Common use of Research Collaboration Clause in Contracts

Research Collaboration. 2.1 Upon the execution of this Agreement and the receipt from ACORDA of the necessary materials and information as specified in Article 2.2 below, AERES will undertake the class switching of ACORDA antibodies Lym22 and/or Lym46 together with the creation of a Stable Cell Line expressing each antibody in accordance with the Research Plan set forth in Annex A hereto. 2.2 ACORDA shall, at its expense and without charge to AERES, deliver to AERES ACORDA antibodies Lym22 and Lym46 and plasmids incorporating genes expressing said ACORDA antibodies and such Know-how including related technical information as sufficient (in the reasonable judgement of both parties) to enable AERES to carry out the Research Plan. AERES shall disclose to ACORDA all Know-how created or used in carrying out the Research Plan and shall make such disclosure only to ACORDA except as provided in Article VII. 2.3 AERES shall permit duly authorized employees of ACORDA to have access to AERES’s laboratories from time to time at mutually agreeable times and upon reasonable notice. 2.4 ACORDA shall obtain and retain all rights, title and interest in DNA and RNA sequences expressing ACORDA antibodies Lym22 and Lym46 and any and all cell lines (including Stable Cell Lines) expressing the same. AERES hereby assigns and agrees to assign all rights, title and interest in DNA and RNA sequences expressing ACORDA antibodies Lym22 and Lym46 and any and all cell lines (including Stable Cell Lines) expressing the same, and in all Inventions of AERES relating to any of the foregoing. Antibodies Lym22 and Lym46 and cell lines for their production will be maintained within the sole possession and control of AERES (other than transfer to ACORDA as contemplated herein), and will not be distributed, transferred or sold by AERES to any third party for any purpose whatsoever without the prior written consent of ACORDA. 2.5 AERES shall retain all rights, title and interest in antibody engineering techniques, gene expression vectors, materials and Know-how used or developed in the course of the Research Plan at Annex A, including the use of such vectors for the expression of any gene or gene construct other than DNA and RNA sequences encoding genes and gene constructs developed for ACORDA hereunder. In particular, information relating to antibody engineering techniques and gene expression vectors comprising Know-how used or developed by AERES in the course of the Research Plan at Annex A shall be (or remain) the confidential property of AERES, and information (“Information”) concerning DNA and RNA sequences expressing ACORDA antibodies Lym22 and Lym46, including protein, DNA, RNA, cell lines, and anything derived therefrom generated by AERES in the course of carrying out the Research Plan (“Materials”) shall be (or remain) the confidential property of ACORDA. 2.6 AERES agrees that, at ACORDA’s request, it will return to ACORDA any and all Information provided by ACORDA in documentary form and any and all unused Materials and will return or destroy the same and any copies thereof made by AERES, its directors, officers or employees, except that, in the event that ACORDA shall have failed on a timely basis to pay AERES in full the payments required under Article III of this Agreement, AERES shall have the right to provide written notice describing such failure and if ACORDA does not cure the failure to pay within thirty (30) days of receipt of such notice, then AERES will have the right to withhold and destroy any materials created during any stage of the Research Plan in respect of which payment has not been made in full unless an alternative payment has been agreed by the parties and paid in full pursuant to the provisions for early termination of the Research Plan set out in Article 8.4 below. AERES may, subject to the continuing obligations of non-disclosure and non-use expressed herein, retain one copy of the Information in its legal files and a sample of the Materials in a secure depository, solely in order to be able to evidence the work performed hereunder if so required for any future legal or regulatory purpose but for no other use. 2.7 Except for the limited rights expressly granted in this Article II, nothing herein shall be deemed to grant to either party any other rights or licences under any patent applications or patents or under any know-how, technology or inventions of the other party. 2.8 AERES covenants that it shall not provide to any Third Party any services in the Field similar to those contemplated in this Agreement for a period of one year from the Effective Date.