Common use of Execution and Performance Clause in Contracts

Execution and Performance. The Development Program shall allocate between the Parties responsibility for each of the activities described therein. Each Party may subcontract portions of the activities allocated to it under a Development Plan to any of its Affiliates or to a Third Party with the prior approval of the other Party (such Affiliate or Third Party being referred to herein as a “Permitted Subcontractor”), provided that (i) the subcontracting Party shall be responsible for the performance of its Permitted Subcontractors and (ii) all Inventions discovered, made or conceived by each Permitted Contractor in the course of the performance of such activities shall be assigned to the subcontracting Party in a manner consistent with Sections 9.1.1 and 9.1.3 below and licensed to the other Party pursuant to Article 3 above. The Parties shall use, and shall cause their Permitted Subcontractors to use, commercially reasonable and diligent efforts to conduct the activities described in the Development Plan and in so doing shall prepare and maintain proper records, including laboratory notebooks prepared and maintained in accordance with commercial scientific practice, detailing such activities. The Parties acknowledge and agree that each Development Plan shall allocate primary responsibility for various activities as follows: (a) Antibody engineering: Aptein; provided, however, if the process selected by Aptein for developing a human antibody does not result within a reasonable period of time in a human antibody with properties acceptable to both Parties, then decision-making with respect to such humanization activities will become joint; (b) Preclinical development: Joint; (c) Product and process development: Joint; (d) Clinical development: Genzyme; (e) Biostatistics: Genzyme; (f) Regulatory: Genzyme; and (g) Manufacturing, quality control and quality assurance: Genzyme. Notwithstanding the foregoing allocations of responsibility, the Program Management Team will coordinate and supervise activities under the Development Plan.

Execution and Performance. The Development Program Plan for each Project shall allocate between the Parties responsibility for each of the activities described therein. Each Party may subcontract portions of the activities allocated to it under a Development Plan to any of its Affiliates or to a Third Party with the prior approval of the other Party (such Affiliate or Third Party being referred to herein as a “Permitted Subcontractor”), provided that (i) the subcontracting Party shall be responsible for the performance of its Permitted Subcontractors Subcontractors, and (ii) the subcontracting Party shall use reasonable efforts to have all Inventions discovered, made or conceived by each Permitted Contractor Subcontractor in the course of the performance of such activities shall be assigned to the subcontracting Party in a manner consistent with Sections 9.1.1 and 9.1.3 Section 6.1 below and licensed to the other Party pursuant to Article 3 II above. The Parties shall use, and shall cause their Permitted Subcontractors to use, commercially reasonable and diligent efforts Commercially Reasonable Efforts to conduct the activities described in the each Development Plan and in so doing shall prepare and maintain proper records, including laboratory notebooks prepared and maintained in accordance with commercial scientific practice, detailing such activities. The Parties acknowledge and agree that each Development Plan shall presumptively allocate primary responsibility for various activities as follows: (ax) Antibody discovery, Antibody engineering: Aptein; provided, howeverpreclinical development and IND preparation to Agenus, if the process selected by Aptein for developing a human antibody does not result within a reasonable period of time in a human antibody with properties acceptable to both Parties, then decision-making with respect to such humanization activities will become joint; (b) Preclinical development: Joint; (c) Product and process development: Joint; (dy) Clinical development: Genzyme; Trials, Medical Affairs Activities and Commercialization to Incyte, and (e) Biostatistics: Genzyme; (f) Regulatory: Genzyme; and (gz) Manufacturing, quality control including vendor selection and quality assurance: Genzymeoversight, to Agenus unless and until the JSC determines, acting in good faith, that such allocation of responsibility would have a material adverse effect on the applicable Project. Notwithstanding the foregoing allocations of responsibility, : (A) the Program Project Management Team will coordinate and supervise activities under the each Development Plan, including ensuring that each Party is optimizing its allocation of resources in order to achieve success in the areas in which it is allocated primary responsibility and (B) all INDs shall be submitted by Incyte (or by Agenus on behalf of Incyte) unless the JSC allocates such responsibility to Agenus.