Examples of ARCHEMIX Research Activities in a sentence
This Termination Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties.
Following the receipt by ARCHEMIX of each such Additional Research Request, ARCHEMIX shall use Commercially Reasonable Efforts to conduct the Requested ARCHEMIX Activities and/or ARCHEMIX De Novo Research Activities and MERCK shall fund the conduct of such ARCHEMIX Research Activities and/or the ARCHEMIX De Novo Research Activities in accordance with Section 6.4.1(b).
Upon MERCK’s exercise of a Compound Candidate Option with respect to a Compound Candidate that is a Development Candidate, MERCK shall be [***] for [***] costs and expenses incurred by ARCHEMIX in conducting ARCHEMIX Research Activities with respect to such Compound Candidate.
The Parties further acknowledge and agree that there is a [***]that [***] will [***] for the [***] and that the Parties shall promptly, but in no event later than [***] months from the initiation of ARCHEMIX Research Activities against any such Program Target, evaluate the need to replace each such Program Target with a Pre-approved Replacement Target.
In the event that ARCHEMIX is unable to provide any of ARCHEMIX Research Activities hereunder as a result of a change in the scope of rights conveyed to ARCHEMIX under the ARCHEMIX-Gilead License Agreement, then, to the extent such ARCHEMIX Research Activities are material to the conduct of the Research Program, such occurrence shall be a material breach of this Agreement by ARCHEMIX.
If, during the Term of this Agreement, ELAN determines in its sole discretion that it is necessary or advisable to purchase Dedicated Equipment in order for ARCHEMIX to perform any ARCHEMIX Research Activities under the Research Program, then ELAN shall provide ARCHEMIX with written notice of such determination, and ARCHEMIX shall provide ELAN with the estimated price for such purchase and quality parameters for such Dedicated Equipment, for ELAN’s approval of such price and features.
As promptly as practicable after designation of a new Program Target in accordance with Section 3.5.1(d), the JPT shall (i) develop and submit to the JSC for its approval the OLSC and DCSC for such new Program Target and (ii) prepare an update to the Annual Research Plan to include the ARCHEMIX Research Activities to be conducted to identify Lead Compounds against such new Program Target for potential nomination as an Optimized Lead Compound.
To the extent that any Quarterly Reconciliation Statement indicates that ARCHEMIX expended FTEs on ARCHEMIX Research Activities and ARCHEMIX Additional Activities in excess of the number of FTEs required by the Minimum Funding Commitment that were authorized by TAKEDA under the Annual Research Plan or otherwise authorized in writing by TAKEDA, then within [***] days of receipt of such Quarterly Reconciliation Statement, TAKEDA will compensate ARCHEMIX for such additional FTEs at the FTE Rate.
For the first three (3) Program Targets, ARCHEMIX shall insure that ARCHEMIX Research Activities are initiated at a rate of [***] Program Target per Fiscal Quarter with [***] Program Target being initiated, to the extent possible, within [***] days of the Effective Date.
ARCHEMIX shall keep complete and accurate books and financial records pertaining to the number of FTEs utilized in conducting ARCHEMIX Research Activities and/or ARCHEMIX Additional Activities, if any, which books and financial records shall be kept in accordance with GAAP and shall be retained by ARCHEMIX for [***] years after the end of the Fiscal Year to which they pertain.