in their respective Licensed Territories, in each case in accordance with the terms and conditions of this Agreement (the “Collaboration”). The JCC may change the allocation of Licensed Territories at a later time based upon the Parties’ relative experience, capability and readiness to Develop, seek Regulatory Approval and/or Commercialize Product in the applicable territory; however, any such change shall require the mutual agreement of the Parties.
Conduct of the Collaboration. 3.1 The Parties will conduct the research described in the Research Plan (attached as Exhibit A) and as described below. The JDC may amend the Research Plan at any time, but may not (i) impose on a Party an obligation that is inconsistent with this Agreement, without that Party’s consent, or (ii) amend the Research Plan in such a way that is inconsistent with Commercially Reasonable Efforts without the unanimous consent of all JDC representatives. The JDC may not amend this Agreement. Where there is a conflict between the Research Plan and this Agreement, the provisions of this Agreement will prevail.
3.2 The Parties will conduct all activities pursuant to this Agreement in compliance with all applicable good laboratory practices, good manufacturing practices, and all laws.
3.3 Pieris will at its own expense
a) Supply Allergan for evaluation purposes within the Allergan Field with i) [***]; and ii) [***] (provided that Pieris is not prohibited from supplying [***] under any agreement concluded with any third party); and
b) Disclose to Allergan [***].
3.4 Pieris will modify [***] supplied pursuant to Section 3.3 [***] as specified in the Research Plan or as otherwise agreed to by the JDC, in return for which Allergan will pay all costs and expenses of Pieris for performing such research at an FTE rate of US Dollars [***] $[***]) per year and to reimburse to Pieris all third party costs incurred by Pieris in connection with any such research. Notwithstanding anything to the contrary in this Agreement (such as the provisions of Section 10.3), Allergan will have the exclusive right to make, have made, use, sell, offer for sale, and import such [***] within the Allergan Field, and Pieris [***]. Before Pieris conducts any work pursuant to this section the JDC must approve it and the payment for it. Pieris will not be obliged to provide more than [***] FTEs per [***] under this Section 3.4.
3.5 On Allergan’s request, Pieris will use commercially reasonable efforts to provide to Allergan any Compounds that the JDC designates as Lead Compounds or Development Compounds, in the quantities and having the characteristics specified in the Research Plan, or in the quantities and having the characteristics as otherwise agreed to by the JDC, up to a maximum of [***] per Compound. Allergan will pay Pieris COGS [***] for all Compounds delivered to Allergan that Pieris has manufactured at its facilities.
3.6 Pieris may meet its obligations under the previous section (Section ...
Conduct of the Collaboration. The Parties shall cooperate to develop and commercialize Dmab in the Territory, in accordance with the terms and conditions of this Agreement.
Conduct of the Collaboration. The Parties shall cooperate to permit Amgen to solely conduct Medical Affairs Activities with respect to the Product in the Field in the United States, and to solely Commercialize the Product in the Field in the United States, in each case in accordance with the terms and conditions of this Agreement (the “US Collaboration”) and subject to Section 2.9 of this Agreement and the TSA.
Conduct of the Collaboration. Subject to the terms and conditions of this Agreement, each party shall be responsible for managing and controlling its respective research obligations under the Research Plan. Each party shall proceed diligently and in a timely manner with the work set out in the Research Plan by using their respective good faith efforts to allocate sufficient time, effort, equipment and facilities to the Collaboration and to use personnel with sufficient skills and experience as are required to accomplish the Collaboration in accordance with the terms of this Agreement and Research Plan. In no event shall Metabasis be obligated to devote to the Collaboration more than the number of FTEs being funded by Merck under this Agreement. Each party shall be entitled to utilize the services of Affiliates to perform its Collaboration responsibilities. Each party shall be entitled to utilize the services of Third Parties to perform its Collaboration responsibilities only upon the prior written consent of the JRC (not to be unreasonably withheld). Notwithstanding any such use of Affiliates or Third Parties, each party shall remain at all times responsible for the performance of its respective responsibilities under the Collaboration and shall obtain the written agreement of each such Third Party, prior to the time such Third Party initiates work, to comply with confidentiality and non use obligations equivalent to those set forth in Article 9 and to assign ownership of Inventions made in the course of Collaboration activities to such party.
Conduct of the Collaboration. Subject to the terms and conditions set forth herein, ARRAY and ONO will undertake research directed to (i) research and development of small molecule inhibitors of [*] which, if possible, will also inhibit [*], for the treatment of [*], and (ii) research and development of small molecule inhibitors of [*] or, preferably, both for the treatment of [*]. The Collaboration shall be funded as set forth in Article 5 below. During the Collaboration Term for each Collaboration Target, ARRAY and ONO shall collaborate and use their commercially reasonable efforts to conduct the Collaboration for each Collaboration Target in accordance with the Research Plan within the time schedules contemplated therein and to keep the other Party informed as to the progress and results of the Collaboration hereunder. Once per quarter during the Collaboration Term, ONO will have the right to send, to observe the progress of the Collaboration in accordance with the Research Plan, one (1) ONO scientist to ARRAY’s facilities, with such visit to last up to two (2) weeks in duration.
Conduct of the Collaboration. 11 3.1 Objectives.....................................................................................11
