Common use of Conduct of the Research Clause in Contracts

Conduct of the Research. (a) The Research activities shall be carried out in accordance with a written research plan, timeline and budget (“Research Plan”), as may be amended from time-to-time, to be prepared and approved by the Committee. The Research Plan shall detail the objectives of the applicable Project(s), and for each Project to be conducted in connection with the Research: activities to be performed, resources that will be utilized (staffing, facilities, capital equipment, etc.), deliverables, budgets and associated timelines for the foregoing. If the Committee is unable to prepare a Research Plan that is reasonably acceptable to both of Institute and Sponsor, [***]. Institute and Sponsor will each use commercially reasonable efforts to carry out their respective research and development activities as promptly as practicable in accordance with the Research Plan. (b) Institute shall use commercially reasonable efforts to make available the resources necessary to conduct the Projects in accordance with the Research Plan including, without limitation, those set forth on Attachment B. (c) The Institute has and will utilize for the conduct of the Projects under the Research Plan sufficient and qualified personnel, and appropriate facilities and equipment to perform the Research in a professional and competent manner, and will use commercially reasonable efforts to perform the Research under the Research Plan in a timely manner in accordance with such Research Plan and its timeline(s) and budget, and in accordance with all applicable federal and state statutes, and all applicable ordinances and regulations. (d) Sponsor acknowledges that the Research contemplated under this Agreement will require funding from the United States Government. No funds from any corporate or commercial entity other than Sponsor will be used to fund any Project(s) subject to the Research Plan without the prior written consent of Sponsor. Other than as further approved in writing by Sponsor or as provided for herein below, Institute shall not accept or utilize funding from a third party other than the United States Government (“Third Party Funding”) or collaborate on the Research under a Research Plan with any third party other than the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Cancer Research Center and its affiliated entities in a manner that would provide any third party ownership of or a license to any inventions first conceived or reduced to practice in the performance of a Research Plan under this Agreement (“Inventions”) and/or Improvements (as defined below) for which Sponsor has an option to license, subject to the following: (i) If the Research is funded under a federal award the United States Government will have rights to resulting inventions (including Improvements and Other Inventions and rights relating to Biological Materials) in accordance with federal law and any implementing regulations issued by the awarding agency, and the United States Government will retain certain rights in inventions funded in whole or in part under any contract, grant, or similar agreement with a federal agency (all options and licenses under this Agreement shall be subject to those United States Government rights); (ii) On a case-by-case basis, the parties will discuss in good faith the use of Third Party Funding by Institute even if that Third Party Funding requires use of Inventions and/or Improvements for which Sponsor has an option to license if such Improvements are intended for use in the developing world, for charitable purposes or for pediatrics; provided no such Third Party Funding will be utilized to conduct any portion of the Research under a Research Plan without the further express written consent of Sponsor.