Preclinical Development Program Sample Clauses
Preclinical Development Program. During the Research Term, the Parties will collaborate in carrying out a research program to discover and preclinically Develop Compounds suitable for further clinical Development for human therapeutic uses (the “Preclinical Development Program”). The Preclinical Development Program will be carried out in accordance with the Preclinical Plan. The Preclinical Development Program will focus on discovery and preclinical work for Compounds. The Preclinical Development Program will also include activities directed toward the discovery and preclinical Development of Compounds that are backups or alternatives. The objective of the Preclinical Development Program will be to identify one or more Compounds for BMS to advance into human Clinical Trials and ultimately Commercialize as Product(s). The Preclinical Development Program will be conducted by each Party in good scientific manner, and in compliance with all applicable good laboratory practices, and applicable legal requirements, to attempt to achieve efficiently and expeditiously the objectives of the Preclinical Development Program. Each Party will comply with all Applicable Laws in the performance of work under this Agreement. Each Party shall use reasonable efforts to ensure that its Affiliates and Third Party contractors (as applicable) perform any activities under the Preclinical Development Program in good scientific manner and in compliance in all material respects with the requirements of Applicable Law. Each Party will maintain laboratories, offices and all other facilities at its own expense and risk necessary to carry out its responsibilities under the Preclinical Development Program pursuant to the Preclinical Plan. Each Party agrees to make its employees reasonably available at their respective places of employment to consult with the other Party on issues arising during the performance of the Preclinical Development Program. BMS and CytomX will cooperate with each other in carrying out the Preclinical Development Program.
Preclinical Development Program. Maxygen and Astellas shall conduct a research and discovery program directed toward Preclinical Development of Compounds for applications in the Field on a collaborative basis (the “Preclinical Development Program”) in accordance with the Preclinical Development Plan (as defined below), with Astellas having lead and operational control responsibility with respect to activities under the Preclinical Development Program directed solely toward Exclusive Indications and Maxygen having lead and operational control responsibility for all other activities under the Preclinical Development Program, subject to the JPT’s oversight, coordination, and/or direction with respect to matters within its purview pursuant to this Agreement. Each Party will be responsible for conducting, and shall use Diligent Efforts to conduct, the activities allocated to such Party under the Preclinical Development Plan to progress and complete such activities within the timeframes set forth therein, including by allocating such personnel as reasonably necessary to progress and complete the tasks assigned to it in the then-current Preclinical Development Plan within the timeframes as set forth therein, but no less than the number of personnel set forth for such Party in the then-current Preclinical Development Plan on a task-by-task basis. The goals of the Preclinical Development Program shall include: (i) identifying and selecting one or more Clinical Candidate(s) (including, if appropriate, Backup Clinical Candidate(s) or Next Generation Clinical Candidates) to Treat (A) the Co-Development Indications and (B) the Exclusive Indications, and (ii) conducting IND Enabling Studies and other studies with respect to such Clinical Candidates, with the overall goal to promote the likelihood of technical and commercial success of the Clinical Candidates and corresponding Products hereunder. Notwithstanding anything herein to the contrary, Maxygen shall have the sole right to conduct and shall use Diligent Efforts to conduct Shuffling activities and in vitro screening activities for the identification of Clinical Candidate(s) (including Backup Clinical Candidate(s) or Next Generation Clinical Candidates) whether directed toward Exclusive Indications or Co-Development Indications as part of the Preclinical Development Program, which the Parties acknowledge shall only occur if the Existing Compounds remain entirely inapplicable to the Exclusive Indications and Co-Development Indications.