Common use of Research Plans Clause in Contracts

Research Plans. Within [*] after the Effective Date, the JRC shall prepare a research plan and budget for research activities for Program 1 and Program 2 (the “Initial Research Plans”). The Initial Research Plans shall include the Selected Monoclonal Antibodies and General Monoclonal Antibodies for Program 1 and Program 2 previously generated by Merus. For a period of [*] after receipt of the Initial Research Plans, Incyte shall [*] such Selected Monoclonal Antibodies [*] [*] and [*] Selected Monoclonal Antibodies which thereafter shall be the Selected Monoclonal Antibodies for Program 1 or Program 2, as applicable. Within [*] after designation of each Target Pair hereunder (other than the Program 1 Target Pair and Program 2 Target Pair), the JRC shall prepare a research plan and budget for research activities related to such Target Pair and the associated Bi-Specific Constructs through to Candidate Nomination (together with the Initial Research Plans, the “Research Plans”) for review and approval by the JSC. For each such Program, Incyte shall have the right, in its discretion, to select the Selected Monoclonal Antibodies that will be used to generate the Target Pair Biclonics Matrix. The Research Plans shall (i) assign responsibilities to Merus including for generating Antibodies and Bi-Specific Constructs to be incorporated within each of the Licensed [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and 240-24b-2 Products and conducting in vitro and in vivo pharmacology on such Bi-Specific Constructs and providing resulting materials and information to Incyte and (ii) include a budget, timeline, milestones and desired pre-clinical target characteristics for research and Development activities through to Candidate Nomination. The intent of each Research Plan is to set forth the activities necessary to achieve Candidate Nomination with respect to a given Program. The duration of each Research Plan shall be less than or equal to [*] unless otherwise determined by the JRC; provided that Merus shall not be obligated to create a Target Pair Biclonics Matrix for more than (A) [*] Target Pairs per year during Calendar Years [*] or (B) [*] Target Pairs per Calendar Year thereafter. Merus shall use [*] to perform the obligations allocated to it under each Research Plan in accordance with the budget and shall ensure that any obligations Merus has to Third Parties do not cause Merus to have insufficient capacity to perform its obligations under this Agreement. Incyte may, in its sole discretion, (x) perform Research activities set forth in the Research Plans in parallel with Merus, (y) perform a research activity in lieu of Merus, if Merus has not performed such activity pursuant to the timeline set forth in a Research Plan, or (z) perform any other research activity related to such Program.

Research Plans. Within Research Plans shall be developed and approved by the JSC. Each Shire Target shall be the subject of a separate Research Plan, which shall be reviewed and updated as necessary, but at least quarterly, by the JSC. Each Research Plan will define events leading to and including submission of either an IND or a CTA for at least one Shire ZF Product for the applicable Shire Target and will include (a) a description of the process for identifying and the criteria for selecting ZF Compounds to be used with Shire ZF Products (which description shall not include any Know-How Controlled by Sangamo with respect to the design *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION of ZF Compounds), (b) a description of the Shire ZF Product to be researched and preclinically developed under such Research Plan, including lead and back-up ZF Compounds and Shire ZF Products, (c) the proposed indication for the applicable Shire Target, (d) a description of the companion diagnostic Shire ZF Product, if any, that will be developed under such Research Plan for use with the therapeutic Shire ZF Product developed under such Research Plan, (e) a listing of the specific components that each potential Shire ZF Product will contain, (f) a description of the specific activities to be performed by Sangamo, including the pre-clinical work necessary to file an IND/CTA and to support the related clinical trials through BLA/MAA submission, and for each animal toxicology study, a designation of whether such study will be GLP compliant and whether the results of such study are intended to be included in an IND/CTA, (g) projected timelines for completion of such activities, (h) a budget, (i) particular decision points and associated criteria, including decisions as to whether to terminate the applicable Shire Target, whereby expenditures will not be undertaken for subsequent activities unless and until such criteria have been met as determined by the JSC, and (j) a plan for technology transfer from Sangamo to Shire with respect to Shire ZF Products. At the appropriate time, as determined by the JSC, each Research Plan also will provide the details of and budget for the manufacture and supply of Shire ZF Products. In addition, each Research Plan shall identify a Sangamo project leader, reasonably acceptable to Shire, which project leader shall devote no less than [***] after of his/her time to carrying out the Research Plan during the active conduct of such Research Plan. Each Research Plan shall be consistent with the terms of this Agreement and shall be appended to and form a part of this Agreement. In the event of an inconsistency between the Research Plan and this Agreement, the terms of this Agreement will prevail. The Research Plans as of the Effective Date, which may be subsequently modified by the JRC shall prepare a research plan and budget JSC in accordance with this Section 3.3, for research activities for Program 1 and Program 2 (the “Initial Research Plans”). The Initial Research Plans shall include the Selected Monoclonal Antibodies and General Monoclonal Antibodies for Program 1 and Program 2 previously generated by Merus. For a period of [***] after receipt of the Initial Research Plans, Incyte shall [*] such Selected Monoclonal Antibodies [*] [*] and [*] Selected Monoclonal Antibodies which thereafter shall be the Selected Monoclonal Antibodies for Program 1 or Program 2, as applicable. Within [*] after designation of each Target Pair hereunder (other than the Program 1 Target Pair and Program 2 Target Pair), the JRC shall prepare a research plan and budget for research activities related to such Target Pair and the associated Bi-Specific Constructs through to Candidate Nomination (together with the Initial Research Plans, the “Research Plans”) for review and approval by the JSC. For each such Program, Incyte shall have the right, in its discretion, to select the Selected Monoclonal Antibodies that will be used to generate the Target Pair Biclonics Matrix. The Research Plans shall (i) assign responsibilities to Merus including for generating Antibodies and Bi-Specific Constructs to be incorporated within each of the Licensed [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and 240-24b-2 Products and conducting in vitro and in vivo pharmacology on such Bi-Specific Constructs and providing resulting materials and information to Incyte and (ii) include a budget, timeline, milestones and desired pre-clinical target characteristics for research and Development activities through to Candidate Nomination. The intent of each Research Plan is to set forth the activities necessary to achieve Candidate Nomination with respect to a given Program. The duration of each Research Plan shall be less than or equal to [*] unless otherwise determined by the JRC; provided that Merus shall not be obligated to create a Target Pair Biclonics Matrix for more than (A) [*] Target Pairs per year during Calendar Years [*] or (B) [*] Target Pairs per Calendar Year thereafter. Merus shall use [*] to perform the obligations allocated to it under each Research Plan in accordance with the budget and shall ensure that any obligations Merus has to Third Parties do not cause Merus to have insufficient capacity to perform its obligations under this Agreement. Incyte may, in its sole discretion, (x) perform Research activities Targets are set forth in the Research Plans in parallel with Merus, (y) perform a research activity in lieu of Merus, if Merus has not performed such activity pursuant to the timeline set forth in a Research Plan, or (z) perform any other research activity related to such ProgramSchedule 3.3.

Research Plans. Within The Parties agree to collaborate on up to [***] Research Programs, each in accordance with a Research Plan. iTeos may nominate one Target for each Research Program by completing a Target Questionnaire and delivering it to Adimab during the Target Nomination Period; provided, however, that iTeos may not nominate more than [***] Targets during any [***] period. It is expected that iTeos will nominate [***] Targets for Research Programs shortly after the Effective Date. Upon completion of a Target Questionnaire by iTeos, the JRC Parties shall prepare agree to a research plan Research Plan setting forth the expected timeline, budget, and budget relevant deliverables from initial discovery and from optimization of Program Antibodies. In addition, each Research Plan will set forth the criteria for research activities for Program 1 achieving the Technical Milestone II Criteria described in Section 4.2(b) (Technical Milestone), which criteria shall be of the type that Adimab currently has the capability of analytically measuring, such as affinity and Program 2 (epitopic coverage, and such attributes shall not include any sort of measurement of biological functionality. Such Research Plan shall be based upon the “Initial form of Research Plans”). The Initial Research Plans Plan attached hereto as Exhibit B, and shall include the Selected Monoclonal Antibodies and General Monoclonal Antibodies for Program 1 and Program 2 previously generated by Merus. For a period of [*] after receipt of the Initial Research Plans, Incyte shall [*] such Selected Monoclonal Antibodies [*] [*] and [*] Selected Monoclonal Antibodies which thereafter shall be the Selected Monoclonal Antibodies for Program 1 or Program 2, as applicable. Within [*] after designation of each Target Pair hereunder (other than the Program 1 Target Pair and Program 2 Target Pair), the JRC shall prepare a research plan and budget for research activities related to such Target Pair and the associated Bi-Specific Constructs through to Candidate Nomination (together with the Initial Research Plans, the “Research Plans”) for review and approval by the JSC. For each such Program, Incyte shall have the right, in its discretion, to select the Selected Monoclonal Antibodies that will be used to generate the Target Pair Biclonics Matrix. The Research Plans shall (i) assign Adimab’s responsibilities to Merus including for generating Antibodies and Bi-Specific Constructs to be incorporated within each of the Licensed [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) discovery and 240-24b-2 Products and conducting in vitro and in vivo pharmacology on such Bi-Specific Constructs and providing resulting materials and information to Incyte and (ii) include a budget, timeline, milestones and desired pre-clinical target characteristics for research and Development activities through to Candidate Nomination. The intent optimization of each Research Plan is to set forth the activities necessary to achieve Candidate Nomination antibodies with respect to a given Programeach Target. The duration of each Each Research Plan shall be less than or equal to [*] unless otherwise determined agreed upon in writing by the JRCParties, and each Research Program shall be conducted in accordance therewith. Neither Party is required to perform a Research Program under this Agreement if the Parties do not mutually agree in writing on a Research Plan. Adimab’s obligation to perform such additional Research Programs shall be subject to the availability of Adimab researchers to perform such Research Program; provided provided, however, that Merus in no event shall not Adimab be obligated permitted to create a Target Pair Biclonics Matrix delay performance of such Research Programs for more than two (A2) [*] Target Pairs per year during Calendar Years [*] or (B) [*] Target Pairs per Calendar Year thereafter. Merus shall use [*] to perform the obligations allocated to it under each Research Plan in accordance with the budget and shall ensure that any obligations Merus has to Third Parties do not cause Merus to have insufficient capacity to perform its obligations under this Agreement. Incyte may, in its sole discretion, (x) perform Research activities set forth in the Research Plans in parallel with Merus, (y) perform a research activity in lieu of Merus, if Merus has not performed months after mutual agreement on such activity pursuant to the timeline set forth in a Research Plan, or (z) perform any other research activity related to such Program.

Research Plans. Within [**] after the Effective Date, the JRC shall prepare a research plan and budget for research activities for Program 1 and Program 2 (the “Initial Research Plans”). The Initial Research Plans shall include the Selected Monoclonal Antibodies and General Monoclonal Antibodies for Program 1 and Program 2 previously generated by Merus. For a period of [**] after receipt of the Initial Research Plans, Incyte shall [**] such Selected Monoclonal Antibodies [*] [*] and [**] Selected Monoclonal Antibodies which thereafter shall be the Selected Monoclonal Antibodies for Program 1 or Program 2, as applicable. Within [**] after designation of each Target Pair hereunder (other than the Program 1 Target Pair and Program 2 Target Pair), the JRC shall prepare a research plan and budget for research activities related to such Target Pair and the associated Bi-Specific Constructs through to Candidate Nomination (together with the Initial Research Plans, the “Research Plans”) for review and approval by the JSC. For each such Program, Incyte shall have the right, in its discretion, to select the Selected Monoclonal Antibodies that will be used to generate the Target Pair Biclonics Matrix. The Research Plans shall (i) assign responsibilities to Merus including for generating Antibodies and Bi-Specific Constructs to be incorporated within each of the Licensed [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and 240-24b-2 Products and conducting in vitro and in vivo pharmacology on such Bi-Specific Constructs and providing resulting materials and information to Incyte and (ii) include a budget, timeline, milestones and desired pre-clinical target characteristics for research and Development activities through to Candidate Nomination. The intent of each Research Plan is to set forth the activities necessary to achieve Candidate Nomination with respect to a given Program. The duration of each Research Plan shall be less than or equal to [**] unless otherwise determined by the JRC; provided that Merus shall not be obligated to create a Target Pair Biclonics Matrix for more than (A) [**] Target Pairs per year during Calendar Years [**] or (B) [**] Target Pairs per Calendar Year thereafter. Merus shall use [**] = Portions of this exhibit have been omitted pursuant to perform the obligations allocated to it under each Research Plan in accordance a confidential treatment request. An unredacted version of this exhibit has been filed separately with the budget and shall ensure that any obligations Merus has to Third Parties do not cause Merus to have insufficient capacity to perform its obligations under this Agreement. Incyte may, in its sole discretion, (x) perform Research activities set forth in the Research Plans in parallel with Merus, (y) perform a research activity in lieu of Merus, if Merus has not performed such activity pursuant to the timeline set forth in a Research Plan, or (z) perform any other research activity related to such ProgramCommission.