EPIZYME Responsibilities Sample Clauses
The 'EPIZYME Responsibilities' clause defines the specific duties and obligations that EPIZYME, as a party to the agreement, must fulfill. This may include tasks such as providing certain materials, performing research activities, maintaining records, or ensuring compliance with applicable laws and regulations. By clearly outlining what is expected of EPIZYME, this clause helps prevent misunderstandings and ensures that both parties are aware of their respective roles, thereby facilitating smooth collaboration and accountability.
EPIZYME Responsibilities. During the Option Term and, with respect to each Selected Target, upon expiration of the Option Term until the effectiveness of an IND with respect to a Development Candidate Directed to the applicable Selected Target, if such IND is not filed or effectiveness is not achieved prior to expiration of the Option Term:
(i) EPIZYME shall use Commercially Reasonable Efforts to conduct platform discovery activities necessary to characterize and identify Available Targets and Compounds Directed to Available Targets and Selected Targets, as applicable. In addition, EPIZYME shall be primarily responsible for the research strategy and the conduct of activities under the Research Plan. EPIZYME shall use Commercially Reasonable Efforts to perform the activities assigned to EPIZYME under the Research Plan.
(ii) As between the Parties, EPIZYME shall be primarily responsible for the identification and generation of Compounds for which initial activities shall be conducted by the Parties under the Research Plan. Either Party’s compound libraries and Compounds may be screened under the Collaboration in accordance with this Section 2.2.2(a)(ii) and Section 2.2.2(a)(iii), provided that, any compound libraries and Compounds screened and any Know-How or Patents generated as a result of such screening shall be subject to ownership and assignment as provided in Section 8.1.
(iii) CELGENE’s and its Affiliates’ compounds may be screened upon mutual agreement of the Parties, solely in accordance with the following procedure:
(1) At any time prior to expiration of the Option Term, if the Parties mutually agree to screen CELGENE’s and its Affiliates’ compounds against an Available Target, CELGENE shall provide such compounds as selected by CELGENE as de-identified coded samples to a Third Party contract research organization (the “CRO”), mutually acceptable to the Parties, for screening against EPIZYME’s assays; provided that for such screening purposes, the identity and chemical structures of CELGENE’s compounds shall not be provided to EPIZYME or the CRO. The Parties, acting through the JRC, shall mutually agree on hit criteria for the applicable Available Target (the “Hit Criteria”) and the CRO will provide the Parties with any compound(s) that meets the Hit Criteria (each, an “Initial Hit”) and all relevant information related thereto, subject to the restrictions contained in the immediately preceding sentence. For the avoidance of doubt, CELGENE’s and its Affiliates’ compounds ma...
EPIZYME Responsibilities. (i) EPIZYME shall use Commercially Reasonable Efforts to perform the Development activities assigned to EPIZYME under the Research and Development Plan.
(ii) Subject to the foregoing obligations to use Commercially Reasonable Efforts, EPIZYME provides no representation, warranty or guarantee that the Collaboration will be successful, that any Lead Candidate Criteria or Development Candidate Selection Criteria will be achieved, that Proof of Concept will be achieved, or that any other particular results will be achieved with respect to the Collaboration, EZH2, or any Compound, Licensed Compound or Licensed Product hereunder.
EPIZYME Responsibilities i) EPIZYME shall undertake the responsibilities allocated to EPIZYME (A) in the Joint Development Plan under the direction and oversight of the JDC and (B) in the Joint Commercialization Plan under the direction and oversight of the JMC;
ii) EPIZYME shall use (A) an appropriate management infrastructure to supervise the Sales Representatives, MSLs, medical affairs personnel and other appropriate functional groups (collectively, “Commercialization Personnel”) employed by EPIZYME and required to oversee performance of EPIZYME’s Commercialization obligations under the Joint Commercialization Plan, including performance of its Detail Requirements, and (B) Commercialization Personnel of sufficient number and adequate experience to implement its responsibilities under the Joint Commercialization Plan; and
iii) EPIZYME shall work together and coordinate with EISAI with respect to the preparation and submission of regulatory applications, and obtaining and maintaining Regulatory Approvals, in the U.S. with respect to the Shared Product; provided that all such applications and Regulatory Approvals shall be owned by, and in the name of, EISAI.
EPIZYME Responsibilities. During the Research Term:
(i) EPIZYME shall use Commercially Reasonable Efforts to conduct platform discovery activities necessary to characterize Targets prioritized pursuant to 2.