Performance of Research Program. Each Party shall be responsible for its costs and expenses in connection with the Research Program. Each Party shall proceed diligently and in good faith with the work set out in the Work Plan by using its reasonable efforts to allocate sufficient time, effort, equipment and facilities to the Research Program and to use personnel with sufficient skills and experience as are required to accomplish its activities under the Research Program in accordance with the terms of this Agreement and the Work Plan. *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. MSD shall be entitled to utilize the services (by sublicense through multiple tiers or otherwise) of its Affiliates and Third Parties to perform its Research Program activities. Company may utilize the services (by sublicense through multiple tiers or otherwise) of Third Parties to perform certain of its activities under the Work Plan as specifically set forth in the Work Plan or on Schedule 2.2 attached hereto, or upon MSD’s prior written consent (such approval processes, the “MSD Approval Process”); provided, that any such activities to be undertaken and the identity of any such Third Parties shall be set forth in reasonable detail. Notwithstanding the foregoing, each Party shall remain at all times fully liable for its respective responsibilities under the Research Program.
Performance of Research Program. 3.2.1 Under each Research Program, each Party shall use Commercially Reasonable Efforts to perform any part of the Research Program assigned to it, including making resources available as and when required and supplying any product, equipment or materials as and when required and specified under the Research Plan for such program. Each Party will provide all data and deliverables as required to be generated by it in accordance with the Research Program. The costs and expenses incurred in the conduct of the Research Programs shall be allocated between the Parties in accordance with Clause 8.1.
3.2.2 The Parties may enter into a supply agreement or quality agreement to supplement the terms of this Agreement, as necessary, with terms relating to manufacture and supply, quality and/or any other terms necessary or reasonably useful for the development of any Product. The Parties will negotiate any such supplemental agreement in good faith and on a timely basis to prevent any unreasonable delay to activities performed under the Research Program.
3.2.3 [***]
Performance of Research Program. 2.5.1 On a Target-by-Target basis, DICERNA will use diligent efforts to carry out each Research Program, complete all activities under each Research Work Plan and deliver the Candidate Products within the times agreed upon and set forth in the applicable Research Work Plan, with reasonable care and skill in accordance with all Applicable Laws and the provisions of this Agreement.
2.5.2 During each Research Program Term, DICERNA shall devote the efforts of suitably qualified and trained employees and research assistants capable of carrying out the activities set forth in the applicable Research Work Plan to a professional workmanlike standard and shall provide all necessary materials and facilities therefor.
2.5.3 DICERNA may not subcontract any of its Research Activities except with the prior written consent of ALEXION (such consent not to be unreasonably withheld, conditioned or delayed), and in compliance with the provisions of Section 10.2.5; provided that, ALEXION’s consent shall not be required with respect to any subcontractor listed on Schedule 2.5.3, which list shall be provided for approval by ALEXION within [***] days after the Effective Date.
Performance of Research Program. The Parties will use Commercially Reasonable Efforts to perform the Research Program as described in Annex 2 hereto. Each Party will perform its activities under the Research Program in accordance with all relevant applicable guidelines, laws and regulations. Unless otherwise agreed to in writing between the Parties, each Party shall assume all the costs related to its performance of its activities under the Research Program. Each Party will keep the other Party informed on the progress of its performance of the Research Program by conference calls and by written reports at a frequency that will be determined between the Parties or upon reasonable request from the other Party.
Performance of Research Program. Cubist shall use commercially reasonable efforts to perform the research and development tasks as described in the Research Plan attached hereto as Exhibit A. Cubist agrees to utilize its proprietary VITA(TM) technology in the Research Program as determined by the Joint Research Steering Committee. The Research Program shall be conducted by Cubist in good scientific manner, and in compliance with all applicable good laboratory practices and applicable legal requirements.
Performance of Research Program. [*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed with the Commission.
(a) Conduct of Research TBC shall conduct the Research Program in good scientific manner, and in compliance, in all material respects, with all material requirements of applicable laws, rules and regulations and all applicable Good Laboratory Practices to attempt to achieve its objectives efficiently and expeditiously. TBC shall proceed diligently with the work contemplated under this Agreement, including, without limitation, as set forth in the Research Plan, by using good faith efforts to provide, among others, the following resources:
(i) [*]; and
(ii) [*].
