Common use of Conduct of the Research Clause in Contracts

Conduct of the Research. (a) The Research will be managed and directed by the JRC, as provided in Article 4 hereof. (b) During the course of the Research, each Party shall disclose to the other the Know-How and patent applications of such Party as the other Party reasonably needs to conduct its obligations and assigned tasks under the Research Plan. All work conducted by either Party in the course of the Research shall be completely and accurately recorded, in sufficient detail and in good scientific manner, in separate laboratory notebooks distinct from other work being conducted by the Parties. On reasonable notice, and at reasonable intervals, each Party shall have the right to inspect and copy all such records of the other Party reflecting Research Technology or work done under the Research, to the extent reasonably required to carry out its respective obligations and to exercise its respective rights hereunder. Notwithstanding Section 1.8, all such records shall constitute Confidential Information of the Party creating such records. The Parties acknowledge and agree that neither Party guarantees the success of the Research tasks undertaken hereunder. (c) In order to protect the Parties' patent rights under U.S. law in any inventions conceived or reduced to practice during or as a result of the Research, each Party agrees to maintain a policy which requires its employees to record and maintain all data and information developed during the Research in such a manner as to enable the parties to use such records to establish the earliest date of invention and/or diligence to reduction to practice. At a minimum, the policy shall require such individuals to record all inventions generated by them in standard laboratory notebooks which are dated and corroborated by non-inventors on a regular, contemporaneous basis.

Conduct of the Research. (a) The Research will be managed Promptly after the Effective Date and directed by the JRC, from time to time as provided in Article 4 hereof. (b) During necessary during the course of the ResearchResearch Program, each Party shall will disclose to the other the Know-How and patent applications Patent Rights of such Party as the other Party reasonably needs to conduct its obligations and assigned tasks under assigned in the Research Plan. All work conducted by either Each Party shall conduct its activities assigned in the course of the Research shall be completely and accurately recorded, Plan in sufficient detail and in a good scientific manner, and in separate compliance in all material respects with the requirements of applicable laws and regulations and with applicable good laboratory notebooks distinct from practices and good manufacturing practices, to attempt to achieve its objectives efficiently and expeditiously. Each Party shall maintain laboratories, offices and all other work being conducted facilities reasonably necessary to carry out the activities to be performed by such Party pursuant to the PartiesResearch Plan. On reasonable notice, In conformity with standard pharmaceutical and at reasonable intervalsbiotechnology industry practices and the terms and conditions of this Agreement, each Party shall have prepare and maintain, or shall cause to be prepared and maintained, complete and accurate written records, accounts, notes, reports and data with respect to activities conducted pursuant to the right to inspect and copy all such records Research Program and, upon the other Party's written request, shall send legible copies of the other Party reflecting Research Technology or work done under the Research, aforesaid to the extent reasonably required to carry out its respective obligations and to exercise its respective rights hereunderother Party. Notwithstanding Section 1.8, all such records shall constitute Confidential Information of the Party creating such records. The Parties acknowledge and agree that neither Party guarantees the success of the Research tasks undertaken hereunder. (c) In order to protect the Parties' patent rights under U.S. law in any inventions conceived or reduced to practice during or as a result of the ResearchUpon reasonable advance notice, each Party agrees to maintain a policy which requires make its employees and non-employee consultants reasonably available at their respective places of employment to record and maintain all data and information developed consult with the other Party on issues arising during the Research Program and in such a manner as to enable the parties to use such records to establish the earliest date of invention and/or diligence to reduction to practice. At a minimumconnection with any request from any regulatory agency, the policy shall require such individuals to record all inventions generated by them in standard laboratory notebooks which are dated including, without limitation, regulatory, scientific, technical and corroborated by non-inventors on a regular, contemporaneous basisclinical testing issues.