Examples of Exploratory Research Activities in a sentence
Subject to the JSC’s review and approval of each Research Plan, the Parties will [***] perform (themselves or through their Affiliates or any subcontractor) the Target Research Activities in accordance with the applicable Target Research Plan and the Exploratory Research Activities in accordance with the Exploratory Research Plan.
In addition, during the Research Term for the Exploratory Research Activities, the Parties will collaborate and HMI will perform research Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
No later than [***] after the end of the Research Term, HMI will prepare and submit to the JSC for its review and discussion a final written report that provides information summarizing the Exploratory Research Activities undertaken and all accomplishments achieved during the Research Term (the “Exploratory Research Report”).
NVS will develop and submit the initial Exploratory Research Plan to the JSC for its review and approval no later than [***] month after the Effective Date and in any event in advance of HMI being responsible for the performance of any such Exploratory Research Activities.
The Exploratory Research Report will contain a copy of all results generated during the Research Term in the performance of the Exploratory Research Activities, including a description of all Exploratory Reagents, in hard copy or electronic format with appropriate documentation to substantiate such results.
Each Party, directly or through its Affiliates or, subject to Section 3.3 (Subcontractors), Subcontractors, will use Commercially Reasonable Efforts to conduct the Drug Discovery Activities and Exploratory Research Activities (collectively, the “Collaboration Activities”) assigned to it under the applicable Drug Discovery Plan or Exploratory Research Plan (collectively, the “Collaboration Program Plans”) and in a professional and timely manner.
In addition, the Exploratory Research Plan will include a written budget pursuant to which Metagenomi will perform the Exploratory Research Activities allocated to Metagenomi under such Exploratory Research Plan, which budget will include (i) [***], and (ii) [***] (the “Exploratory Research Budget”).
The Exploratory Research Activities will be performed by or on behalf of the Parties during the period commencing on the Effective Date and, unless this Agreement is earlier terminated with respect to the Exploratory Research Program, expiring upon the earlier of (a) completion of all Exploratory Research Activities set forth in the Exploratory Research Plan, and (b) the fifth anniversary of the Effective Date (the “Exploratory Research Term”).
Ionis will reimburse Metagenomi for all (a) [***] and (b) [***], in each case ((a) and (b)), actually incurred by Metagenomi in the performance of the Exploratory Research Activities during the Exploratory Research Term to the extent in compliance with both the Exploratory Research Plan and the amounts budgeted therefor in the Exploratory Research Budget [***] (such amount, the “Metagenomi Exploratory Research Costs”) up to $[***] in the aggregate (the “Reimbursement Cap”).
If, at any time during the Drug Discovery Term, (a) [***] or (b) the Parties achieve [***] under the Exploratory Research Activities (the “Wave 2 Target Selection Period”), then Ionis may, in its sole discretion, but subject to Section 2.1.4 (Encumbrance Check), select up to four additional gene targets as proposed Collaboration Targets by providing written notice to Metagenomi (each such notice, a “Wave 2 Target Notice”), which notice will identify the proposed target (“Wave 2 Target”).