Common use of Conduct of Research Clause in Contracts

Conduct of Research. Each Research Program shall be conducted in accordance with the applicable Research Plan. Each Party shall use its Commercially Reasonable Efforts to perform the activities assigned to such Party in a Research Plan and to achieve the timeline(s) set forth in such Research Plan. Adimab’s obligation to start performance of a particular Research Program hereunder will be reasonably subject to (i) the availability of reagents of sufficient quality and quantity, and (ii) the availability of Adimab researchers to perform such Research Program, but in no event will any delay be more than two (2) months from the date of quality control of the reagents described in clause (i). Adimab will provide Xxxxxxxx with reasonable notice as to the availability of its researchers to start performance of its obligations under a Research Plan at the time of negotiation of such Research Plan. Xxxxxxxx’x performance obligations under each Research Program shall be contingent upon Adimab providing the Adimab Materials set forth in the applicable Research Plan. Xxxxxxxx Materials are expected to include Target antigen of suitable quality for performance of the Research Program and such Xxxxxxxx Materials must pass Adimab’s reasonably implemented and tested quality control standards prior to commencing the Research Program. Adimab’s performance obligations under a Research Program shall expire at the end of the Research Term for such Research Program. Adimab will have the right to use Third Parties in the performance of its obligations under a Research Plan; provided, however, that: (i) Adimab first obtain Xxxxxxxx’x prior written consent (ii) Adimab shall be responsible for all such Third Parties and the engagement by Adimab of any Third Party shall not relieve Adimab of its obligations under this Agreement or any applicable Research Plan; (iii) any such Third Party will have entered into a written agreement with Adimab that includes terms and conditions protecting and limiting use and disclosure of Confidential Information at least to the same extent as under this Agreement; (iv) such Third Party and its personnel have or will have executed prior to performing any such activities binding agreements to assign to Adimab all right, title and interest in and to any Patents and Know-How created, conceived or developed in connection with the performance of subcontracted activities; and (v) the written agreement between Adimab and any such Third Party pertaining to a Research Plan shall be consistent with the provisions of this Agreement.

Conduct of Research. Each Research Program shall be conducted in accordance with the applicable Research Plan. Each Party shall will use its Commercially Reasonable Efforts to perform the activities assigned to such Party in a Research Plan and to achieve the timeline(s) set forth in such Research Plan. Adimab’s obligation to start performance of a particular Research Program hereunder will be reasonably subject to (i) the availability of reagents of sufficient quality and quantity, and (ii) the availability of Adimab researchers to perform such Research Program, but in no event will any delay be more than two (2) months from the date of quality control of the reagents described in clause (i). and Adimab will provide Xxxxxxxx Alector with reasonable notice as to the availability of its researchers to start performance of its obligations under a Research Plan at the time of negotiation of such Research Plan. Xxxxxxxx’x performance obligations under each Research Program shall be contingent upon Adimab providing the Adimab Materials set forth in the applicable Research Plan. Xxxxxxxx Alector Materials are expected to include Target antigen of suitable quality for performance of the Research Program and such Xxxxxxxx Alector Materials must pass Adimab’s reasonably implemented and tested quality control standards prior to commencing the Research Program. Adimab’s performance obligations under a Research Program shall will expire at the end of the Research Term for such Research Program. Adimab will have the right to use Third Parties in the performance of its obligations under a Research Planhereunder. Adimab will have the right to use Third Party Contractors in the performance of its obligations hereunder; provided, however, that: (ia) Adimab first obtain Xxxxxxxx’x prior provides written consent notice to Alector identifying such Third Party Contractor and Alector agrees to Adimab’s use of such Third Party Contractor; (iib) any such subcontract will be subject to the relevant terms and conditions of this Agreement; (c) Adimab shall be responsible for all such Third Parties and the engagement by Adimab of any will enter into agreements with its Third Party shall not Contractors that contain confidentiality terms no less stringent than those set forth in Article 6 (CONFIDENTIALITY; PUBLICITY) hereof and assignment of inventions provisions consistent with the requirements of this Agreement; and (d) no such subcontracting will relieve Adimab of its obligations under this Agreement or any applicable Research Plan; (iii) any such Third Party will have entered into a written agreement with Adimab that includes terms and conditions protecting and limiting use and disclosure of Confidential Information at least to the same extent as under this Agreement; (iv) such Third Party and its personnel have or will have executed prior to performing any such activities binding agreements to assign to Adimab all right, title and interest in and to any Patents and Know-How created, conceived or developed in connection with the performance of subcontracted activities; and (v) the written agreement between Adimab and any such Third Party pertaining to a Research Plan shall be consistent with the provisions of this Agreementhereunder.

Conduct of Research. Each Avalon and Merck each shall proceed with the work set out in the Research Program shall be conducted by using their respective good faith efforts to allocate sufficient time, effort, equipment and facilities to the Research Program and to use personnel with sufficient skills and experience as are required to accomplish the Research Program in accordance with the terms of this Agreement and Schedule 2.1. Avalon and Merck each shall conduct the Research Program in compliance with all applicable Research Planlaws, rules and regulations, including, without limitation, Good Laboratory Practice. Each Party shall In addition, if animals are used in research hereunder, Avalon and Merck will comply with the Animal Welfare Act or any other applicable local, state, national and international laws and regulations relating to the care and use its Commercially Reasonable Efforts of laboratory animals. The Parties encourage each other to perform use the activities assigned to highest standards, such Party in a Research Plan and to achieve the timeline(s) as those set forth in the Guide for the Care and Use of Laboratory Animals (NRC, 1996), for the humane handling, care and treatment of such research animals. Any animals which are used in the course of the Research PlanProgram, or products derived from those animals, such as eggs or milk, will not be used for food purposes, nor will these animals be used for commercial breeding purposes. Adimab’s obligation Avalon and Merck shall notify each other in writing of any deviations from applicable regulatory or legal requirements. Avalon and Merck each certify to start performance the other that it has not, and will not, employed or otherwise used in any capacity the services of a particular any person debarred under United States law, including but not limited to Section 21 USC 335a, in performing any portion of the Research Program. * 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. Merck shall be entitled to utilize the service of Third Parties to perform its Research Program hereunder will activities. Avalon shall be reasonably subject entitled to utilize the service of Third Parties to perform its Research Program activities; provided that Avalon shall not disclose the structure of any Hit Compound, Lead Compound, and/or Nominated Compound to any such Third Party without the prior express written consent of Merck. Notwithstanding anything to the contrary in the foregoing, both Parties shall remain at all times fully liable for its respective responsibilities under the Research Program. Avalon shall ensure: (i) by written agreement that all Avalon personnel, employees, and agents involved in the availability Research Program shall comply with the confidentiality provisions of reagents of sufficient quality this Agreement and quantity, shall be obligated to assign any rights they may have in any Inventions made during such work to Avalon; and (ii) the availability of Adimab researchers to perform such Research Program, but in no event will any delay be more than two (2) months from the date of quality control of the reagents described in clause (i). Adimab will provide Xxxxxxxx with reasonable notice as to the availability that each of its researchers to start performance of its obligations under a Research Plan at the time of negotiation of such Research Plan. Xxxxxxxx’x performance obligations under each Research Program shall be contingent upon Adimab providing the Adimab Materials set forth in the applicable Research Plan. Xxxxxxxx Materials are expected to include Target antigen of suitable quality for performance of personnel, employees, and agents that work on the Research Program is qualified by appropriate experience and such Xxxxxxxx Materials must pass Adimab’s reasonably implemented and tested quality control standards prior qualifications to commencing perform the Research ProgramProgram work assigned to them in a capable and professional manner. Adimab’s performance obligations under a Research Program Merck shall expire at the end of the Research Term for such Research Program. Adimab will have the right to use Third Parties in the performance of its obligations under a Research Plan; provided, however, thatensure: (i) Adimab first obtain Xxxxxxxx’x prior by written consent agreement that all Merck personnel, employees, and agents involved in the Research Program shall comply with the confidentiality provisions of this Agreement and shall be obligated to assign any rights they may have in any Inventions made during such work to Merck; and (ii) Adimab shall be responsible for all such Third Parties and the engagement by Adimab of any Third Party shall not relieve Adimab that each of its obligations under this Agreement or any applicable personnel, employees, and agents that work on the Research Plan; (iii) any such Third Party will have entered into Program is qualified by appropriate experience and qualifications to perform the Research Program work assigned to them in a written agreement with Adimab that includes terms capable and conditions protecting and limiting use and disclosure of Confidential Information at least to the same extent as under this Agreement; (iv) such Third Party and its personnel have or will have executed prior to performing any such activities binding agreements to assign to Adimab all right, title and interest in and to any Patents and Know-How created, conceived or developed in connection with the performance of subcontracted activities; and (v) the written agreement between Adimab and any such Third Party pertaining to a Research Plan shall be consistent with the provisions of this Agreementprofessional manner.

Conduct of Research. Each Research Program Subject to the terms and conditions of this Agreement, each Party shall be conducted in accordance with responsible for managing and controlling its personnel and the applicable tasks assigned to it under the Research Plan. Each Party shall use its Commercially Reasonable Efforts conduct the Research Program in good scientific manner, and in compliance with all requirements of applicable laws, rules and regulations to perform the activities assigned attempt to such achieve their objectives efficiently and expeditiously. Each Party shall proceed diligently and in a timely manner with the work set out in the Research Plan Program and shall allocate sufficient time, effort, equipment and facilities to achieve the timeline(s) set forth Research Program and use personnel with sufficient skills and experience as are required to accomplish the Research Program in such accordance with the terms of this Agreement and the Research Plan. Adimab’s obligation In no event shall Genelabs be obligated to start performance of a particular devote to the Research Program hereunder will more than the number of FTEs being funded by PHARMA under this Agreement. The Parties acknowledge and understand that neither Party guarantees the success of the Research Program undertaken hereunder. Either Party shall be reasonably subject entitled to (i) utilize the availability service of reagents of sufficient quality and quantity, and (ii) the availability of Adimab researchers Third Parties to perform such Research Program, but in no event will any delay be more than two (2) months from Program activities only upon the date of quality control prior written consent of the reagents described Committee (not to be unreasonably [ * *] = Certain confidential information contained in clause (i)this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended. Adimab will provide Xxxxxxxx with reasonable notice withheld) or as to the availability of its researchers to start performance of its obligations under a Research Plan at the time of negotiation of such Research Plan. Xxxxxxxx’x performance obligations under each Research Program shall be contingent upon Adimab providing the Adimab Materials specifically set forth in the applicable Research Plan. Xxxxxxxx Materials are expected to include Target antigen of suitable quality for performance of the Research Program and such Xxxxxxxx Materials must pass Adimab’s reasonably implemented and tested quality control standards prior to commencing the Research Program. Adimab’s performance obligations under a Research Program shall expire at the end of the Research Term for such Research Program. Adimab will have the right to use Third Parties in the performance of its obligations under a Research Plan; provided, however, that: provided that (i) Adimab first such Party shall obtain Xxxxxxxx’x the written agreement of each such Third Party, prior written consent to the time such Third Party initiates work, to assign ownership of Inventions made in the course of Research Program activities to such Party; (ii) Adimab each Party shall be responsible for all the acts or omissions of any such Third Parties and the engagement by Adimab Party which would constitute a breach of any Third Party shall not relieve Adimab of its such Party’s obligations under this Agreement or any applicable Research Planhereunder; (iii) any such Third Party will have entered into a written agreement shall comply with Adimab that includes all relevant terms and conditions protecting and limiting use and disclosure of Confidential Information at least to the same extent as under this Agreement; and (iv) such Third Party and its personnel have or will have executed prior to performing any such activities binding agreements to assign to Adimab all right, title and interest in and to any Patents and Know-How created, conceived or developed in connection with the performance of subcontracted activities; and (v) the written agreement between Adimab and any such Third Party pertaining shall sign a confidentiality agreement with confidentiality and non-use obligations no less restrictive than those set forth in Article 4. Notwithstanding the above, in the event Genelabs desires to a Research Plan subcontract any research activities referred to in this paragraph, Genelabs shall be consistent with first notify PHARMA thereof, and PHARMA shall have the provisions of this Agreementright to perform such activities.