Basic Provisions of Program Clause Samples
The "Basic Provisions of Program" clause defines the fundamental terms and conditions that govern the operation and administration of a specific program. It typically outlines the program's purpose, scope, eligibility requirements, and key responsibilities of the parties involved. For example, it may specify who can participate, the duration of the program, and the general rules that must be followed. This clause serves to establish a clear framework for the program, ensuring all participants understand the essential guidelines and reducing the risk of misunderstandings or disputes.
Basic Provisions of Program. (a) The primary objective of the R&D Program shall be the identification and development of [*****] Enzymes providing enhanced or new properties useful in the [*****]. The Research [*****] indicates the progress expected to occur under this Agreement; namely, from [*****] discovery to [*****] Enzyme to identification of a Licensed [*****]. Once a Licensed [*****] is identified then the License Agreement pertains for the remainder of the [*****].
(b) DIVERSA and DOW shall use their reasonable good faith efforts to conduct the research activities set forth in the [*****] Plans, and to provide Materials as set forth therein. Both Parties shall employ the best methods they know which are legally available to them to perform the [*****] Plans. However, [*****] (which basis must be explained to DIVERSA) about the ability of DIVERSA to [*****], then DOW may request a modification to the [*****] Plan. DOW accepts that this could effect the ability to obtain the desired [*****] Enzyme(s) for the [*****].
(c) The Research [*****] and Research [*****], both in [*****], are defined in the [*****] Plans in [*****], as amended from time to time by the RMC in its written minutes.
(d) In carrying out the R&D Program, DIVERSA shall devote [*****] FTEs per year for each of the [*****] years of the Research Term ("Staffing Level"), and DOW shall pay DIVERSA for the services of such FTEs as set forth herein. At the request of DOW, DIVERSA will in good faith consider and discuss proposed increases or decreases to the Staffing Level with adjustments in payments. Notwithstanding the foregoing or anything contained herein to the contrary, that the Staffing Level shall remain at [*****] FTEs, unless the Parties, in each Party's sole discretion, agree in writing to increase or decrease the Staffing Level. Any increase or decrease to the Staffing Level agreed to by the Parties shall be [*****] in the relevant [*****] Plan for each Research [*****] or Research [*****] and the budget associated with such [*****] Plan. Unless previously consented to in writing by DOW, the budget for the [*****] Plan for each Research [*****] and Research [*****] shall remain within the funding proposed in Section 4. No more than [*****] times per Research Term year, DOW shall have the right to audit, at its expense, during regular business hours at DIVERSA's place of business and, if conducted at different sites also where the work is performed, both for the technology development and FTEs assigned to ...
Basic Provisions of Program. (a) The objective of the Research Program will be for CURAGEN to generate and deliver to BIOGEN Project Data Sets by performing Research Projects utilizing BIOGEN Proprietary Material. CURAGEN shall use commercially reasonable efforts to perform such tasks as are set forth in the Research Plan, including use of its functional genomics technologies (including GeneScape(R), QEA/GeneCalling, MIM/PathCalling and all additional services provided by CURAGEN) and the provision of such facilities and materials (other than BIOGEN Proprietary Material), equipment and consultants as it deems necessary to the achievement of such Research Plan and shall deliver each Project Data Set to BIOGEN using the GeneScape(R) database and software. In carrying out the Research Program, CURAGEN shall devote an average of at least [XXXXXXXX] FTEs per year to the Research Program over its five year duration (the "Staffing Level") unless BIOGEN and CURAGEN have agreed on a change in the Staffing Level as provided in (b) below.
(b) BIOGEN may request an increase in the Staffing Level of up to [XXX XXX] additional FTEs per year to be devoted to the Research Program, subject to the agreement of CURAGEN. CURAGEN will use commercially reasonable efforts to increase the staffing level if mutually agreed as promptly as practical. Once the Staffing Level is increased, it may not be decreased during the following [XXXXXXXXX] period without the consent of CURAGEN, which consent shall not be unreasonably withheld.
(c) BIOGEN shall have the right, at BIOGEN's expense, to have an independent certified public accountant review CURAGEN's accounting records for the purpose of verifying the allocation of the required number of FTE's to the Research Program.
Basic Provisions of Program. (a) The objective of the Research Program will be to generate Project Data Sets by performing Research Projects utilizing GENENTECH Proprietary Material. CURAGEN and GENENTECH shall each use commercially reasonable efforts to 10 perform such tasks as are set forth in the Research Plan, including the provision of such facilities, samples and materials (including GENENTECH Proprietary Material), equipment and consultants as each deems necessary to the achievement of such Research Plan. In carrying out the Research Program, CURAGEN shall devote an average of at least [XXXXX] FTEs per year to the Research Program over its five year duration (the "Staffing Level") unless GENENTECH and CURAGEN have agreed on an increase in the Staffing Level as provided in (b) below.
(b) GENENTECH may request an increase in the Staffing Level of up to [XXXXX] additional FTEs per year to be devoted to the Research Program, subject to the agreement of CURAGEN. CURAGEN will use commercially reasonable efforts to increase the staffing level if mutually agreed as promptly as practical. Once the Staffing Level is increased, it may not be decreased [XXXXX] without the consent of CURAGEN, which consent may be withheld at CURAGEN's sole discretion.
Basic Provisions of Program. (a) The primary objective of the R&D Program shall be the identification and development of Enzymes as Licensed Enzymes providing enhanced or new properties useful in the Project Field.
(b) DIVERSA and TDCC shall use their reasonable good faith efforts to conduct the research activities set forth in the Work Plans, and to provide Materials and Enzymes as set forth therein. Both Parties shall employ the best methods they know which are legally available to them to perform the Work Plans.
(c) In carrying out the R&D Program, in accord with the Work Plans, DIVERSA shall devote such number of FTEs during the Research Term ("Staffing Level") as specified in the Work Plans, as such Work Plans are amended hereunder from time to time, and as set forth herein, and TDCC shall pay DIVERSA for the --------------------------- * CONFIDENTIAL TREATMENT REQUESTED -4- services of such FTEs as set forth herein. [***] Notwithstanding the foregoing or anything contained herein to the contrary, DIVERSA shall not be obligated to devote more FTEs within any Project Field within the Work Plans than is budgeted and paid for in advance of such Work Plans by TDCC pursuant to Section 4.4.2, regardless of whether the objectives of the Project Field and/or Work Plans are achieved at all or within the periods expected from the Work Plans.
(d) DIVERSA and TDCC shall use commercially reasonable efforts to perform the tasks set forth in the Work Plans, and to provide the facilities, materials and equipment necessary to perform the research activities set forth in the Work Plans.
(e) DIVERSA and TDCC shall perform all work in accordance with the Work Plans, and if it is deemed necessary by a Party, as mutually agreed upon by the Parties, use the services of a Third Party to achieve the requirements of the Work Plan. DIVERSA or TDCC shall do so at its expense without jeopardizing its obligations under this Agreement.
Basic Provisions of Program. (a) The objective of the R&D Program shall be the discovery and characterization of genes associated with plant growth and development, [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]. CURAGEN and PIONEER shall each use commercially reasonable efforts to perform such tasks as are set forth to be performed by it in the Work Plans, including the provision of such facilities, materials (including PIONEER Proprietary Materials), equipment and consultants as each deems necessary to the achievement of such Work Plans. In carrying out the R&D Program, CURAGEN shall devote an average of at least [XXXXXXXX] FTEs per year, including [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] to the R&D Program over its five year duration (the "Staffing Level") unless PIONEER has requested an increase in the Staffing Level as provided in (b) below. At least one FTE, who shall be an individual reasonably acceptable to PIONEER, shall be devoted to the R&D Program on a full-time basis.
(b) PIONEER may, at its sole discretion, request an increase in the Staffing Level of up to [XXXXXX] additional FTEs per year to be devoted to the R&D Program by giving [XXXXXXXXXXXXXX] prior notice to CURAGEN, which notice may not be given more than [XXXXXXXXXXXXXXXXXXXXXXX]. CURAGEN will use commercially reasonable efforts to increase the staffing level as requested as promptly as practical. Once the Staffing Level is increased, it may not be decreased during the Research Term without the consent of CURAGEN, which consent may be withheld at CURAGEN's sole discretion.
Basic Provisions of Program. The objective of the Research Phase of the R & D Program shall be the discovery and characterization of Accepted Targets in areas covered by the four Activity Profiles contained in Exhibit 1 and any other Activity Profiles designated by the JSC from time to time. The objective of the development phase of the R & D Program shall be the development of Compounds receiving Pre-Project Status designation and the testing and regulatory approval of Antibacterial Products in areas covered by such Activity Profiles. In carrying out the R & D Program, CHEMGENICS shall devote an average of at least [****] full-time equivalent employees per year to the Research Phase of the R & D Program over its five year duration, and shall ensure that a reasonable number of such employees are devoted solely to the R & D
Basic Provisions of Program. (a) The objectives of the R&D Program, as further described in Exhibit A attached hereto, shall be to successfully complete the following phases (each, a “Phase”): I) establish POC in * for the production of DHA using MARTEK’s PKS technology, II) establish POC in commercial crop species *, III) develop a commercial * cultivar, and IV) apply for and obtain regulatory approvals for commercial crop cultivation, and generate sufficient DHA-rich seed to support pre-commercialization studies for a plant-based DHA product and achieve commercial approval.
(b) SEMBIOSYS and MARTEK shall each use commercially reasonable efforts to perform such tasks as are set forth to be performed by it in the relevant Workplan. In carrying out the R&D Program, SEMBIOSYS shall devote such number of FTEs as well as such other scientific resources (facilities, equipment, and materials) as are necessary to perform the R&D Program as set forth in the relevant Workplan or as otherwise agreed to by the parties and approved by MARTEK for any given research period in accordance with the terms hereof.
(c) In the course of performance of the R&D Program, MARTEK shall be primarily responsible for carrying out that portion of the R&D Program that involves supplying enabling PKS technology, which may include certain technology improvements as needed (e.g., *, and MARTEK shall also be responsible for processing and lipid analysis of oil from transgenic plant tissue and seed. SEMBIOSYS shall be primarily responsible for carrying out, at the direction of MARTEK, that portion of the R&D Program involving expressing DHA PKS genes in plants, providing access to specialty crop germplasm and other technology required to complete the R&D Program (e.g., transformation technology for model and commercial hybrid crops), conducting field trials, applying for and obtaining regulatory approvals for commercial *The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission crop cultivation, and establishing an identity preservation supply chain. SEMBIOSYS and MARTEK will each provide to the other any information, materials and technology possessed by each such party that is reasonably necessary to achieve such party’s objectives under the R&D Program.
Basic Provisions of Program. (a) The objective of the Research Program will be to generate Project Data Sets by performing Research Projects utilizing GENENTECH Proprietary Material. CURAGEN and GENENTECH shall each use commercially reasonable efforts to perform such tasks as are set forth in the Research Plan, including the provision of such facilities, samples and materials (including GENENTECH Proprietary Material), equipment and consultants as each deems necessary to the achievement of such Research Plan. GENENTECH may, at its option, propose that the Parties perform up to one (1) new Research Project each Research Quarter, which proposal shall be approved and conducted in accordance with Section 2.1.3 of this Agreement. In carrying out the Research Program, CURAGEN shall devote a number of FTEs to the Research Program as is sufficient to enable it to complete all Initial Research Projects and also to initiate one (1) new Research Project per Research Quarter, commencing on July 1, 2000, up to a maximum of ten (10) new Research Projects in the aggregate, and to complete such new Research Projects
(b) In the event that GENENTECH does not elect to propose a new Research Project for one or more Research Quarters, GENENTECH may defer such proposal(s) for a subsequent Research Quarter or Research Quarters, subject to the agreement and ability of CURAGEN to devote the number of FTE’s required to initiate such additional Research Projects in such subsequent Research Quarter(s). GENENTECH shall also have the right, with the agreement of CURAGEN, to accelerate its new Research Project proposals hereunder such that more than one new Research Project is initiated in any one Research Quarter, provided that, for each Research Project so accelerated in any Research Quarter, GENENTECH, either at or prior to the time of such agreement, pays the $[*******] research payment described, in Section 3.3 below, in advance for such Research Quarter.