Conduct of the Research Program. In consultation with the JRC and in accordance with the objectives of the Research Program, each Party shall be primarily responsible for those tasks and obligations in connection with the Research Program that are assigned to it pursuant to this Section 4.3 and the Research Plan. Without limiting the foregoing, the Parties agree as follows:
Conduct of the Research Program. (a) 4DMT and uniQure shall each use Commercially Reasonable Efforts to conduct the Research Program in accordance with the Research Plan. In addition, uniQure shall use Commercially Reasonable Efforts to assess reasonably promptly whether each Designated Capsid Variant provided to uniQure in connection with assessing the Delivery Success Criteria can be manufactured in insect cells.
(b) Either Party shall have the right to utilize the services of any Third Party to perform its obligations under the Research Plan to the extent that such Third Party is specifically approved in the Research Plan or otherwise approved by the JRSC, provided that any permitted Third Party must have entered into a written agreement with such Party that includes terms and conditions (i) protecting and limiting use and disclosure of Confidential Information at least to the same extent as under ARTICLE VIII, and (ii) requiring the Third Party and its personnel to assign to such Party all right, title and interest in and to any intellectual property (and intellectual property rights) created or conceived in connection with performance of subcontracted activities. Each Party shall remain at all times fully liable for its responsibilities under this Agreement.
(c) 4DMT and uniQure shall conduct the Research Program in accordance with all applicable Laws, including, if and as applicable, Good Laboratory Practices. Each Party hereby certifies that it will not employ or otherwise use in any capacity in performing any activity hereunder the services of any person or entity known to it to be debarred under 21 USC §335a.
(d) If the JRSC determines that it is desirable to transfer the AAV Capsid Variant Libraries into baculovirus, then prior to such transfer, the Parties will negotiate in good faith an amendment to this Agreement specifying the allocation of ownership of Materials, Know-How, and Patent Rights. Except as otherwise agreed by the Parties in writing, in no event shall 4DMT transfer the 4DMT AAV Capsid Variant Libraries to uniQure, and in no event shall uniQure transfer its baculovirus insect cell manufacturing Know-How to 4DMT.
Conduct of the Research Program. Zymeworks hereby grants to Lilly a license, including the right to sublicense to Affiliates of Lilly and Third Parties undertaking activities hereunder on Lilly’s behalf, under the Zymeworks Intellectual Property (including Zymeworks’ interest in Joint Inventions) solely for Lilly to perform those activities assigned to Lilly under the Research Program.
Conduct of the Research Program. RiboGene and Dainippon will conduct the Research Program under the direction of the Research Committee.
Conduct of the Research Program. During the Research Term, Alexion (itself or with or through its Affiliates) shall conduct at its expense research activities, including performing human clinical trials (but subject to the limitations herein), relating to the incorporation of Xencor Fc Domains into Target Compounds (the “Research Program”); provided, however, that Alexion (and its Affiliates) shall not have the right to advance any Product beyond completion of one initial multi-dose human clinical trial without exercising a Commercial License with respect to such Product. Alexion acknowledges that Xencor is not granting to Alexion any licenses under the Xencor Technology to conduct research activities other than those set forth herein. The Research Program shall be conducted by or on behalf of Alexion and its Affiliates and Sublicensees in a good, scientific manner in compliance with all applicable laws and regulations and in accordance with the terms and conditions set forth in this Agreement. Inventorship of inventions shall be determined in accordance with U.S. patent laws. Alexion may perform any portion of the Research Program through one or more subcontractors; provided, however that Alexion shall remain responsible for the performance by its subcontractors and the compliance of its subcontractors with the provisions of this Agreement in connection with such performance.
Conduct of the Research Program. (a) Subject to the terms and conditions set forth herein, the Parties agree to conduct research in accordance with the Research Program, which shall be funded as set forth in Section 5.2. Genethon and Audentes shall collaborate and conduct the Research Program in accordance with the Development Plan within the time schedules contemplated therein and shall keep each other informed as to the progress and results of the Research Program hereunder.
(b) Given the experimental nature of the activities to be conducted under the Research Program, it is expected that the Parties shall conduct the activities for which they are responsible in conformance with that level of care and skill ordinarily exercised by other professionals in similar circumstances and in compliance with applicable laws and regulations but it is acknowledged that neither Party represents and warrants that the activities for which they are responsible will be successful. The Parties shall use commercially reasonable efforts to achieve the objectives set out in the timelines attached to the Development Plan, but neither Party represents or warrants that it will successfully achieve these objectives. Each Party shall notify the other promptly in the event it becomes aware of any fact or circumstance which is likely to delay the performance of the Development Plan activities.
Conduct of the Research Program. ViroPharma and AHPC shall each use its respective Commercially Reasonable Efforts to perform its obligations under the Research Program in accordance with the Global Research and Development Plan and the then current Annual Development Plan and Budget and each Party shall perform such obligations in accordance with applicable GLPs and GCPs. All activities to be undertaken in the performance of the Research Program shall be carried out by employees of the Parties and/or their respective Affiliates, provided, however, that if either Party is able to reasonably demonstrate, and the JSC agrees, that it would be in the best interests of both Parties to contract with one (1) or more Third Parties to perform certain tasks under the Research Program, the Party responsible for such task may enter into a contract with a Third Party to perform such task, which contract shall be subject to the prior written approval of the JSC. In determining whether to utilize the services of any Third Party in conducting activities under the Research Program, the Parties shall consider, inter alia, what would be the most efficient and cost-effective means for accomplishing the proposed activity, any relevant intellectual property issues that may impede a Third Party's ability to perform the proposed activity or that may warrant limiting the performance of the proposed activity to one of the Parties, and other relevant factors. The responsibility for performing clinical studies of each Product will be assigned to AHPC and/or Third Party contractors selected by the JSC in accordance with this Section 4.5. Notwithstanding the foregoing, ViroPharma shall be given the opportunity to perform three (3) clinical studies in the Development of Products in the Copromotion Territory under this Agreement, which clinical studies shall consist of one (1) Phase I Clinical Study, one (1) Phase II Clinical Study and one (1) Phase III Clinical Study ******************. Within thirty (30) days of the JSC's deciding that a clinical study on a Product is warranted, *****************. If the JSC agrees, in writing, such agreement not to be unreasonably withheld, ***********************, the Annual Development Plan and Budget for the calendar year in which such clinical study is to take place shall assign responsibility for such clinical study to ViroPharma, or be amended to reflect such assignment of responsibility. ****************************** Notwithstanding the foregoing, the JSC may assign to ViroPh...
Conduct of the Research Program. Subject to the terms and conditions set forth herein, the Parties shall conduct research under the Research Program, which shall be funded as set forth in Section 5.3. During the Research Term, Fate and Juno shall collaborate and conduct the Research Program in accordance with the Research Plan, and the budget included therein, within the time schedules contemplated therein and keep the other Party informed as to the progress and Results of the Research Program hereunder. Fate and Juno shall each perform their respective obligations under the Research Plan. For clarification, Fate shall not be obligated to perform research under the Research Program that is not within the then-current budget included in the Research Plan, which budget shall not exceed amounts payable to Fate under Section 5.3, unless all costs of such research are to be paid for solely by Juno.
Conduct of the Research Program. DS hereby grants Zymeworks a license to make, use and otherwise exploit subject matter within the Know-How and Patents Controlled by DS or its Affiliates solely for Zymeworks to perform those activities assigned to it under the Research Program or otherwise cooperate with DS hereunder. The license granted under this Section 2.2.1 shall include the right to sublicense to subcontractors to the extent reasonably necessary to conduct the Research Program; provided that Zymeworks shall be and remain responsible to Zymeworks for the compliance of each such subcontractor with the applicable terms and conditions hereunder.
Conduct of the Research Program. The conduct of the Research Program shall be the primary responsibility of Osiris with participation by Novartis and its Affiliates. The Research Program shall be conducted in compliance, where required, with Good Laboratory Practice, and in all material respects with applicable legal requirements, to attempt to achieve efficiently and expeditiously its objectives described in the work plan set forth in Schedule C hereto. Osiris and Novartis shall proceed diligently with the work set out in the Research Program by using their respective good faith efforts considering, in the case of Osiris, the funding received from Novartis.
