Performance of the Research Operating Plans. Each party will use Commercially Reasonable Efforts to undertake and perform its respective obligations as set forth in the Research Operating Plans using appropriate personnel and resources (but for the work to be performed by Ra under the Research Operating Plans, subject to the extent FTEs are funded pursuant to Section 6.2, it being understood that Ra is not required to perform work not so funded by Merck). In connection therewith, each party will maintain and utilize sufficient equipment, laboratories, offices and other facilities, and use personnel with sufficient skills and experience, in each case, as are required to accomplish the activities allocated to such party under the Research Operating Plans in accordance with the terms and conditions of this Agreement (subject to Merck’s funding for Ra’s performance), as applicable. The parties will work together to coordinate their efforts in performing their respective responsibilities under the Research Operating Plans. Except as expressly set forth in Sections 2.1(g) and 6.2 (or as may otherwise be agreed by the parties in advance and in writing), each of Merck and Ra is and will remain solely responsible for all of the out-of-pocket and internal costs and expenses (including costs of FTEs and any subcontractors used in accordance with Section 2.3) that are incurred by or on its behalf in connection with the performance of the Research Operating Plans for the time that such FTEs are so committed.
