Common use of Joint Research Clause in Contracts

Joint Research. The parties will cooperate in performance of the Research pursuant to the following terms and conditions: 2.1 Hadasit shall be responsible to procure the performance of the Research in accordance with the Research Program, insofar as it relates to tasks listed in the Research Program under the responsibility of the Principal Investigator (the "PI Tasks"), as follows: 2.1.1 The PI Tasks will be performed in accordance with the Research Program at and with the facilities and materials of HUH. 2.1.1 The PI Tasks will be performed by the Principal Investigator, who may be assisted by skilled staff of HUH under the direct supervision of the Principal Investigator. 2.1.3 The PI Tasks will be performed during the Research Period. 2.1.4 Subject to Section 8.7 below, Hadasit will bear the expenses incurred by it, HUH and the Principal Investigator in the performance of the PI Tasks and any other obligations of Hadasit related to the Research or set forth herein. 2.2 Rosetta shall be responsible to procure the performance of the Research in accordance with the Research Program, insofar as it relates to tasks listed in the Research Program under the responsibility of Rosetta (the "Rosetta Tasks"), as follows: 2.2.1 The Rosetta Tasks will be performed by Rosetta in accordance with the Research Program at and with the facilities and materials of Rosetta. 2.2.2 The Rosetta Tasks will be performed by skilled personal of Rosetta. 2.2.3 The Rosetta Tasks will be performed during the Research Period. 2.2.4 Rosetta will bear the expenses incurred by it in the performance of the Rosetta Tasks and any other obligations of Rosetta related to the Research or set forth herein. 2.3 Each of the parties hereby undertakes to take all reasonable measures in order to ensure that it shall not utilize, in the course of performing its respective tasks under the Research Program, any intellectual property, technology or know-how infringing any third party intellectual property rights. 2.4 During the performance of the Research, the research teams of Rosetta and the Principal Investigator will periodically meet or otherwise be in contact in order to update each other on the progress of the Research, provide information and material regarding interim Results, and in order to coordinate further Research activities. Each party shall prepare and maintain detailed records of , and regularly and reasonably promptly disclose in writing to the other Parties in reasonable detail, any and all inventions created, invented, developed, conceived or reduced to practice by or for such Party (including by its employees, affiliates, agents and consultants) in connection with the Research Program. 2.5 The parties shall exchange final written reports regarding the Results they respectively achieved in the course of performance of the Research, by not later than thirty (30) days following the end of the Research Period. Hadasit will further provide Rosetta with any and all required documentation, information and material related to the Results achieved by the Principal Investigator, in such manner as will enable Rosetta to utilize an commercialize the Results pursuant to the terms of the License set forth herein. 2.6 The parties, including the Principal Investigator and his research team, will further cooperate, to the extent requested by Rosetta, in order formalize joint documentation describing the Results, and in order to provide any other document or information which may be required in order to file Joint Patents. 2.7 Either party may conduct additional research projects, independently or with other third parties in parallel to or following the Research and nothing in this Agreement shall prevent the parties from engaging in any additional research, provided that it fulfills its obligations hereunder. 2.8 Hadasit represents and warrants that it is legally authorized and entitled to assume all responsibilities under this Agreement, including pertaining to any undertaking related to or obligating the Principal Investigator, the HUH and the HMO, as the case may be. 2.9 If Dr. Eithan Galum ceases to serve as a Principal Investigator for any reason, Hadasit shall promptly notify Rosetta and use its best efforts to replace him by a substitute of similar experience and expertise within 30 days of such notice, and Rosetta may terminate this Agreement if it does not approve such substitute within 60 days from the date of such notice or I no such substitute is not fund within such time.