Selection of Collaboration Targets Sample Clauses

Selection of Collaboration Targets. At the first JRC meeting the JRC will approve a Research Plan for the First Collaboration Target, including the particular assays and the associated reagents that will be used to test for the specified modes of modulating the First Collaboration Target. No later than […***…] from the Effective Date or as otherwise agreed to in writing by the Parties, each Party shall submit a proposal for a Target to be designated as the Second Collaboration Target, along with a draft Research Plan applicable to such proposed Second Collaboration Target, as the basis of a research program within the Collaboration via the JRC. The JRC shall discuss each of the proposals and shall determine whether any of the proposed Targets shall be designated as the Second Collaboration Target, provided that either Party may, via the JRC, decline to accept any such proposed Target as the Second Collaboration Target if, at the time the other Party proposes the Target, (i) the declining Party has existing contractual commitments to a Third Party related to the proposed Target that would prevent it from collaborating with the other Party on such Target, or (ii) the declining Party can document the existence of an active internal research program related to such Target that existed prior to the other Party’s proposal of the Target. If a proposed Target is declined pursuant to the foregoing, it shall not be subject to the provisions of Section 3.4.
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Selection of Collaboration Targets. 48 4.8 Materials ............................................................................................................... 52 4.9 Subcontractors....................................................................................................... 53 4.10 [*] ......................................................................................................................... 53 ARTICLE 5 DEVELOPMENT .................................................................................................... 54 i [*] = 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 Exchange Act of 1934, as amended.
Sample 1
Selection of Collaboration Targets. In addition, during the Target Selection Term, Biogen shall have the right to select, at Biogen’s discretion and by written notice to Sangamo, up to eight (8) Targets as Collaboration Targets under this Agreement; provided, however that: (i) if Biogen fails to select at least [*] as a Collaboration Target under this Section 4.7(b) (Selection of Collaboration Targets) before the [*] anniversary of the Effective Date, then (A) Biogen shall only have the right to select up to [*] Targets as Collaboration Targets under this Section 4.7(b) (Selection of Collaboration Targets) during the remainder of the Target Selection Term after such [*] anniversary and (B) if Biogen fails to select at least [*] under this Section 4.7(b) (Selection of Collaboration Targets) as Collaboration Targets between the [*] anniversary of the Effective Date and the [*] anniversary of the Effective Date, then Biogen shall only have the right to select up to [*] Targets under this Section 4.7(b) (Selection of Collaboration Targets) as Collaboration Targets during the remainder of the Target Selection Term after such [*] anniversary; and (ii) if Biogen selects at least [*] as a Collaboration Target under this Section 4.7(b) (Selection of Collaboration Targets) before the [*] anniversary of the Effective Date but fails to select a total of at least [*] under this Section 4.7(b) (Selection of Collaboration Targets) before the [*] anniversary of the Effective Date (which total shall include all Targets selected pursuant to this Section 4.7(b) (Selection of Collaboration Targets) prior to the [*] anniversary of the Effective Date), then Biogen shall only have the right to select up to [*] Targets under this Section 4.7(b) (Selection of Collaboration Targets) as Collaboration Targets during the remainder of the Target Selection Term after such [*] anniversary; and (iii) if a Target selected by Biogen fails to become a Collaboration Target because it is a Blocked Target, then, notwithstanding the time periods set forth in Section 4.7(b)(i) and Section 4.7(b)(ii) (as applicable), Biogen shall have an additional [*] days to select an alternative Target as a Collaboration Target (and so on until any such selected Target becomes a Collaboration Target). 44 [*] = 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 Exchange Act of 1934, as amended.
Sample 1
Selection of Collaboration Targets. Following the Target Validation Studies with respect to a Target, the JRDC will deliver the results and data from the Screening Data Analysis and Target Validation Studies for such Target to the JSC for further evaluation. The Parties will then agree at the JSC whether to select such Target as the Collaboration Target for further development in the Collaboration. The JSC will select Collaboration Targets based on [***]. Following the selection of a Collaboration Target by the JSC, the Parties will, through the JSC and in accordance with an agreed Development Plan (including associated budget), develop compounds and products directed to such Collaboration Target for further development and commercialization (each, a “Functional Genomics Product”), with the primary focus on Respiratory Viral Diseases. Except as set forth above with respect to [***], with respect to the Expanded Functional Genomics Program, neither Party is required to bring its Party Assets into the Collaboration for use in connection with a Collaboration Target, and if the Parties agree to include any Party Asset in the Collaboration for a Collaboration Target, the Parties shall mutually agree on the relevant terms, including relevant IP terms and financial terms, with respect to such Party Asset, before such Party Asset can be included in the Collaboration. Subject to the preceding sentence, the Parties will share equally the Development Costs and Pre-Tax Profits or Losses for the development, manufacture and commercialization of any Functional Genomics Product, subject to the opt-out mechanisms set forth below and in Section 8. If the Parties identify other diseases associated with a Collaboration Target, then, [***]. Following the selection of a Collaboration Target by the JSC, neither Party shall [***] outside the Collaboration, until [***]. Opt-Outs With respect to each Collaboration Target, either Party may elect to opt out of co-funding obligations at opt-out points in accordance with Section 8, in which case the Party continuing with development may assume all responsibility for the ongoing development and commercialization of the applicable Functional Genomics Product, at its sole expense, and shall pay royalties to the opt-out Party as set forth in Section 8. If, [***], then, in addition to the opt-out rights provided in Section 8, VIR shall [***]. If VIR [***], provided that with respect to [***], if GSK [***], then, [***]. If a Party elects to exercise the opt-out right with res...
Sample 1
Selection of Collaboration Targets. The first ** Collaboration Targets will be **. At the first JRC meeting the JRC will: (i) ** and (ii) **. ** by Cephalon, which shall **. Pharmacopeia, ** pursuant to this Section 2.2.
Sample 1
Selection of Collaboration Targets. (a) Prior to Effective Date, Precision supplied to Millennium a list of unnamed potential Collaboration Targets. The information on the foregoing list (“Target Information”) shall be used solely by the individual employees of Millennium or its Affiliates listed on Schedule 3.5(a)(i) (the “Authorized Individuals”) and solely for purposes of selecting the original Collaboration Targets. The Authorized Individuals shall not use or disclose such Target Information to any Third Party or to any other personnel of Millennium or its Affiliates; except as set forth below in this Section 3.5(a) with respect to Target Information regarding Collaboration Targets. The foregoing restrictions on use and disclosure of the Target Information may be referred to herein as the “Firewall.” Also prior to the Effective Date, Millennium picked [***] Targets of highest interest from that list as the original Collaboration Targets for further assessment by sending notice in writing to Precision, and Precision disclosed the names of such [***] Targets to the Authorized Individuals. The Target Information and names for such [***] Targets may be referred to herein as the “Original Target Information.” Millennium shall limit disclosure of the Original Target Information solely to the Authorized Individuals, other personnel of Millennium or its Affiliates in the functional groups listed on Schedule 3.5(a)(ii) (“Functional Groups”) and, subject to Precision’s prior consent, which shall not be unreasonably withheld, Millennium’s and its Affiliates’ business partners and subcontractors (provided that such Third Parties are subject to written confidentiality obligations commensurate in scope to the provisions of Article 9) who have a need to know such information for purposes of developing Development proposals with respect to such Targets to be presented to Functional Groups for approval for inclusion as a Collaboration Target under this Agreement and shall use the Original Target Information for no other purpose, except as set forth below in this Section 3.5(a). Within [***] calendar days after the Effective Date, Millennium shall nominate [***] original Collaboration Targets selected for further Development and a Work Plan will be created and implemented with respect to those [***] Collaboration Targets. Upon Execution Version selection of such [***] Collaboration Targets, the Target Information and names for such Targets shall be treated like other Confidential Information of Precision,...
Sample 1
Selection of Collaboration Targets 
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Related to Selection of Collaboration Targets

  • Research Collaboration (a) GSK hereby grants to Anacor a non-exclusive, non-royalty bearing license under the GSK IP, solely as and to the extent necessary or important to conduct activities for which Anacor is responsible under the Research Plans during the Research Collaboration Term.

  • Acquisition Target Not Selected Prior to the date hereof, the Company has not selected any business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Selection Criteria Each Contract is secured by a new or used Motorcycle. No Contract has a Contract Rate less than 1.00%. Each Contract amortizes the amount financed over an original term no greater than 84 months (excluding periods of deferral of first payment). Each Contract has a Principal Balance of at least $500.00 as of the Cutoff Date.

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Commercialization Reports After the First Commercial Sale of a Licensed Product anywhere in the Territory, LICENSEE shall submit to Cornell semi-annual reports on or before each February 28 and August 31 of each year. Each report shall cover LICENSEE’s (and each Affiliate’s and Sublicensee’s) most recently completed calendar half-year and shall show:

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

  • Commercialization Plan On a Product by Product basis, not later than sixty (60) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory, the MSC shall prepare and approve a rolling multiyear (not less than three (3) years) plan for Commercializing such Product in the Copromotion Territory (the "Copromotion Territory Commercialization Plan"), which plan includes a comprehensive market development, marketing, sales, supply and distribution strategy for such Product in the Copromotion Territory. The Copromotion Territory Commercialization Plan shall be updated by the MSC at least once each calendar year such that it addresses no less than the three (3) upcoming years. Not later than thirty (30) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory and thereafter on or before September 30 of each calendar year, the MSC shall prepare an annual commercialization plan and budget (the "Annual Commercialization Plan and Budget"), which plan is based on the then current Copromotion Territory Commercialization Plan and includes a comprehensive market development, marketing, sales, supply and distribution strategy, including an overall budget for anticipated marketing, promotion and sales efforts in the upcoming calendar year (the first such Annual Development Plan and Budget shall cover the remainder of the calendar year in which such Product is anticipated to be approved plus the first full calendar year thereafter). The Annual Commercialization Plan and Budget will specify which Target Markets and distribution channels each Party shall devote its respective Promotion efforts towards, the personnel and other resources to be devoted by each Party to such efforts, the number and positioning of Details to be performed by each Party, as well as market and sales forecasts and related operating expenses, for the Product in each country of the Copromotion Territory, and budgets for projected Pre-Marketing Expenses, Sales and Marketing Expenses and Post-Approval Research and Regulatory Expenses. In preparing and updating the Copromotion Territory Commercialization Plan and each Annual Commercialization Plan and Budget, the MSC will take into consideration factors such as market conditions, regulatory issues and competition.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Clinical Studies The animal and other preclinical studies and clinical trials conducted by the Company or on behalf of the Company were, and, if still pending are, to the Company’s knowledge, being conducted in all material respects in compliance with all Applicable Laws and in accordance with experimental protocols, procedures and controls generally used by qualified experts in the preclinical study and clinical trials of new drugs and biologics as applied to comparable products to those being developed by the Company; the descriptions of the results of such preclinical studies and clinical trials contained in the Registration Statement and the Prospectus are accurate and complete in all material respects, and, except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies, the results of which reasonably call into question the clinical trial or preclinical study results described or referred to in the Registration Statement and the Prospectus when viewed in the context in which such results are described; and the Company has not received any written notices or correspondence from the FDA, the EMA, or any other domestic or foreign governmental agency requiring the termination, suspension or modification of any preclinical studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus.

  • Research Program Term The Research Program shall be conducted during the period of five years commencing as of the Agreement Date ("Research Program Term"). Upon not later than seventy-five (75) days' prior written notice JT may, in its sole judgment, terminate the Research Program at the end of the third (3/rd/) year and fourth (4/th/) year of the Research Program. The RMC may terminate the Research Program any time during the Research Program Term if it unanimously determines the Research Program is no longer scientifically useful or that all potential Products would not be commercially viable. In case of such an early termination by JT or the RMC, JT shall be exempt from any payment(s) under Section 10(a) that would have become due and payable after the effective date of such early termination. Following any termination of the Research Program (i) that occurs simultaneously with the termination of this Agreement in accordance with Section 13 (i.e., no compound or Lead Compound has been designated previously a Collaboration Lead Compound in accordance with Section 3(b) and no Independent Lead Compound is being developed in accordance with Section 3(m)) or (ii) that is followed at some future date by the termination by JT of Development or co-promotion of any Collaboration Lead Compound and/or Product pursuant to Sections 3(l) or 5(c), respectively, or development of an Independent Lead Compound in accordance with Section 3(m) (A) any licenses granted by Tularik to JT will terminate, (B) JT will grant to Tularik an exclusive, sublicensable, worldwide license, to make, use and sell compounds, Collaboration Lead Compounds or Products under JT's interest in Program Patents and Program Know-How and (C) under the terms and conditions to be separately agreed, JT will also grant to Tularik a nonexclusive, sublicensable, worldwide license under any JT Patent Rights and Know-How to the extent necessary to practice the license granted under the Program Patents and Program Know-How in (B) (including, with respect to compounds, a limited number of JT's library compounds approved by JT); provided, however, that in the event the Research Program terminates but the Agreement has not terminated with respect to designated Collaboration Lead Compounds, Independent Lead Compounds and/or Products as provided in Section 2(g)(ii), Sections 2(g)(A), (B) and (C) shall apply only to those compounds, Collaboration Lead Compounds, Independent Lead Compounds and Products for which Development or co-promotion shall have been terminated and/or to those compounds or Lead Compounds that have not been designated previously a Collaboration Lead Compound in accordance with Section 3(b) or an Independent Lead Compound in accordance with Section 3(m); provided further that in the event that JT elects to pursue a Discontinued Compound or a Non-Proposed Compound on or before the first anniversary of the expiration or termination of the Research Program Term pursuant to Section 3(b)(iii) or 3(b)(iv), respectively, Sections 2(g)(A), (B) and (C) shall not apply to such Discontinued Compound or Non-Proposed Compound until such time as JT shall have terminated the Development or co-promotion of such Discontinued Compound or Non- Proposed Compound. Tularik will then be free to pursue clinical development and registration of such compounds, Lead Compounds and/or Products without obligation to JT except as provided in Section 4(f) or Section 5(c), as appropriate.

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