Program Research and Development Activities Clause Samples

Program Research and Development Activities. 3.1.1 R&D Plan and R&D Budget. (a) During the Research Term, the Parties will engage in a collaborative effort to identify and conduct Pre-Clinical Development with respect to Epigenomic Controller-LNP Candidates in accordance with the R&D Plan and R&D Budget. The agreed research and Development activities (the “R&D Activities”) to be undertaken by the Parties shall be set forth in the research and development plan (the “R&D Plan”) with associated budgets for each of PM SpinCo and PlatformCo (collectively, the “R&D Budget”), with the initial R&D Plan and R&D Budget for Calendar Years 2023 and 2024 attached hereto as Schedule 3.1.1. The R&D Budget and each amendment thereto shall be reasonably calculated to fund the applicable R&D Activities under the R&D Plan. During the Research Term, all Development by the Parties under this MACROBUTTON DocID \\4126-6252-2948 v34 Agreement shall be conducted pursuant to the R&D Plan; provided, however, that [***]. Without limiting any other provision of this Agreement, the Parties agree that the R&D Plan shall not require the Parties to conduct R&D Activities with respect to (i) products other than Epigenomic Controller-LNP Candidates or (ii) more than one (1) Epigenomic Controller-LNP Candidate at a time, provided that the R&D Plan may permit the Parties to evaluate any number of Epigenomic Controller-LNP Candidates to determine whether to advance an Epigenomic Controller-LNP Candidate as a potential Development Candidate. Each Party shall use Commercially Reasonable Efforts to perform the R&D Activities allocated to such Party in a good scientific manner and in accordance with the timelines set forth in the R&D Plan and in compliance with Applicable Laws. (b) [***]. In addition, during the Research Term: the JRC (i)(A) shall review the R&D Plan and R&D Budget on a regular basis, and in no event less frequently than [***], and (B) following such review, may propose any amendments to the JSC; (ii) shall meet prior to [***] during the Research Term for a [***] review of the R&D Budget, at which meeting the JRC may propose any amendments to the JSC and [***]; and (iii) shall, prior to [***] beginning in [***], prepare the R&D Budget and R&D Plan for the next Calendar Year during the Research Term for the review and approval by the JSC. If the JSC approves any amendments in accordance with this Section 3.1.1(b), the JSC shall update the R&D Plan and R&D Budget accordingly; provided, however, that in no event shall the Resea...