Discovery Programs Sample Clauses
The Discovery Programs clause outlines the procedures and terms under which parties may conduct exploratory or pilot initiatives to test new products, services, or processes before full-scale implementation. Typically, this clause specifies the scope, duration, and objectives of such programs, as well as any limitations on use, confidentiality, and evaluation criteria. Its core practical function is to provide a structured framework for experimentation, allowing parties to assess feasibility and value while managing risks and expectations during the trial phase.
Discovery Programs. Subject to the terms of this Agreement, GSK will have an option to obtain exclusive rights to any Discovery Program that exists or that is initiated during the Research Term. For the avoidance of doubt, in respect of any new Discovery Program that is initiated by Theravance during the Research Term, the provisions of Article 4 shall apply in respect of both Theravance's obligation to offer such Discovery Program to the Alliance and GSK's Opt-In Rights in relation thereto, even if at the time such Discovery Program is actually ready to be offered by Theravance to GSK under Section 4.2 the Research Term may have then expired.
Discovery Programs. Neurocrine shall have the right to resolve all unresolved matters relating to the Discovery Programs, provided that Neurocrine shall not have the right to approve (i) any proposed Target as a Discovery Target, (ii) the initial Discovery Program Development Plan for each Discovery Program or (iii) any Development Plan or amendment thereto that would require Voyager to conduct any activities thereunder for which Voyager does not have, and is not able to obtain with the exercise of Commercially Reasonable Efforts, sufficient personnel or resources, or to conduct any activities that are not included in the budget in such Development Plan; provided, however, that in no event shall any Committee, Working Group or any Party alone have the power or authority to (1) amend this Agreement, (2) determine whether a Party has fulfilled or breached its obligations under this Agreement, (3) impose any requirements on either Party to undertake obligations beyond those for which it is responsible, or to forgo any of its rights, under this Agreement, (4) make a decision that is expressly stated under this Section 3.6.3 to require the mutual agreement of the Parties or of the JSC, (5) make a decision that could reasonably be expected to cause Voyager to breach an In-License Agreement or give rise to the right of the applicable Inbound Licensor to take any action under such In-License Agreement, or (6) require any Party to perform any act that it reasonably believes to be inconsistent with any Law. Any decision made by the Executive Officers in accordance with Section 3.6.2 or by a Party in accordance with this Section 3.6.3 shall be considered a decision made by the JSC.
Discovery Programs. Each Discovery Program shall be conducted pursuant to a research plan and associated budget (each such research plan, including the associated budget, a “Discovery Program Development Plan”). Each Discovery Program Development Plan shall set forth the activities to be conducted with respect to the applicable Discovery Program prior to the applicable Transition Date, and, subject to any mutually agreed contributions from Neurocrine pursuant to Section 2.1.7, shall assign to Voyager responsibility for all Development and associated Manufacturing activities with respect to such Discovery Program until filing by Neurocrine of the IND with respect to such Discovery Program. Following the JSC’s approval of a Target as a Discovery Target, Voyager shall prepare the initial draft of the applicable Discovery Program Development Plan and submit it to the JSC for review and approval. The JSC shall approve each initial Discovery Program Development Plan with respect to each Discovery Program in accordance with Section 3.1.2(d). The JSC shall, prior to the end of each Calendar Year prior to the applicable Transition Date, review and update, as appropriate, each Discovery Program Development Plan, including preparing a detailed budget for the subsequent Calendar Year. A Party may also develop and submit to the JSC from time to time proposed substantive amendments to any Discovery Program Development Plan. The JSC shall review such proposed amendments and may approve such proposed amendments or any other proposed amendments that the JSC may consider from time to time in its discretion and, upon any such approval by the JSC, the applicable Discovery Program Development Plan shall be amended accordingly.
Discovery Programs. (a) On a Discovery Program-by-Discovery Program basis for the [***] Discovery Program, the ALD/[***] Discovery Program (or the Non-Ophthalmology Discovery Program, if applicable), the [***], the [***] or any Substitute Discovery Program, commencing at the start of the Research Period with respect to each such Discovery Program and for so long as AGTC, Biogen or any of their Affiliates or Sublicensees are (i) Developing any Discovery Product from such Discovery Program under this Agreement, neither AGTC nor any of its Affiliates shall work independently of this Agreement for itself or any Affiliate or Third Party (including the grant of any license, option or other right to any Third Party) with respect to the Development, Manufacture or Commercialization of any AAV Product, or (ii) Commercializing any Discovery Product from such Discovery Program under this Agreement, neither AGTC nor any of its Affiliates shall work independently of this Agreement for itself or any Affiliate or Third Party (including the grant of any license, option or other right to any Third Party) with respect to the Manufacture or Commercialization of any AAV Product, in each case of (i) or (ii) that delivers (1) [***], with respect to the [***] Discovery Program, 2) [***], with respect to the [***], (3) [***], with respect to the [***], (4) [***], with respect to the [***], (5) if the Non-Ophthalmology Discovery Program is designated in accordance with Section 4.4.4, [***], or (6) if Biogen selects a Substitute Discovery Program under Section 4.4, [***], provided that, for any Abandoned Program, AGTC’s obligations under this Section 5.8.2(a), as applicable, shall terminate immediately.
(b) On a Discovery Program-by-Discovery Program basis for the [***] Discovery Program, the ALD/[***] Discovery Program (or the Non-Ophthalmology Discovery Program, if applicable), the [***] Discovery Program or any Substitute Discovery Program, commencing at the start of the Research Period with respect to each such Discovery Program and ending upon the earliest of (i) the date that such Discovery Program becomes a Terminated Discovery Program, (ii) the date that Biogen exercises the Option with respect to such Discovery Program or (iii) [***] years from the Effective Date or [***] years from the Discovery Program Substitution Date with respect to the applicable Substitute Discovery Program, neither Biogen nor any of its Affiliates shall, while Developing a product candidate under such Discovery Progra...
Discovery Programs. Where possible, members of the Darug Aboriginal community will be trained and engaged as Discovery Rangers for cultural interpretation programs within the parks and reserves covered by this MOU.
Discovery Programs