Research Chemists Clause Samples
The 'Research Chemists' clause defines the roles, responsibilities, and expectations for chemists engaged in research activities under the agreement. It typically outlines the qualifications required, the scope of work, and any reporting or documentation obligations for research chemists involved in the project. By clearly specifying these parameters, the clause ensures that all parties understand who is responsible for research tasks and helps maintain quality and accountability in scientific work.
Research Chemists. The Parties recognize that the prompt allocation of appropriate medicinal chemistry resources to optimize Lead Compounds will confer a competitive advantage upon the Research Program. Accordingly, the Parties agree that the RMC, by unanimous decision, shall be responsible for determining: (i) [ * ]. Each of JT and Tularik shall be responsible for dedicating to the Research Program [ * ]; provided, however, that the RMC may decide to [ * ]. In the event that either JT or Tularik is( unable to [ * ]; provided, however, that the Receiving Party shall, upon written request by the Paying Party, provide documentation to demonstrate that the [ * ]. In the event that the Receiving Party shall be [ * ], the Paying Party shall be required to pay the Receiving Party [ * ]. The Parties understand and agree that: [ * ]. In the event that the RMC is unable to unanimously agree on [ * ], the matter shall be referred to the EC for unanimous resolution. In the event that the EC is unable to unanimously agree on [ * ], a Party will have the right to proceed independently to develop such compound as an Independent Lead Compound under Section 3(m) and to develop Independent Products incorporating or based on such Collaboration Lead Compound.
Research Chemists. The Parties recognize that the prompt allocation of appropriate medicinal chemistry resources to optimize Lead Compounds will confer a competitive advantage upon the Research Program. Accordingly, the Parties agree that the RMC, by unanimous decision, shall be responsible for determining: (i) [ * ]. Each of JT and Tularik shall be responsible for dedicating to the Research Program [ * ]; provided, however, that the RMC may decide [ * ]. In the event that either JT or Tularik is unable to [ * ]; provided, however, that the Receiving Party shall, upon written request by the Paying Party, provide documentation to demonstrate that [ * ]. In the event that the Receiving Party shall be unable to employ the number of additional chemistry Scientific FTE [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Research Chemists. The Parties recognize that [*] Accordingly, the Parties agree that the RMC, by unanimous decision, shall be responsible for determining: (i) the identity of Lead Compounds or Research Compounds to which medicinal chemistry resources will be dedicated; and (ii) the number and level (i.e., Ph.D., research assistant, etc.) of chemistry Scientific FTE to be assigned to perform medicinal chemistry on each Lead Compound or Research Compound. [*] shall be responsible for dedicating to the Program [*] of the number of chemistry Scientific FTE assigned to each Lead Compound or Research Compound by the RMC; provided, however, that the RMC may decide to [*] on a particular Lead Compound or Research Compound, by unanimous decision, while maintaining [*] Scientific FTE split among the chemistry Scientific FTEs assigned to all Lead Compounds or Research Compounds in the aggregate within the Program. The Parties anticipate that [*], will provide medicinal chemistry resources for Lead Compounds or Research Compounds except as set forth in Appendix E. [*] shall in no event be required to provide any medicinal chemistry resources to the Program, either [*] for such purpose, except as set forth on Appendix E or unless the Parties otherwise agree.
(a) In the event that either JT or Tularik is unable to dedicate the number of chemistry Scientific FTEs designated by the RMC, such Party shall be required to pay the other Party [*] each year for every chemistry Scientific FTE that the paying Party is unable to provide; provided, however, that the receiving Party shall, upon written request by the paying Party, provide documentation to demonstrate that the receiving Party has actually employed the number of additional chemistry Scientific FTE that the paying Party is unable to provide. In the event that the receiving Party shall be unable to employ the number of additional chemistry Scientific FTE that the paying Party is unable to provide, the paying Party shall be required to pay the receiving Party an annual amount equal to (the number of chemistry Scientific FTE provided by [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.
Research Chemists. (a) The Parties recognize that the [ * ] of [ * ] to [ * ] will confer [ * ]. Accordingly, the Parties agree that the RMC, by unanimous decision, shall be responsible for determining: (i) the identity of Lead Compounds or Research Compounds to which medicinal chemistry resources will be dedicated; and (ii) the number and level (i.e., Ph.D., research assistant, etc.) of chemistry Scientific FTE to be assigned to perform medicinal chemistry on each Lead Compound or Research Compound; [ * ] be [ * ] to the [ * ] that [ * ].
(b) In the event that the RMC, by unanimous decision, determines to [ * ] the [ * ] than the [ * ], Sankyo shall either: (i) provide to the Program [ * ] to the [ * ] and [ * ]; or (ii) pay Tularik the [ * ] for [ * ] of [ * ].