Array Responsibilities Clause Samples

Array Responsibilities. Array shall with due diligence provide the following services and resources to ICOS and conduct the following activities in accordance with the Optimization Plan: (a) During the Optimization Period, Array shall (i) review data and information regarding Active Targets and lead compounds provided by ICOS; (ii) based on such data and information design Daughter Libraries and optimize the lead compounds supplied by ICOS and (iii) synthesize compounds as provided in Section 6.3 below; (b) During the Optimization Period, Array shall keep ICOS regularly informed of its activities performed in connection with the Optimization Program, including, without limitation, providing ICOS with data and information (and, upon ICOS's written request, reasonable quantities of samples pursuant to Section 6.3) regarding the status of Array's work on Optimization Compounds under the Optimization Plan; [ * ] = 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. (c) Subject to Sections 3.3, 4 and 7, and at all times during the Optimization Period, Array shall [ * ].
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Array Responsibilities. Array shall with due diligence provide the following services and resources to ICOS and conduct the following activities in accordance with the Optimization Plan: (a) During the Optimization Period, Array shall (i) review data and information regarding Active Targets and lead compounds provided by ICOS; (ii) based on such data and information design Daughter Libraries and optimize the lead compounds supplied by ICOS and (iii) synthesize compounds as provided in Section 6.3 below; (b) During the Optimization Period, Array shall keep ICOS regularly informed of its activities performed in connection with the Optimization Program, including, without limitation, providing ICOS with data and information (and, upon ICOS's written request, reasonable quantities of samples pursuant to Section 6.3) regarding the status of Array's work on Optimization Compounds under the Optimization Plan; [ * ] = 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. 7 (c) Subject to Sections 3.3, 4 and 7, and at all times during the Optimization Period, Array shall assign a project team ("Project Team"), to conduct Array's activities under the Optimization Plan. The initial Project Team shall consist of [ * ] Array FTEs, unless changed according to Section 7.1(b).
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Array Responsibilities. Array shall use reasonable efforts to perform the Research Program, in view of the Array personnel resources to be devoted to the Research Program in accordance with the Research Plan, with the goal of generating Compounds from the Scaffolds and/or the screening results of Compounds fed back from Takeda which may be antagonists against [***], and providing necessary amount of such Compounds, together with related information including without limitation, structural information to Takeda for screening in order to identify Lead Compounds in accordance with the Research Plan. Array shall purify each synthesized Compound to at least [***] purity, as analyzed by liquid chromatography-mass spectroscopy, and to provide Takeda with at least [***] of each Compound to enable Takeda to conduct its activities under the Research Plan. Risk of loss for and title to the Compounds provided by Array to Takeda under this Agreement shall pass from Array to Takeda upon delivery by Array to the shipping agent in the United States designated by Takeda. During the Research Program, Array will provide [***] FTEs to conduct the Research Program, or such greater number as the parties may agree.
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Array Responsibilities. During the Research Term, Array shall make the following resources available in connection with the Research Collaboration activities to be performed by Array, as specified in the Research Plan: (a) Screening of compounds against Targets; (b) Initial drug discovery, including lead generation and lead optimization; [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED OF REDACTED PORTIONS (c) in vitro and ex vivo metabolite profiling; (d) Medicinal and combinatorial chemistry; and (e) All materials, equipment and facilities used for the preparation and testing of Compounds, and the handling and disposal of any waste material generated by Array during the performance of the Research Collaboration. Array covenants that the materials, equipment and facilities to be used by Array under this Agreement shall be of the same quality as Array in its experience and best scientific judgment uses in its own research of similar nature. In performing its obligations under the Research Collaboration, Array shall use such of its available Diversity Library Compounds as Array reasonably deems necessary or useful for lead generation. During the Research Term, Array shall provide to Vertex such Array Technology as may be reasonably necessary for Vertex to carry out research activities in furtherance of the Research Collaboration. During the term of the Research Collaboration and thereafter until termination of the Agreement, Array agrees that, as reasonably requested by Vertex, at Vertex's expense, appropriate individuals shall be available to assist and consult with Vertex in connection with the Licensed Technology. Such assistance and consultation by Array may be by means of personal visits, correspondence or telephone discussions.
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Array Responsibilities. During the Research Term, Array shall make the following resources available in connection with the obligations as specified in the Research Plan: (i) Review data and information, including SAR Information, regarding the Active Targets, screening hits and lead compounds provided by ICOS; (ii) Based on data and information, including SAR Information, regarding the Active Targets, screening hits and lead compounds provided by ICOS, use computational and structural biology to construct IDAS Focus Libraries and optimize the screening hits and lead compounds supplied or identified by ICOS; (iii) Validate and optimize such Compounds having activity against each Active Target; (iv) Perform such computational and medicinal chemistry as necessary for the construction of Drug Development Candidates; and (v) Evaluate most potent antagonists via pharmacokinetic analysis and metabolite profiling. In performing its obligations under (ii) above, [***].
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Array Responsibilities. Array shall with due diligence provide the following services and resources to ICOS and conduct the following activities in accordance with the C3 Optimization Plan: (a) During the C3 Optimization Period, Array shall (i) review data and information regarding the Active Target and lead compounds provided by ICOS; (ii) based on such data and information design Daughter Libraries and optimize the lead compounds supplied by ICOS; (iii) synthesize compounds as provided in Section 5.3 below; (iv) develop and optimize high throughput primary and secondary (selectivity) kinase screens and (v) and initiate pre-clinical predictive metabolism and toxicology profiling of C3 Optimization Compounds and Optimization Compounds (as per the Lead Optimization Agreement between Array and ICOS, dated December 22, 1999). (b) During the C3 Optimization Period, Array shall keep ICOS regularly informed of its activities performed in connection with the C3 Optimization Program, including, without limitation, providing ICOS with data and information (and, upon ICOS's written request, reasonable quantities of samples pursuant to Section 5.3) regarding the status of Array's work on C3 Optimization Compounds under the C3 Optimization Plan. (c) Subject to Sections 2.3, 3 and 6, and at all times during the C3 Optimization Period, Array shall [ * ].
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Related to Array Responsibilities

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  • University Responsibilities 4.1 The University will provide a room accommodation to The Resident for a period of one academic year or the portion of the academic year remaining when occupancy begins (limited to the subsequent fall and spring semesters) exclusive of the Winter Recess period unless The Resident is assigned to a facility that remains open during this time or is approved to live on-campus during Winter Recess. Services provided by the University begin on the official check-in dates for the specific area and include access to the assigned building and room. 4.2 In accordance with University policy, the University will provide staff that will help facilitate a living experience that complements the academic mission of the University. 4.3 Exclusive of unanticipated weather events and building system failures that may disrupt service and subject to the availability of applicable resources, the University will provide adequate light, heat, electricity, hot water and telecommunication services (limited to video and internet connection) to residents. Student rooms shall be furnished.

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