Conduct of the Research Program Clause Samples

Conduct of the Research Program. Zymeworks hereby grants to Lilly a license, including the right to sublicense to Affiliates of Lilly and Third Parties undertaking activities hereunder on Lilly’s behalf, under the Zymeworks Intellectual Property (including Zymeworks’ interest in Joint Inventions) solely for Lilly to perform those activities assigned to Lilly under the Research Program.

Conduct of the Research Program. (a) 4DMT and uniQure shall each use Commercially Reasonable Efforts to conduct the Research Program in accordance with the Research Plan. In addition, uniQure shall use Commercially Reasonable Efforts to assess reasonably promptly whether each Designated Capsid Variant provided to uniQure in connection with assessing the Delivery Success Criteria can be manufactured in insect cells. (b) Either Party shall have the right to utilize the services of any Third Party to perform its obligations under the Research Plan to the extent that such Third Party is specifically approved in the Research Plan or otherwise approved by the JRSC, provided that any permitted Third Party must have entered into a written agreement with such Party that includes terms and conditions (i) protecting and limiting use and disclosure of Confidential Information at least to the same extent as under ARTICLE VIII, and (ii) requiring the Third Party and its personnel to assign to such Party all right, title and interest in and to any intellectual property (and intellectual property rights) created or conceived in connection with performance of subcontracted activities. Each Party shall remain at all times fully liable for its responsibilities under this Agreement. (c) 4DMT and uniQure shall conduct the Research Program in accordance with all applicable Laws, including, if and as applicable, Good Laboratory Practices. Each Party hereby certifies that it will not employ or otherwise use in any capacity in performing any activity hereunder the services of any person or entity known to it to be debarred under 21 USC §335a. (d) If the JRSC determines that it is desirable to transfer the AAV Capsid Variant Libraries into baculovirus, then prior to such transfer, the Parties will negotiate in good faith an amendment to this Agreement specifying the allocation of ownership of Materials, Know-How, and Patent Rights. Except as otherwise agreed by the Parties in writing, in no event shall 4DMT transfer the 4DMT AAV Capsid Variant Libraries to uniQure, and in no event shall uniQure transfer its baculovirus insect cell manufacturing Know-How to 4DMT.

Conduct of the Research Program. RiboGene and Dainippon will conduct the Research Program under the direction of the Research Committee.

Conduct of the Research Program. (a) Subject to the terms and conditions set forth herein, the Parties agree to conduct research in accordance with the Research Program, which shall be funded as set forth in Section 5.2. Genethon and Audentes shall collaborate and conduct the Research Program in accordance with the Development Plan within the time schedules contemplated therein and shall keep each other informed as to the progress and results of the Research Program hereunder. (b) Given the experimental nature of the activities to be conducted under the Research Program, it is expected that the Parties shall conduct the activities for which they are responsible in conformance with that level of care and skill ordinarily exercised by other professionals in similar circumstances and in compliance with applicable laws and regulations but it is acknowledged that neither Party represents and warrants that the activities for which they are responsible will be successful. The Parties shall use commercially reasonable efforts to achieve the objectives set out in the timelines attached to the Development Plan, but neither Party represents or warrants that it will successfully achieve these objectives. Each Party shall notify the other promptly in the event it becomes aware of any fact or circumstance which is likely to delay the performance of the Development Plan activities.

Conduct of the Research Program. During the Research Term, Alexion (itself or with or through its Affiliates) shall conduct at its expense research activities, including performing human clinical trials (but subject to the limitations herein), relating to the incorporation of Xencor Fc Domains into Target Compounds (the “Research Program”); provided, however, that Alexion (and its Affiliates) shall not have the right to advance any Product beyond completion of one initial multi-dose human clinical trial without exercising a Commercial License with respect to such Product. Alexion acknowledges that Xencor is not granting to Alexion any licenses under the Xencor Technology to conduct research activities other than those set forth herein. The Research Program shall be conducted by or on behalf of Alexion and its Affiliates and Sublicensees in a good, scientific manner in compliance with all applicable laws and regulations and in accordance with the terms and conditions set forth in this Agreement. Inventorship of inventions shall be determined in accordance with U.S. patent laws. Alexion may perform any portion of the Research Program through one or more subcontractors; provided, however that Alexion shall remain responsible for the performance by its subcontractors and the compliance of its subcontractors with the provisions of this Agreement in connection with such performance.

Conduct of the Research Program. 2.5.1 ImmunoGen shall use Commercially Reasonable Efforts to perform its obligations under the Research Program in accordance with the Annual Research Plan. As part of such efforts, during the Research Program Term, ImmunoGen shall [***]the [***]and [***]necessary to carry out its obligations under the Annual Research Plan, and shall make available the [***]of [***]in each year of the Research Program Term as set forth in Section 2.5.3. In furtherance of the foregoing, the Annual Research Plan shall set forth the [***]of [***]and by Calendar Quarter (or partial Calendar Quarter, as the case may be) and shall set a [***]related to the use of Approved Subcontractors by project and by Calendar Quarter (or partial Calendar Quarter, as the case may be). If, at any time during the Research Program Term, ImmunoGen determines that either the [***]of [***]for a particular Calendar Quarter or the costs related to the use by ImmunoGen of Approved Subcontractors for a particular Calendar Quarter or for the Contract Year is expected to exceed the number or costs set forth in the Annual Research Plan for such Calendar Quarter or for the Contract Year by [***]([***]) or more, ImmunoGen shall convene a special meeting of the Joint Research Committee. The Joint Research Committee shall then determine whether to [***]the use of such [***]or such additional Approved Subcontractor services or whether to [***]the [***]to be[***], such that such [***]or [***]related to the use by ImmunoGen of Approved Subcontractors are[***]. Such determination of the Joint Research Committee shall be set forth in a revised Annual Research Plan as a revised work plan or budget, as the case may be. To the extent agreed to by the Joint Research Committee, [***]may be allocated by the Joint Development Committee to Development activities relating to Collaboration Products or Licensed Products. Subject to ImmunoGen’s right to receive the funding described in Section 2.5.3 below, ImmunoGen shall have the responsibility, at its sole cost and expense, of paying the [***]and [***]of its[***], including any [***]conducting [***]under the Research Program. Except as otherwise provided herein, Aventis shall have no liability as a result of its [***]hereunder to [***]for any[***], [***], [***], [***], [***]and [***]and [***]and [***]incurred by [***]and [***]with the[***]. 2.5.2 During the Research Program Term, Aventis shall use Commercially Reasonable Efforts to perform its obligations under the Research...

Conduct of the Research Program. The conduct of the Research Program shall be the primary responsibility of Osiris with participation by Novartis and its Affiliates. The Research Program shall be conducted in compliance, where required, with Good Laboratory Practice, and in all material respects with applicable legal requirements, to attempt to achieve efficiently and expeditiously its objectives described in the work plan set forth in Schedule C hereto. Osiris and Novartis shall proceed diligently with the work set out in the Research Program by using their respective good faith efforts considering, in the case of Osiris, the funding received from Novartis.

Conduct of the Research Program. 2.1.1 VirBio shall conduct the Research Programs at its expense and discretion. For each Research Program, the applicable Licensed Product will incorporate the applicable lead Licensed Compound in such Research Program. VirBio shall have the right, with prior written notice to Xencor, to replace the lead Licensed Compound with a back-up Licensed Compound that specifically binds to the same Included Target, at VirBio’s discretion. Such activities will be deemed to be included within then applicable Research Program. For clarity, VirBio will be permitted to [***]; provided, however, that if the backup Licensed Compound is first to achieve any clinical milestone before the lead Licensed Compound for the applicable Research Program, then the payment of the applicable milestone will be due at such time. 2.1.2 VirBio acknowledges that Xencor is not granting to VirBio any licenses under the Xencor Patents to conduct research activities other than those set forth herein. The Research Program shall be conducted by or on behalf of VirBio in a good, scientific manner in compliance with all applicable Laws and in accordance with the terms and conditions set forth in this Agreement. VirBio may perform any portion of the Research Program through one or more subcontractors; provided, however that VirBio shall remain responsible for the performance by its subcontractors and the compliance of its subcontractors with the provisions of this Agreement in connection with such performance.

Conduct of the Research Program. DS hereby grants Zymeworks a license to make, use and otherwise exploit subject matter within the Know-How and Patents Controlled by DS or its Affiliates solely for Zymeworks to perform those activities assigned to it under the Research Program or otherwise cooperate with DS hereunder. The license granted under this Section 2.2.1 shall include the right to sublicense to subcontractors to the extent reasonably necessary to conduct the Research Program; provided that Zymeworks shall be and remain responsible to Zymeworks for the compliance of each such subcontractor with the applicable terms and conditions hereunder.