Performance of the Research. 2.1. In consideration of the sums to be paid by the Company to Yeda pursuant to clause 3 below and, subject to the execution of such payments, Yeda undertakes, subject to clause 2.2 below, to procure the performance of the Research at the Institute under the supervision of the Scientist during the 3 (three) year period commencing on April 9, 2003 ("THE RESEARCH PERIOD"). By written agreement of the parties, the Research Period may be extended by such period and upon such terms and conditions as the parties shall so agree. 2.2. If the Scientist shall cease to be available for the supervision of the performance of the Research, such cessation shall not constitute a breach of this Agreement by Yeda. In the event that the Scientist shall cease to be available as aforesaid, Yeda shall use its reasonable efforts to find from amongst the scientists of the Institute a replacement scientist acceptable to the Company (such acceptance to be in writing, and not to be unreasonably withheld) but no undertaking to find such a replacement is given by Yeda. If no such acceptable replacement scientist can be found within 30 (thirty) days of the Scientist becoming unavailable as aforesaid, then the Company shall be entitled, by written notice to Yeda, to terminate the Research Period, in which event the Research Period and the performance of Research hereunder shall cease at the end of a further period of 15 (fifteen) days from the date of receipt by Yeda of such written notice. In the event of such termination, Yeda shall be released from any obligation to procure the performance of the Research during the period after such termination. The Company shall be released from any obligation to finance the Research in respect of the period commencing at the end of 45 (forty five) days after the unavailability of the Scientist, but without affecting the Licence and all the other terms and conditions of this Agreement which shall remain in full force and effect (save for those relating to the performance and financing of the Research). 2.3. For the avoidance of doubt, it is agreed that nothing in this Agreement shall constitute a representation or warranty by Yeda, express or implied, that any results (including any milestones specified in the Research Program) will be achieved by the Research or that the Licensed Information or any part thereof or any results achieved by the Research are or will be commercially exploitable or of any other value and Yeda furthermore makes no warranties and representations, express or implied, whatsoever as to the Research, any results of the Research or the Licensed Information.
Appears in 2 contracts
Samples: Research and Licensing Agreement (Tissera Inc), Research and License Agreement (Bert Logic Inc)
Performance of the Research. 2.1. In consideration of the sums to be paid by the Company to Yeda pursuant to clause 3 3.1 below and, subject to the execution of such paymentspayments and to clause 3.2 below, Yeda undertakes, subject to clause 2.2 below, to procure the performance of the Research at the Institute under the supervision of the Scientist Scientists during the 3 (three) year period commencing on April 9, 2003 ("THE RESEARCH PERIOD")Research Period. By written agreement of the parties, the Research Period may be extended by such period and upon such terms and conditions as the parties shall so agree.
2.2. If all of the Scientist Scientists shall cease to be available for the supervision of the performance of the Research, such cessation shall not constitute a breach of this Agreement by Yeda. In the event that all of the Scientist Scientists shall cease to be available as aforesaid, Yeda shall use its reasonable efforts to find from amongst the scientists of the Institute a replacement scientist or scientists acceptable to the Company (such acceptance to be in writing, and not to be unreasonably withheld) ), but no undertaking to find such a replacement is given by Yeda. If all of the Scientists cease to be available and no such acceptable replacement scientist scientists can be found within 30 60 (thirtysixty) days of all of the Scientist Scientists becoming unavailable as aforesaid, then the Company shall be entitled, by written notice to Yeda, to terminate the Research Period, in which event the Research Period and the performance of Research hereunder shall cease at the end of a further period of 15 60 (fifteensixty) days from the date of receipt by Yeda of such written notice. In the event of such termination, Yeda shall be released from any obligation to procure the performance of the Research during the period after such termination. The , and the Company shall be released from any obligation to finance the Research in respect of the period commencing at the end of 45 (forty five) days after the unavailability of the Scientistsuch termination, but without affecting the Licence and all the other terms and conditions of this Agreement which shall remain in full force and effect (save for those relating to the performance and financing of the Research).
2.3. It is agreed that if the performance of the Research shall involve the conduct of experiments on and/or using animals, the performance of the Research and the Research Program shall be subject to the Israeli Anti-Cruelty Law, 1994 and to the approval of, and any modifications requested by, the Institutional Animal Care and Use Committee and the Safety Committee of the Institute, in order to ensure compliance with the above law. It is agreed that, in view of the fact that the performance of the Research may involve the conduct of experiments using human material (such as cells, blood, tissue, DNA, RNA, lysates, or body fluids) the performance of the Research and the Research Program shall be subject to the approval of, and any modifications requested by the Safety Committee of the Institute and the Institutional Review Board for Human Experimentation.
2.4. For the avoidance of doubt, it is agreed that nothing in this Agreement shall constitute a representation or warranty by Yeda, express or implied, that any results (including any milestones specified in the Research Program) will be achieved by the Research or that the Licensed Information or any part thereof or any results achieved by the Research are or will be commercially exploitable or of any other value and Yeda furthermore makes no warranties and representations, express or implied, whatsoever as to the Research, any results of the Research Research, the Patents or the Licensed Information.
Appears in 2 contracts
Samples: Research and License Agreement (Protalix BioTherapeutics, Inc.), Research and License Agreement (Orthodontix Inc)
Performance of the Research. 2.1. In consideration of the sums to be paid by the Company to Yeda pursuant to clause 3 below and, subject to the execution of such payments, Yeda undertakes, subject to clause 2.2 below, to procure the performance of the Research at the Institute under the supervision of the Scientist during during, and for the 3 (three) year period commencing on April 9duration of, 2003 ("THE RESEARCH PERIOD")the Research Period. By prior written agreement of the parties, the Research Period may be extended by such period and upon such terms and conditions as the parties shall so agree.
2.2. If the Scientist shall cease to be available for the supervision of the performance of the Research, such cessation shall not constitute a breach of this Agreement by Yeda. In the event that the Scientist shall cease to be available as aforesaid, Yeda shall use its reasonable efforts to find from amongst the scientists of the Institute a replacement scientist acceptable to the Company (such acceptance to be in writing, and not to be unreasonably withheld) but no undertaking to find such a replacement is given by Yeda. If no such acceptable replacement scientist can be found found, who is acceptable to the Company, at its sole and absolute discretion, within 30 (thirty) days of the Scientist becoming unavailable as aforesaid, then the Company shall be entitled, by written notice to Yeda, to terminate the Research Period, in which event the Research Period and the performance of Research hereunder shall cease at the end of a further period of 15 30 (fifteenthirty) days from the date of receipt by Yeda of such written notice. In the event of such termination, Yeda shall be released from any obligation to procure the performance of the Research during the period after such termination. The , and the Company shall be released from any obligation to finance the Research in respect of the period commencing at the end of 45 (forty five) days after the unavailability of the Scientistsuch termination, but without affecting the Licence and all the other terms and conditions of this Agreement which shall remain in full force and effect (save for those relating to the performance and financing of the Research).
2.3. It is agreed that the performance of the Research shall be subject to applicable Israeli law. Without derogating from the generality of the foregoing, if the performance of the Research shall involve the conduct of experiments on and/or using animals and/or human subjects and/or human material (such as cells, blood, tissue, DNA, RNA, lysates, or body fluids), then the performance of the Research and the Research Program shall be subject to: (i) the Israeli Anti-Cruelty Law, 1994 and to the approval of, and any modifications requested by, the Institutional Animal Care and Use Committee and the Safety Committee of the Institute, in order to ensure compliance with applicable law; and (ii) the approval of, and any modifications requested by the Safety Committee of the Institute and the Institutional Review Board for Human Experimentation, as the case may be.
2.4. For the avoidance of doubt, it is agreed that nothing in this Agreement shall constitute a representation or warranty by Yeda, express or implied, that any results (including any milestones specified in the Research Program) will be achieved by the Research or that the Licensed Information or any part thereof or any of the results achieved by the Research are or will be commercially exploitable or of any other value and Yeda furthermore makes no warranties and representations, express or implied, whatsoever as to the Research, any results of the Research or the Licensed Information.
Appears in 2 contracts
Samples: Research and License Agreement (Brainsway Ltd.), Research and License Agreement (Brainsway Ltd.)
Performance of the Research. 2.1. In consideration of the sums to be paid by the Company to Yeda pursuant to clause 3 below and, subject to the execution of such payments, Yeda undertakes, subject to clause 2.2 below, to procure the performance of the Research at the Institute under the supervision of the Scientist Scientists during the 3 (three) year period commencing on April 9, 2003 ("THE RESEARCH PERIOD")Research Period. By written agreement of the parties, the Research Period may be extended by such period and upon such terms and conditions as the parties shall so agree.
2.2. If either or both of the Scientist Scientists shall cease to be available for the supervision of the performance of the Research, such cessation shall not constitute a breach of this Agreement by Yeda. In the event that either or both of the Scientist Scientists shall cease to be available as aforesaid, Yeda shall use its reasonable efforts to find from amongst the scientists of the Institute a replacement scientist scientists acceptable to the Company (such acceptance to be in writing, and not to be unreasonably withheld) ), but no undertaking to find such a replacement replacements is given by YedaXxxx. If no such acceptable replacement scientist scientists can be found within 30 (thirty) days [***] of either or both of the Scientist Scientists becoming unavailable as aforesaid, then the Company shall be entitled, by written notice to Yeda, to terminate the Research Period, in which event the Research Period and the performance of Research hereunder shall cease at the end of a further the calendar quarter during which such written notice was given. During the period of 15 (fifteen) days from between the date of receipt such notice by the Company and the cessation of the Research, Yeda shall make reasonable efforts to procure the minimising of further Research expenses (save with respect to any obligations already undertaken which cannot be cancelled or reduced) and in co-operation with the Company shall make reasonable efforts to procure that experiments covered by the Research Budget applicable until the date of such written noticecessation are completed. In the event of such termination, Yeda shall be released from any obligation to procure the performance of the Research during the period after such termination. The , and the Company shall be released from any obligation to finance the Research in respect of the period commencing at the end of 45 (forty five) days after the unavailability of the Scientistsuch termination, but without affecting the Licence and all the other terms and conditions of this Agreement which shall remain in full force and effect (save for those relating to the performance and financing of the Research). In the event of such termination, Yeda shall make reasonable efforts to provide to the Company all data including any raw data generated in the course of the Research.
2.3. It is agreed that if the performance of the Research shall involve the conduct of experiments on and/or using animals, the performance of the Research and the Research Program shall be subject to the Israeli Anti-Cruelty Law, 1994 and to the approval of, and any modifications requested by, the Institutional Animal Care and Use Committee and the Safety Committee of the Institute, in order to ensure compliance with the above law. It is agreed that, in view of the fact that the performance of the Research may involve the conduct of experiments using human material (such as cells, blood, tissue, DNA, RNA, lysates, or body fluids) the performance of the Research and the Research Program shall be subject to the approval of, and any modifications requested by the Safety Committee of the Institute and the Institutional Review Board for Human Experimentation.
2.4. It is further agreed that if the performance of the Research shall involve generators of biological diseases, as defined in the Regulation of Research into Generators of Biological Diseases Law, 2008 (“the Biological Research Law”), the performance of the Research and the Research Program shall be subject to the provisions of the Biological Research Law and to the obtaining of all the necessary approvals required thereunder. In the event that if, during the performance of Research for which initially no approval was required pursuant to the Biological Research Law, there shall be discovered findings which may increase the aggressiveness, transferability or host range of biological diseases, which findings require the suspension of the Research until the approvals required pursuant to the Biological Research Law are obtained, any such suspension of the Research shall not constitute a breach of this Agreement by Yeda.
2.5. For the avoidance of doubt, it is agreed that nothing in this Agreement shall constitute a representation or warranty by Yeda, express or implied, (i) that any results (including any milestones specified in the Research Program) will be achieved by the Research or that patent applications relating to the Licensed Information or any part thereof the Subsequent Results or any results achieved by portion thereof respectively will be granted; or (ii) that the Research patents obtained on any of the said patent applications are or will be valid or will afford proper protection; or (iii) that any portion of the Licensed Information or the Subsequent Results is or will be commercially exploitable or of any other value and value; or (iv) that the exploitation of the Patents, the Licensed Information or the Subsequent Results will not infringe the rights of any third party, save that Xxxx confirms that as of the date hereof it is not aware of any allegations by any third party as to the infringement by the Licensed Information of any patent or as to the misappropriation of the Licensed Information or as to the right of Yeda to license any of the foregoing. Yeda furthermore makes no warranties and representations, express or implied, whatsoever as to the Research, any results of the Initial Research Results, the Subsequent Results or the Licensed Information.
Appears in 1 contract
Performance of the Research. 2.1. In consideration of the sums to be paid by the Company to Yeda pursuant to clause 3 below and, subject to the execution of such payments, Yeda undertakes, subject to clause 2.2 below, to procure the performance of the Research at the Institute under the supervision of the Scientist during during, and for the 3 (three) year period commencing on April 9duration of, 2003 ("THE RESEARCH PERIOD")the Research Period. By prior written agreement of the parties, the Research Period may be extended by such period and upon such terms and conditions as the parties shall so agree.
2.2. If the Scientist shall cease to be available for the supervision of the performance of the Research, such cessation shall not constitute a breach of this Agreement by Yeda. In the event that the Scientist shall cease to be available as aforesaid, Yeda shall use its reasonable efforts to find from amongst the scientists of the Institute a replacement scientist acceptable to the Company (such acceptance to be in writing, and not to be unreasonably withheld) but no undertaking to find such a replacement is given by Yeda. If no such acceptable replacement scientist can be found found, who is acceptable to the Company, at its sole and absolute discretion, within 30 (thirty) days of the Scientist becoming unavailable as aforesaid, then the Company shall be entitled, by written notice to Yeda, to terminate the Research Period, in which event the Research Period and the performance of Research hereunder shall cease at the end of a further period of 15 30 (fifteenthirty) days from the date of receipt by Yeda of such written notice. In the event of such termination, Yeda shall be released from any obligation to procure the performance of the Research during the period after such termination. The , and the Company shall be released from any obligation to finance the Research in respect of the period commencing at the end of 45 (forty five) days after the unavailability of the Scientistsuch termination, but without affecting the Licence and all the other terms and conditions of this Agreement which shall remain in full force and effect (save for those relating to the performance and financing of the Research).
2.3. It is agreed that the performance of the Research shall be subject to applicable Israeli law. Without derogating from the generality of the foregoing, if the performance of the Research shall involve the conduct of experiments on and/or using animals and/or human subjects and/or human material (such as cells, blood, tissue, DNA, RNA, lysates, or body fluids), then the performance of the Research and the Research Program shall be subject to: (i) the Israeli Anti-Cruelty Law, 1994 and to the approval of, and any modifications requested by, the Institutional Animal Care and Use Committee and the Safety Committee of the Institute, in order to ensure compliance with applicable law; and (ii) the approval of, and any modifications requested by the Safety Committee of the Institute and the Institutional Review Board for Human Experimentation, as the case may be.
2.4. For the avoidance of doubt, it is agreed that nothing in this Agreement shall constitute a representation or warranty by Yeda, express or implied, that any results (including any milestones specified in the Research Program) will be achieved by the Research or that the Licensed Information or any part thereof or any of the results achieved by the Research are or will be commercially exploitable or of any other value and Yeda furthermore makes no warranties and representations, express or implied, whatsoever as to the Research, any results of the Research or the Licensed Information. Ref.: 05-2595-04-4 No.: 60604-001 L/88017/4000/407949/1
Appears in 1 contract
Performance of the Research. 2.1. In consideration 2.1 The Research shall commence on the Effective Date and shall co e for a period of four (4) years.
2.2 The Research shall be carried out by the Student at the Univers· the supervision of the sums Academie Supervisor. For the purposes Research, JM will be represented by the lndustrial Supervisor all invoices and correspondence should be addressed. The shall be entitled to change its nominee for the position o Supervisor with JM's prior written consent, such conse unreasonably withheld.
2.3 The Research shall be performed at the University, except that at the request of JM, the Student may spend up to ninety (90) days over the term of the Agreement (usually up to thirty (30) days per year) working on the Research at a JM Site at times which are convenient to JM.
2.4 The Student and any University personnel who visit any JM Site shall comply with JM's site rules and regulations currently in force governing the activities of those using JM premises, particularly those relating to JM's environment, health, safety and security standards and with any other instructions that may be given in this respect on JM's behalf.
2.5 The University shall use all reasonable endeavours to supply materials and equipment needed for those parts of the Research that are carried out at the University.
2.6 JM shall:
(i) use all reasonable endeavours to supply materials and equipment needed for those parts of the Research that are carried out at the JM Site; and
(ii) make available in confidence to the University and to the Student such Background lntellectual Property owned by JM as JM considers to be paid necessary for the efficient performance of the Research.
2.7 The University, JM and the Student shall take all reasonable steps to ensure satisfactory progress of the Research and its completion within four (4) years of the date of commencement of the Research.
2.8 The obligations of the University shall be limited to the making available of such Background lntellectual Property owned or controlled by the Company University as the University considers to Yeda pursuant to clause 3 below and, subject to be necessary for the execution of such payments, Yeda undertakes, subject to clause 2.2 below, to procure the efficient performance of the Research at and the Institute under the supervision exercise of the Scientist during the 3 (three) year period commencing on April 9, 2003 ("THE RESEARCH PERIOD"). By written agreement of the parties, the Research Period may be extended by such period and upon such terms and conditions as the parties shall so agree.
2.2. If the Scientist shall cease reasonable endeavours to be available for the supervision of the performance ensure success of the Research, such cessation shall not constitute a breach of this Agreement by Yeda. In the event that the Scientist shall cease to be available as aforesaid, Yeda shall use its reasonable efforts to find from amongst the scientists of the Institute a replacement scientist acceptable to the Company (such acceptance to be in writing, and not to be unreasonably withheld) but no undertaking to find such a replacement is given by Yeda. If no such acceptable replacement scientist can be found within 30 (thirty) days of the Scientist becoming unavailable as aforesaid, then the Company shall be entitled, by written notice to Yeda, to terminate the Research Period, in which event the Research Period and the performance of Research hereunder shall cease at the end of a further period of 15 (fifteen) days from the date of receipt by Yeda of such written notice. In the event of such termination, Yeda shall be released from any obligation to procure the performance of the Research during the period after such termination. The Company shall be released from any obligation to finance the Research in respect of the period commencing at the end of 45 (forty five) days after the unavailability of the Scientist, but without affecting the Licence and all the other terms and conditions of this Agreement which shall remain in full force and effect (save for those relating to the performance and financing of the Research).
2.3. For the avoidance of doubt, doubt it is agreed hereby declared that nothing in this Agreement shall constitute a representation or warranty by Yeda, express or implied, the University does not undertake that any results (including any milestones specified in the Research Program) will generate any particular information or guarantee that the Research will be achieved by the Research or that the Licensed Information or successful in achieving any part thereof or any results achieved by the Research are or will be commercially exploitable or of any other value and Yeda furthermore makes no warranties and representations, express or implied, whatsoever as to the Research, any results of the Research or the Licensed Informationparticular result.
Appears in 1 contract
Samples: PHD Studentship Agreement