Prior to Proof of Concept Sample Clauses

Prior to Proof of Concept. Prior to achieving Proof of Concept, the Parties shall be jointly responsible for the Development of Licensed Compounds and Licensed Products, it being understood that the Licensor uses external consultants for this purpose and has limited control on their work. Each Party shall use Commercially Reasonable Efforts to Develop the Licensed Compounds and the Licensed Product in accordance with the Development Plan and to meet any and all milestones contained in the Development Plan on a timely basis, including performing and completing all Development activities required by each Party under the Development Plan, Licensee reasonably taking into account and considering Licensor’s capacity and available resources and that Licensor will subcontract its responsibilities to Third Parties.

Prior to Proof of Concept. Subject to Section 4.01, Section 4.02 and Section 5.04(d) unless specifically provided for in the Development Plan and Development Budget, each Party will be solely responsible for all expenses and costs incurred by such Party for the Development of the Licensed Compounds and Licensed Products, provided that if Licensee requests Licensor conduct development activities or assistance that Licensor would not have been reasonably expected to conduct or perform under Development Plan or this Agreement without such request, Licensee will pay in advance or reimburse Licensor of the costs Licensor incurred in relation to such activities as determined by the Parties.

Prior to Proof of Concept. Prior to Proof of Concept, all manufacturing costs and expenses will be allocated pursuant to the Development Plan and Development Budget.