Common use of Conduct of Research Program Clause in Contracts

Conduct of Research Program. During the term of the Research Program, each Party shall: (a) undertake an interactive, cooperative Research Program with the other Party as set forth in any Annual Research Plan, and such other activities which, from time to time, the Steering Committee decides is necessary for the commercial success of the Research Program; (b) use all reasonable efforts and proceed diligently to perform the work set out for such Party to perform in the Annual Research Plan, including, without limitation, by using personnel with sufficient skills and experience, together with sufficient equipment and facilities (it being acknowledged that ICAgen shall have no obligation to acquire additional equipment or to expand its facilities in order to perform its obligations under the Research Program), and, with respect to ICAgen, by using its good faith efforts to allocate between [**]and [**]ICAgen scientists per year (measured on a full-time equivalent basis), to carry out ICAgen’s obligations under the Research Program and to accomplish the objectives of the Research Program, with the result that there is an average of [**] ICAgen scientists per year (measured on a full-time equivalent basis) so allocated during the Research Program (it being understood that ICAgen shall not be required to increase the scope of the personnel and other resources that it devotes to the Research Program if the Parties determine pursuant to Section 4.1(a) that ICAgen should screen additional ICAgen Compounds); (c) conduct the Research Program in good scientific manner, and in compliance in all material respects with all requirements of applicable laws, rules and regulations, and all other requirements of any applicable good laboratory practices to attempt to achieve its objectives efficiently and expeditiously; (d) within 30 days following the end of each quarter during the term of the Research Program, furnish the other Party with written reports summarizing all activities conducted by such Party under the Research Program during such quarter and, with respect to ICAgen, a statement setting forth the number of scientists at ICAgen who actually worked on the Research Program during the previous quarter (measured on a full-time equivalent basis); (e) within 30 days following the end of each six-month period during the term of the Research Program and within 30 days following the expiration or termination of the Research Program, furnish the other Party with reasonably detailed, written reports on all activities conducted by such Party under the Research Program during such six-month period or the term of the Research Program, as the case may be; (f) promptly provide an invention disclosure report to the other Party with respect to any Invention or Joint Invention; (g) allow representatives of the other Party, upon reasonable notice and during normal business hours, to visit the facilities of such Party where the Research Program is being conducted, and consult informally, during such visits and by telephone, with such Party’s personnel performing work on the Research Program; and (h) with respect to ICAgen, maintain liability insurance with respect to the work it is performing under the Research Program in such amounts as it customarily maintains with respect to similar research programs, which insurance shall designate BMS as an additional “insured,” and to pay the premiums due thereunder. The terms and conditions of such insurance policy and any and all amendments thereto, as well as the amount insured, shall be submitted for prior approval to BMS, provided that BMS may only disapprove such policy or amendment if it is inconsistent with the terms and conditions customary for such insurance policies of biotechnology companies of similar size and stage of development as ICAgen at that time, and BMS shall receive a copy of any such policy or amendments.

Conduct of Research Program. During the term of the Research Program, each Party shall: (a) undertake an interactive, cooperative Research Program with the other Party as set forth in any Annual the Research PlanPlans, and such other activities whichthat the Joint Steering Committee decides, from time to time, the Steering Committee decides is are necessary for the scientific or commercial success of the Research Program, consistent with Article 4, this Agreement, and the intent of the Parties as evidenced by this Agreement; (b) use all reasonable efforts and proceed diligently to perform the work set out for such Party to perform in under the Annual Research Plan, including, without limitation, by using personnel with sufficient skills and experience, together with sufficient equipment and facilities (it being acknowledged that ICAgen shall have no obligation to acquire additional equipment or to expand its facilities in order to perform its obligations under the Research Program), and, with respect to ICAgen, by using its good faith efforts to allocate between [**]and [**]ICAgen scientists per year (measured on a full-time equivalent basis), to carry out ICAgen’s obligations under the Research Program and to accomplish the objectives of the Research Program, with the result that there is an average of [**] ICAgen scientists per year (measured on a full-time equivalent basis) so allocated during the Research Program (it being understood that ICAgen shall not be required to increase the scope of the personnel and other resources that it devotes to the Research Program if the Parties determine pursuant to Section 4.1(a) that ICAgen should screen additional ICAgen Compounds)facilities; (c) conduct the Research Program in good scientific manner, and in compliance in all material respects with all requirements of all applicable laws, rules and regulations, regulations and all other requirements of any applicable good laboratory practices and using resources consistent with those that such party would dedicate to its own research efforts, to attempt to achieve its the objectives efficiently of the Research Program in a reasonably efficient and expeditiouslyexpeditious manner; (d) within 30 days following the end of each quarter during the term of the Research Program, furnish provide the other Party with written reports summarizing notice of all activities conducted by such Party under significant developments and of all milestones achieved in the performance of the Research Program during such quarter andas they occur, in accordance with respect to ICAgen, a statement setting forth any guidelines established by the number of scientists at ICAgen who actually worked on the Research Program during the previous quarter (measured on a full-time equivalent basis)Joint Steering Committee; (e) within 30 days following the end of each six-month period during the term of the Research Program and within 30 days following the expiration or termination of the Research Program, furnish the other Party with reasonably detailed, written reports on all activities conducted by such Party under the Research Program during such six-month period or the term of the Research Program, as the case may be; (f) promptly provide an invention disclosure report to the other Party with respect to any Invention included in the TOPOTARGET Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technology or Joint InventionCollaboration Technology; (gf) allow representatives of the other Party, upon reasonable notice and during normal business hours, and subject to reasonable restrictions necessary to protect the confidentiality of such Party’s other programs, to visit the facilities of such Party where the Research Program is being conducted, and consult informally, during such visits and by telephone, with such Party’s personnel performing work on the Research Program; and (hg) with respect to ICAgeneach Party, maintain liability insurance with respect to the work it is performing under ensure that all of its employees and agents involved in the Research Program on such Party’s behalf agree, in writing, to assign to such amounts as it customarily maintains with respect to similar research programsParty, which insurance shall designate BMS as an additional “insured,” directly or indirectly, such Person’s entire interest in and to pay the premiums due thereunder. The terms and conditions of such insurance policy and any and all amendments thereto, as well as the amount insured, shall be submitted for prior approval to BMS, provided that BMS may only disapprove Inventions arising from such policy or amendment if it is inconsistent with the terms and conditions customary for such insurance policies of biotechnology companies of similar size and stage of development as ICAgen at that time, and BMS shall receive a copy of any such policy or amendmentsinvolvement.

Conduct of Research Program. During the term of the Research Program, each Party shall: (a) undertake an interactive, cooperative Research Program with the other Party as set forth in any Annual the Research PlanPlans, and such other activities whichthat the Joint Development Committee decides, from time to time, the Steering Committee decides is are necessary for the scientific or commercial success of the Research Program; (b) use all reasonable efforts and proceed diligently to perform the work set out for such Party to perform in under the Annual Research Plan, including, without limitation, by using personnel with sufficient skills and experience, together with sufficient equipment and facilities (it being acknowledged that ICAgen shall have no obligation to acquire additional equipment or to expand its facilities in order to perform its obligations under the Research Program), and, with respect to ICAgen, by using its good faith efforts to allocate between [**]and [**]ICAgen scientists per year (measured on a full-time equivalent basis), to carry out ICAgen’s obligations under the Research Program and to accomplish the objectives of the Research Program, with the result that there is an average of [**] ICAgen scientists per year (measured on a full-time equivalent basis) so allocated during the Research Program (it being understood that ICAgen shall not be required to increase the scope of the personnel and other resources that it devotes to the Research Program if the Parties determine pursuant to Section 4.1(a) that ICAgen should screen additional ICAgen Compounds)facilities; (c) conduct the Research Program in good scientific manner, and in compliance in all material respects with all requirements of all applicable laws, rules and regulations, regulations and all other requirements of any applicable good laboratory practices to attempt to achieve its the objectives of the Research Program efficiently and expeditiously; (d) within 30 days following the end of each quarter during the term of the Research Program, furnish the other Party with written reports summarizing all activities conducted by such Party under the Research Program during such quarter and, with respect to ICAgen, a statement setting forth the number of scientists at ICAgen who actually worked on the Research Program during the previous quarter (measured on a full-time equivalent basis); (e) within 30 days following the end of each six-month period during the term of the Research Program and within 30 days following the expiration or termination of the each Research Program, furnish the other Party with reasonably detailed, written reports on summarizing all of the activities conducted by such Party under the Research Program during such six-month period or the term of the such Research Program, as the case may be; (fe) promptly provide an invention disclosure report to the other Party with respect to any Invention included in the OXiGENE Licensed Technology, OXiGENE Collaboration Technology, BMS Collaboration Technology or Joint InventionCollaboration Technology; (gf) allow representatives of the other Party, upon reasonable notice and during normal business hours, and subject to reasonable restrictions necessary to protect the confidentiality of such Party's other programs, to visit the facilities of such Party where the Research Program is being conducted, and consult informally, during such visits and by telephone, with such Party’s 's personnel performing work on the Research Program; and; (hg) with respect to ICAgenOXiGENE, (i) maintain worker's compensation, employer's liability insurance and comprehensive general liability insurance, to the extent applicable, with respect to the work it is performing under the Research Program in such amounts as it customarily maintains with respect to similar research programs, which insurance shall designate BMS as an additional “insured,” , and to pay the premiums due thereunder, and (ii) ensure that any Third Parties who perform any of OXiGENE's obligations under the Research Program do likewise. The terms and conditions of such insurance policy policies and any and all amendments thereto, as well as the amount insuredactually insured and the amount of coverage OXiGENE or any such Third Party customarily maintains, shall be submitted for prior approval supplied to BMSBMS on request; and (h) with respect to OXiGENE, provided ensure that BMS may only disapprove such policy or amendment if it is inconsistent with all of its employees and agents (including, without limitation any Third Party and the terms faculty, employees and conditions customary for such insurance policies of biotechnology companies of similar size and stage of development as ICAgen at that time, and BMS shall receive a copy agents of any such policy Third Party) involved in the Research Program on OXiGENE's behalf agree, in writing, to assign to OXiGENE, directly or amendmentsindirectly, such Person's entire interest in and to any and all Inventions arising from such involvement, unless BMS otherwise agrees in advance.