Research Program and Tail Period Sample Clauses

The "Research Program and Tail Period" clause defines the duration and scope of a research collaboration, including the main research phase and an additional period following its conclusion, known as the tail period. During the research program, parties typically conduct agreed-upon research activities, while the tail period allows for the completion of ongoing work, final reporting, or the exercise of certain rights, such as intellectual property claims, that arise from the research. This clause ensures that both parties have clear expectations regarding the timeline for research activities and the handling of results or obligations that may extend beyond the formal end of the research program, thereby preventing disputes and facilitating orderly project closure.
Research Program and Tail Period. Subject to the other terms of this Agreement, Targacept shall, and hereby does, grant to AstraZeneca, with effect on the Effective Date, a co-exclusive (with Targacept and its Affiliates), royalty-free, worldwide license, without the right to grant sublicenses (except to its Affiliates and as reasonably necessary in connection with any engagement by AstraZeneca of a Third Party to conduct work in the Research Program or any Additional Research Program as permitted in Section 4.1), during the Research Program Term and the Tail Period, under Targacept Technology and Targacept Patent Rights and Targacept’s interest in Joint Technology and Joint Patent Rights, solely to conduct the AstraZeneca Research Activities. For purposes of clarity, the co-exclusivity granted by Targacept under this Section 8.1.1 is limited to the sole purpose referenced in the preceding sentence and shall have no effect on Targacept’s ability to Exploit Targacept Technology, Targacept Patent Rights and Targacept’s interest in Joint Technology and Joint Patent Rights for any other purpose, to the extent permitted by Section 8.6 and consistent with the exclusive and co-exclusive grants set forth in this Agreement.
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Research Program and Tail Period. (a) If, during the Research Program Term or the Tail Period, NGM (or its Affiliates) acquires a Third Party that is, or in the event of a Change of Control involving NGM (or any of its Affiliates) where the Acquiror (or any of its then-Affiliates) is, researching, developing, manufacturing or otherwise has any rights to any compound that Modulates a Collaboration Target that has reached a stage that [*] (for clarity, if such program has not reached such stage, then Section 14.4.2(c) shall control), then the Acquiror (or NGM, as applicable) will within [*] after the effective date of such Change of Control or acquisition, as applicable, be required to elect one of the following: (i) provide Merck with data demonstrating that [*] or [*] that [*], in which case the Acquiror (or NGM, as applicable) may continue such program independent of this Agreement; (ii) notify Merck in writing that it is deeming [*] and [*], in which case such antibodies, peptides or other large molecule or small molecule compounds shall be deemed for all purposes under this Agreement to be Collaboration Compounds, subject to the milestones, royalties and other payments that accrue thereon under this Agreement in the event Merck exercises the Merck Option with respect thereto, and subject in such event to the NGM Option with respect thereto (as and to the extent available with respect to such Collaboration Compound); (iii) notify Merck in writing that it is [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. planning to divest such program (provided, however, that if such program is not divested within [*] thereafter, then subsection (ii) will apply to such program unless the Acquiror (or NGM, as applicable) discontinues such program until the end of the Research Program Term and the Tail Period, if any, and provides written notice thereof to Merck before the end of such [*] period); or (iv) notify Merck in writing that NGM will, and hereby does, transfer to Merck, in accordance with Section 14.4.2(b), all Collaboration Compounds that Modulate such Collaboration Target that is then subject to the obligations of Section 4.5.1 or Section 4.5.2, in a manner that satisfies the applicable Physiologically Relevant Threshold (collectively, “Transferred Compounds”). Notwithstanding the foregoing, if any Collaboration ...
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Related to Research Program and Tail Period

  • Research Term The Research Program will be carried out during the two (2) year period following the Effective Date, unless this Agreement is terminated in accordance with Article 13 (such period, as may be extended pursuant to this Section 3.2, being the “Research Term”). BMS shall have the option to extend the Research Term for three (3) additional one (1) year periods on a year-by-year basis after the initial two (2) year period. At least one hundred eighty (180) days prior to the scheduled expiration of the Research Term (i.e., the applicable anniversary of the Effective Date) BMS will provide Ambrx with a nonbinding, good faith indication of whether or not BMS intends to extend the Research Term. In order to exercise its option to extend the Research Term, BMS must provide Ambrx a written notice exercising BMS’ option to extend the Research Term at least ninety (90) days prior to the scheduled expiration of the Research Term (i.e., the applicable anniversary of the Effective Date). If BMS does not provide such written notice, the Research Term will end when scheduled (i.e., on the applicable anniversary of the Effective Date). For each extension of the Research Term, subject to Section 3.4, the JRC will prepare an update to the Research Plan which will include an updated Budget for the BMS-funded Ambrx FTEs to perform the work required under such Research Plan and the projected Third Party Costs.

  • Research Program The term “

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Development Program A. Development activities to be undertaken (Please break activities into subunits with the date of completion of major milestones) B. Estimated total development time

  • Development Period The Contractor may commence pre-construction activities like utility shifting, boundary wall construction or any other activity assigned to the Contractor by the Authority to enable construction of the Project Highway immediately after signing of the Agreement, to the extent that such work is ready for execution. The Parties agree that these works may be taken up and completed to the extent feasible by the Contractor, before declaration of the Appointed Date, but no claim against the Authority for delay shall survive during this period and that the undertaking of these works by the Contractor shall not count towards the Scheduled Construction Period of the project which starts counting only from the Appointed Date. No construction activity of the Project Highway shall be undertaken during the development period.