Xxxxxxx Right to Incorporate Functional Improvements Sample Clauses

Xxxxxxx Right to Incorporate Functional Improvements. If Xxxxxxx notifies Fate that it desires to incorporate one or more Functional Improvement(s) into any one or more Collaboration Candidates from a Research Program [***], subject to and in accordance with the remainder of this Section 5.6, provided that, [***], the Parties shall, prior to Fate’s incorporation of such Functional Improvement into any Collaboration Candidate or Licensed Product, agree on the terms and conditions of such sublicense (e.g., the allocation of any payment obligations between Fate and Xxxxxxx such as royalty payment and royalty term, and the obligation for Xxxxxxx to comply with upstream obligations such as any [***]). The JRC shall update the applicable Research Plan(s) to include the activities necessary to incorporate such Functional Improvement into such Collaboration Candidate or Licensed Product, as applicable (such updated candidate, a “Next Generation Candidate”); provided, however, that in no event will a Next Generation Candidate be of a different CAR Cell Type than the original Collaboration Candidate or Licensed Product. Such amendment to the Research Plan shall in form and substance (including with respect to the activities to be conducted thereunder and the number of FTEs needed to conduct such activities) substantially follow the form and substance of the initial Research Plan for the Collaboration Candidate(s) or Licensed Product to be so updated. In the event the JRC does not reach consensus on the budget for the applicable Next Generation Candidate activities, then such budget shall equal [***] of the budget set forth in the initial Research Plan for the Collaboration Candidate(s) or Licensed Product to be updated; provided, however, that no such Research Plan shall require Fate to conduct activities that, taken as a whole, would result in Fate incurring Research Costs in excess of the applicable Research Budget for such Research Plan. Upon such update, the [***] pursuant to Section 3.4.2.
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