Research and Development Responsibility Sample Clauses

Research and Development Responsibility. Licensee shall have sole responsibility and discretion for the Development of Licensed Products in the Field in the Territory, subject to the oversight of the JSC and its decision making authority in accordance with Section 3.1(c). Company shall, at Licensee’s cost and expense, reasonably cooperate with Licensee for such Development of the Licensed Products in the Territory, including providing to Licensee all data Controlled by Company or its Affiliates during the Term to the extent necessary or reasonably useful for (a) the Development of the Licensed Product in the Field in the Territory and (b) obtaining and maintaining of any Regulatory Approvals of the Licensed Product in the Field in the Territory, in each case, at Company’s cost. Notwithstanding the foregoing, Company shall (i) for the first [***] months following the initiation of the Development of the Licensed Product in accordance with the Development Plan, provide a reasonable amount of hours of such assistance to Licensee pursuant to this Section 5.1 free of charge (for clarity, such amount shall be uncapped for so long as it is reasonable); (ii) thereafter, provide up to [***] total hours of employee and/or full-time contractor time per month pursuant to this Section 5.1 free of charge. For clarity, Licensee shall not be responsible for any costs or expenses incurred by Company, its Affiliates or their respective employees or contractors for the normal activities performed by Company’s employees and contractors at the JSC level, routine communications or activities regarding the Development and Commercialization in the Territory, communications with or between Licensee’s and/or Company’s executive officers (including CEO, CFO, COO, CFO, CBO, CMO), and the like, including discussing, updating, and reviewing the Development Plan and Commercialization Plan.