Subcontracting During Phase A Clause Samples

Subcontracting During Phase A. (a) Subject to Sections 2.4(b) and 2.4(c), each Party may perform some or all of its obligations under or relating to the Research Plan through any of its Affiliates or one or more Third Parties. (b) Notwithstanding Section 2.4(a), and subject to Section 2.4(c), neither Party may subcontract any of its obligations under the Research Plan relating to non-clinical experiments or studies, or the formulation, process development, and manufacture of a Clinical Candidate or a component thereof, without the prior approval of the Joint Research Committee, unless such subcontractor is an Affiliate or Permitted Subcontractor (in which case no such Joint Research Committee approval shall be required). (c) The subcontracting Party shall ensure that: (i) any such Approved Subcontractor shall perform such subcontracted obligations pursuant to a written agreement; (ii) none of the rights of the other Party hereunder are diminished or are otherwise adversely affected as a result of such subcontracting; and (iii) the Approved Subcontractor undertakes in writing all obligations of confidentiality and non-use regarding both Parties’ Confidential Information which are substantially the same as those undertaken by the Parties hereunder. In the event that a Party performs one or more of its obligations under the Research Plan through any such Approved Subcontractor, then such Party shall at all times be responsible for the performance by such Approved Subcontractor of such Party’s obligations hereunder.