Common use of Joint Research Activities Clause in Contracts

Joint Research Activities. Subject to the terms and conditions herein, during each applicable Joint Research Term, on a Collaboration Degrader Target Set-by-Collaboration Degrader Target Set basis, (a) the Parties will each use Commercially Reasonable Efforts to conduct the Research activities allocated to such Party in the applicable Joint Research Plan, and (b) without limiting the foregoing, Nurix will use Commercially Reasonable Efforts to (i) identify, synthesize, and characterize and deliver to Seagen Degraders that selectively bind and degrade one (1) or more of the Degrader Target(s) in the applicable Collaboration Degrader Target Set (including by conducting one (1) or more DEL Screens with respect to such Collaboration Degrader Target Set; provided, that if Nurix conducts any such DEL Screen(s) without Seagen’s prior written request, Nurix shall provide written notice to Seagen through the JRC that such DEL Screen(s) have been conducted, which notice shall summarize the results of such DEL Screen(s) in reasonable detail), (ii) optimize one (1) or more of the Degraders identified or synthesized through clause (i) above to cause pharmacologically relevant activity as a result of degrading one (1) or more of the Degrader Target(s) in such Collaboration Degrader Target Set, for the purpose of creating Collaboration Degraders that are Directed To such Collaboration Degrader Target Set; and (iii) work with Seagen to evaluate such Collaboration Degraders that are Directed To such Collaboration Degrader Target Set, including until they satisfy the applicable Collaboration Degrader Criteria, in each case (clauses (i)-(iii)), in accordance with the applicable Joint Research Plan (“Nurix Research”), and (c) once a Collaboration Degrader that is Directed To the applicable Collaboration Degrader Target Set satisfies the applicable Collaboration Degrader Criteria, Seagen will use Commercially Reasonable Efforts to (1) conjugate such Collaboration Degrader to one (1) or more Antibodies selected by Seagen, and (2) test whether the resulting Collaboration Degrader-Antibody Conjugates satisfy the applicable [*] Potency Benchmark, in each case, in accordance with the applicable Joint Research Plan (“Seagen Research”). For clarity, evaluation and optimization of a Collaboration Degrader may, in accordance with the applicable Joint Research Plan, continue after such Collaboration Degrader has satisfied the applicable Collaboration Degrader Criteria. Each Research Program will be subject to the oversight of the JRC. The foregoing activities, along with any other activities conducted under a Joint Research Plan, will be the “Joint Research.” Notwithstanding anything to the contrary in this Agreement, upon expiration of the Joint Research Term applicable to a Collaboration Degrader Target Set, Nurix shall have no further obligation to conduct any Research activities with respect to such Collaboration Degrader Target Set or its Collaboration Degraders.