Discovery Program Clause Samples

Discovery Program. (a) From the Effective Date, the objective of the Parties during the Discovery Program is for Regeneron to discover, identify and/or validate Targets from which Regeneron shall select Targets for the Rolling Target List, generate MTCs (and, if agreed to by the JRC, other Antibodies) against Program Targets (including Program Targets that are Sanofi Targets) from which to select Lead Candidates, and develop such Lead Candidates through IND Preparation to offer to Sanofi for joint development and commercialization under the terms set forth herein and in the License and Collaboration Agreement. During the first ten (10) Contract Years, Regeneron will use Commercially Reasonable Efforts to discover, identify and validate Targets as part of the Discovery Program. The Parties will select Targets for the Rolling Target List pursuant to Section 2.4. *****************************************************. Regeneron will use Commercially Reasonable Efforts to generate MTCs (and if agreed by the JRC, other Antibodies) against Program Targets and manufacture preclinical and clinical supplies of the Lead Candidates and Product Candidates for the Discovery Program and Phase 1 Clinical Trials. The JRC will evaluate and prioritize Program Targets. Subject to the JRC’s prioritization of Program Targets, Sanofi’s Target selection and exclusion rights under Section 2.4, and the other terms of this Agreement, Regeneron will have sole responsibility for the design and conduct of all activities under the Discovery Program, including, without limitation, decisions relating to initiation and termination of programs and activities, manufacturing activities, and staffing and resource allocation between different programs and activities in the Discovery Program. The JRC will also prioritize the Antibodies, including MTCs, to be further pursued as Lead Candidates, and Regeneron will commence IND Preparation activities only for those Antibodies, including MTCs, that meet the applicable criteria set forth in Schedule 4. Sanofi shall be responsible for completing relevant portions of Schedule 4 for all Sanofi Targets at the time that such Target is selected for the Rolling Target List to the extent such information is not available at Regeneron. Sanofi, through the JRC, will provide consultation and advice to support Regeneron’s efforts. Neither Regeneron nor Regeneron’s representative on the JRC shall have the right to discriminate against Sanofi Targets without the agreement of Sanofi’...

Discovery Program. During the Option Term, Agios shall be responsible for conducting discovery research activities with the principal goals of (i) identifying and validating Collaboration Targets in accordance with the Validation Criteria, (ii) identifying and discovering Collaboration Compounds that either activate or inhibit through direct binding to a Collaboration Target, (iii) nominating Development Candidates, and (iv) characterizing, optimizing and supporting the pre-clinical Development of Development Candidates, including IND-Enabling Studies; provided that, if Celgene and Agios both consent, Celgene may also be assigned responsibility for some of the foregoing discovery research activities at Agios’ sole expense.

Discovery Program. Each Party agrees to use its commercial best efforts to perform the research discovery program (the Discovery Program) set forth in the scope of work in Attachment I annexed hereto (the Scope of Work) within the time frame designated herein. IAVI will also conduct and fund additional activities supportive of, and related to, the Discovery Program, including collection of donor samples, assay development and assay testing at Monogram Biosciences, activities related to the Program Team (as defined below), and the characterization of the Final MAbs (as defined in the Scope of Work).

Discovery Program. During the Option Term, Array shall be responsible for conducting a discovery research program (the “Discovery Program”).

Discovery Program. 5.1 If Mirati exercises the Option, the Parties will collaborate on a discovery program, pursuant to the Discovery Plan and in accordance with this Article V, with the goal of identifying and developing [***] Clinical Candidates in the Field (herein, the “Discovery Program”).

Discovery Program. During the Option Term, Array and, if directed by the JRC, JDC or JMC and expressly agreed by Celgene in writing, Celgene shall be responsible for conducting a discovery research program with the principal goals of: (i) identifying and discovering Compounds that directly modulate each of the Targets; (ii) characterizing, optimizing and supporting the pre-clinical development of such Compounds; (iii) conducting a Phase I clinical trial and, where applicable under Section 3.7.3 below, a Phase II clinical trial with respect to Compounds that have been designated as Development Compounds pursuant to Section 3.5 below; and (iv) if required pursuant to Section 3.7.4 below, conducting continued preclinical development and potentially a Phase I clinical trial with respect to certain Development Back-Up Compounds (“Discovery Program”). During the Option Term, Array shall, on a Target-by-Target basis, use Diligent Efforts to conduct the Discovery Program with respect to such Target.

Discovery Program. During the Discovery Term, Alnylam shall use Commercially Reasonable Efforts to Discover [**] RNAi Therapeutics directed to JCV that meet the Development Criteria agreed upon by the JSC and included in the Annual Work Plan (the "Discovery Program"). Alnylam shall from time to time notify the JSC in writing that it believes that a particular RNAi Therapeutic directed to JCV Discovered by Alnylam meets the Development Criteria. Upon such notice, the JSC will promptly meet and Alnylam shall provide the JSC with the data and information in its possession and Control regarding the applicable RNAi Therapeutic. Alnylam shall present Biogen Idec with [**] RNAi Therapeutics in accordance with this Section 2.2. Biogen Idec shall have the right to select [**] RNAi Therapeutics presented by Alnylam by written notice to Alnylam. Biogen Idec may make its selection [**] at any time after Alnylam's presentation of the first RNAi Therapeutic to the JSC, but Biogen Idec must identify [**] no later than [**] days after Alnylam's presentation of [**] to the JSC. For avoidance of doubt, if Biogen Idec selects [**] prior to Alnylam's presentation of [**] to the JSC, Alnylam will not be relieved of its obligation to present [**] to the JSC. In the event that Biogen Idec wishes to [**], Biogen Idec shall do so by written notice to Alnylam no later than [**] days after Alnylam's presentation to the JSC of [**].

Discovery Program. 2.3.1 The Discovery Program commenced on [*], and terminated on July 31, 2024. Upon payment in full of the amounts set forth in Section 4.1.3, the Parties acknowledge and agree that any funding or other amounts associated with the Discovery Program due or payable by Licensee to Penn in connection with the Discovery Program have been paid, and that Licensee is under no further funding or payment obligations with respect to the Discovery Program, except for Patent Costs for Discovery Patent Rights. 2.3.2 Penn shall maintain records of the results of the Discovery Program in sufficient detail and in good scientific manner appropriate for patent purposes to properly reflect all work done and results achieved. Within [*] after the expiration of the Discovery Term, Penn will provide to Licensee task-based, scientific reports of the progress and results of the Discovery Program. [*], upon Licensee’s reasonable request and at Licensee’s cost and expense, Penn will disclose and deliver Research Results from the Discovery Program to Licensee, and will use commercially reasonable efforts to provide Licensee with such reasonable additional information (to the extent such information is within Penn’s possession or control) and technical assistance (to the extent individuals with the relevant expertise capable of providing such technical assistance remain at Penn) as may be reasonably needed for Licensee to interpret and use such Research Results from the Discovery Program. Notwithstanding the foregoing, [*], upon Licensee’s reasonable request and at Licensee’s cost and expense, Penn will use commercially reasonable efforts to identify and require any former employees of the ▇▇▇▇▇▇ Lab who were directly involved in the Discovery Program and have remained at Penn to locate and make available to Licensee such reasonable additional information (to the extent such information is within Penn’s possession or control) as may be reasonably needed for Licensee to interpret and use such Research Results from the Discovery Program. Penn shall maintain records of the use of the funds provided by Licensee and shall make such records available to Licensee upon reasonable notice during Penn’s normal business hours, but not more frequently than each anniversary of the First Restatement Date. All Research Results shall be solely and exclusively owned by Penn.

Discovery Program. 2.1 Discovery Program 11 2.2 Term of the Discovery Program 12 2.3 Discovery Plans 12 2.4 Target List 13 2.5 Commercially Reasonable Efforts; Compliance with Laws 14 2.6 Exchange of Information 15 2.7 Further Assurances and Transaction Approvals 15 2.8 Exclusive Discovery Program 15 2.9 Tail Period 18 2.10 Research Licenses; Licenses Generally 18 2.11 Immunoconjugates 18 2.12 Sanofi Target Licenses 18 2.13 Non-Exclusive License to Sanofi 18 2.14 Invention Assignment 19 2.15 Supply of VelociGene® Mice 19 2.16 Option for VelocImmune License 19 2.17 Option for Additional Technologies 19 2.18 Third Party Platform Licenses 19 3.1 The Joint Research Committee 19 3.2 Alliance Management 21 3.3 Resolution of Governance Matters 21 3.4 Obligations of the Parties and their Affiliates 22