CRO Agreements Sample Clauses

CRO Agreements. The Sponsoring Party will be responsible for drafting, negotiating and entering into agreements and any amendments thereto with any CROs used for the conduct of the Combined Therapy Study (each being a “CRO Agreement”); provided that the CRO Agreements for the CGEN Phase 1 Study shall include the Prior CRO Agreements as disclosed to BMS as set forth in Section 10.12. Except as the Parties otherwise agree in writing through the JDC, each CRO Agreement (i) shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit the Sponsoring Party’s ability to fully perform all of its obligations under this Agreement or the Other Party’s rights under this Agreement (including the Other Party’s rights with respect to the Study Data and Patents claiming Inventions from the work conducted by the CRO under the CRO Agreement), (ii) shall not adversely affect the Technology or Compound of the Other Party (i.e., the BMS Technology or BMS Compound, or as the case may be, the Compugen Technology or Compugen Compound) or impose a new obligation, whether direct, indirect or contingent, upon the Other Party, (iii) shall not limit the Other Party’s rights with respect to the use of Samples in accordance with the applicable JDC-approved ICFs and (iv) shall not confer a benefit upon the Sponsoring Party that is not also conferred upon the Other Party. For clarity, the Parties agree that under a CRO Agreement or Site Agreement the Sponsoring Party may have certain access to the Study Data that the Other Party does not have, and such disparity will not be considered a benefit conferred in violation of this Section 2.1(e) or 2.1(d), so long as the Sponsoring Party provides the Other Party with access to the Study Data as provided in this Agreement. The Sponsoring Party shall provide the Other Party (through the JDC) with a copy of each executed CRO Agreement and any amendments thereto. Notwithstanding the foregoing, BMS acknowledges that Compugen has entered into the CRO Agreements for the CGEN Phase 1 Study prior to the Effective Date (the “Prior CRO Agreements”), which Prior CRO Agreements will be deemed compliant with this Section 2.1(e). For clarity, any amendments to the Prior CRO Agreements entered into on or after the Effective Date shall be consistent with clauses (i)-(iv) of this Section 2.1(e).

CRO Agreements. Upon Chiesi’s request, Protalix shall reasonably facilitate Chiesi being added as a party to Protalix’s agreements with Third Parties that are contract research organizations performing Development services in respect of the Licensed Product in the Field (on terms agreeable to such Third Parties), for the primary purpose of enabling Chiesi to make direct payments of the costs of those Development services to such Third Parties (as opposed to Protalix making such payments and Chiesi reimbursing Protalix for Chiesi’s share of such costs pursuant to Section 5.3); provided, however, that any such direct payments by Chiesi to such Third Parties shall be subject to (and shall count towards) (i) Chiesi’s obligation to reimburse Protalix for Development Costs under Section 5.3(b) of this Agreement and Section 5.3(a) of the Ex-US Agreement, and (ii) the Development Costs Cap and Annual Cap as set forth in Sections 5.3(c) and 5.3(d) of this Agreement and Sections 5.3(b) and 5.3(c) of the Ex-US Agreement, in each case, in a manner that does not disadvantage either Party (i.e., with the intent of the Parties being that Chiesi’s and Protalix’s respective share of the Development Costs be economically the same whether Chiesi is paying such Third Parties directly or Protalix is paying such amounts to such Third Parties and being reimbursed by Chiesi in respect thereof pursuant to and in accordance with Section 5.3 of this Agreement and Section 5.3 of the Ex-US Agreement).