Research Plan Framework Sample Clauses
The Research Plan Framework clause establishes the structure and requirements for developing and implementing a research plan within an agreement. It typically outlines the necessary components of the plan, such as objectives, methodologies, timelines, and deliverables, and may specify the process for review and approval by the involved parties. By providing a clear framework, this clause ensures that all parties have a mutual understanding of the research activities, expectations, and responsibilities, thereby reducing ambiguity and facilitating effective project management.
Research Plan Framework. Each Research Plan will provide a framework for the applicable Research Program. Each Research Plan will include the following activities (all as will be more specifically set forth in the applicable Research Plan):
2.2.1.1. Merck will deliver to Mersana specified quantities of [***].
2.2.1.2. Mersana will use Commercially Reasonable Efforts to [***] set forth in the Research Plan.
2.2.1.3. Mersana will deliver to Merck [***] as contemplated under the Research Plan or otherwise agreed to by the Parties.
2.2.1.4. Non-GLP Toxicology Studies and GLP Toxicology Studies with respect to such ADC Materials will be conducted by Mersana or Merck, as specified in the applicable Research Plan.
2.2.1.5. Each Research Plan will include a budget for Mersana’s activities thereunder, including with respect to FTEs to be provided by Mersana and Research Fees to be included thereunder.
2.2.1.6. [***] Antibodies
(a) In the event that a Research Program involves the use of a [***].
(b) In the event that a Research Program involves the use of a [***].
Research Plan Framework. Each Research Plan will provide a framework for the applicable Research Program, which will describe the activities pursuant to which (i) Licensee will deliver to MTI specified quantities of [***] Licensee Antibodies Directed to the applicable Designated Target Antigen, (ii) MTI will create [***] ADCs using such Licensee Antibodies in quantities and meeting the specifications set forth in the Research Plan, and will deliver to Licensee any such resulting ADCs in such quantities (the “ADC Materials”) and such Cytotoxic Compounds or Payloads, as applicable, MTI Linker Technology and other drug conjugation materials in such quantities (such materials, excluding, for clarity, ADC Materials, the “Study Materials”), each as contemplated under the Research Plan or agreed to by the Parties, and (iii) Licensee will have the right to [***], all as will be more specifically set forth in the applicable Research Plan.
(a) The Parties acknowledge that the work conducted in a Research Program is initial research and the results are uncertain. As a result, MTI makes no guarantee that the ADCs will meet the specifications set forth in the Research Plan.
(b) MTI acknowledges and agrees that (i) it shall not use any Licensee Antibodies or other materials supplied by Licensee to MTI for any purpose other than creating the ADCs and delivering the resulting ADCs to Licensee pursuant to, and otherwise performing its obligations under, the applicable Research Plan, (ii) it shall only use Licensee Antibodies or other materials supplied by Licensee to MTI in compliance with all Applicable Laws, (iii) it shall not transfer any Licensee Antibodies or other materials supplied by Licensee to MTI or grant any rights thereto to any Third Party without the express prior written consent of Licensee, (iv) Licensee shall retain full ownership of, and all right title and interest to and under, all Licensee Antibodies or other materials supplied by Licensee to MTI and (v) at the end of the applicable Research Program Term, or upon earlier termination of this Agreement, MTI shall at the instruction of Licensee either destroy or return any unused Licensee Antibodies or other materials supplied by Licensee to MTI.
(c) Licensee acknowledges and agrees that (i) it shall not use any Study Materials supplied by MTI to Licensee for any purpose other than evaluating ADCs as set forth in the applicable Research Plan or otherwise performing activities within the scope of the Research License (unless and ...