Research Plans. The Research Plan for [***] Designated Target is attached as Schedule 2.2.3 #1. Subsequent Research Plans agreed upon in accordance with Section 2.4.1.4, Section 2.4.1.5 or Section 2.4.2.4, as applicable, will be attached as additional sequentially numbered schedules (Schedule 2.2.3 #2, Schedule 2.2.3 #3, etc.).”
Research Plans. Section 2.2.3 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
Research Plans. Reviewing and approving the Awardee’s work plan and final research plan for carrying out the research project.
Research Plans. The Research Collaboration activities will be carried out by Anacor and GSK pursuant to a research operating plan for each Project (as to each Project, the "Research Plan"), which will outline anticipated discovery, research, and pre-clinical and clinical development activities to be conducted by each Party during the subsequent twelve (12) months in connection with the each of the Projects. The Research Plan for each of the Projects will be finalized and presented to the JRC for review, comment and approval within thirty (30) Business Days after the formation of the JRC or, in the case of Project 4, within thirty (30) Business Days after the selection of the Designated Target, if later. From time to time during the Research Collaboration Term (but no less frequently than once per year), Anacor shall update the Research Plans (or applicable portions thereof) for Project 2, Project 3 and Project 4, and shall submit such updated Research Plans to the JRC for review, comment, and approval. Similarly, from time to time during the Research Collaboration Term (but no less frequently than once per year), Anacor and GSK shall jointly update the Research Plan for Project 1 (or applicable portion thereof) and shall submit such updated Research Plan to the JRC for review, comment and approval. Once approved by the JRC, the updated Research Plan for each Project shall replace the Research Plan for such Project previously in effect. The Research Plans will be reviewed as necessary at each meeting of the JRC, and at any other time upon the request of either Party, and may be modified by the JRC, as appropriate, to reflect material scientific or commercial developments. In the event of any inconsistency between a Research Plan and this Agreement, the terms of this Agreement shall prevail and any such inconsistent portion of such Research Plan is hereby expressly rejected.
Research Plans. The Parties agree to collaborate on up to [***] Research Programs, each in accordance with a Research Plan. iTeos may nominate [***] Target for each Research Program by completing a Target Questionnaire and delivering it to Adimab during the Target Nomination Period. Upon completion of a Target Questionnaire by iTeos, the Parties shall agree to a Research Plan setting forth the expected timeline, budget, and relevant deliverables from initial discovery and from optimization of Program Antibodies. In addition, each Research Plan will set forth the criteria for achieving the Technical Milestone II Criteria described in Section 4.2(b) (Technical Milestone), which criteria shall be of the type that Adimab currently has the capability of analytically measuring, such as affinity and epitopic coverage, and such attributes shall not include any sort of measurement of biological functionality. Such Research Plan shall be based upon the form of Research Plan attached hereto as Exhibit B, and shall include Adimab’s responsibilities with respect to the discovery and optimization of antibodies with respect to each Target. Each Research Plan shall be agreed upon in writing by the Parties, and each Research Program shall be conducted in accordance therewith. Neither Party is required to perform a Research Program under this Agreement if the Parties do not mutually agree in writing on a Research Plan. Adimab’s obligation to perform such additional Research Programs shall be subject to the availability of Adimab researchers to perform such Research Program; provided, however, that in no event shall Adimab be permitted to delay performance of such Research Programs for more than two (2) months after mutual agreement on such Research Plan.
Research Plans. For each Target that is the subject of a Research Program, Morphic will perform (or, in the case of the matters described in clauses (f) and (h) below, will use its Commercially Reasonable Efforts to perform) the Morphic Research Activities for such Research Program and Xxxxxxx will perform the Xxxxxxx Research Activities for such Research Program in accordance with a written research plan that sets forth: (a) the Morphic Research Activities to be performed by or on behalf of Morphic during the Research Term, (b) the Xxxxxxx Research Activities to be performed by or on behalf of Xxxxxxx during the Research Term, (c) the applicable Mechanism of Action for Compounds directed to such Target, (d) the Lead Optimization Activities and Late Lead Optimization Activities for Compounds that are the subject of the applicable Research Program, (e) the estimated timelines upon which Morphic will complete such activities, (f) the Deliverables and other Results required for the JRC to determine whether to commence Late Lead Optimization Activities for Compounds that are the subject of such Research Program, (g) the protocols and other plans for the IND-Enabling Studies to be performed by Xxxxxxx for one or more Compounds that are the subject of such Research Program and (h) all other Deliverables and Results to be provided by Morphic to Xxxxxxx for such Research Program (each such plan, a “Research Plan”). The initial Research Plan agreed to by the Parties for each of the Research Programs [***].
Research Plans. During the Collaboration Term for each Program, each Party shall use Commercially Reasonable Efforts to perform its obligations under the Research Plan for such CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Research Plans. During the Research Term CRISPR and Vertex will conduct Collaboration Programs, each under a separate Research Plan, focused on the design and optimization of Licensed Agents and Products for a specific Collaboration Target. The components of the initial Research Plans to be developed for the Collaboration Targets are attached hereto as Schedule D. Each Research Plan will be generally consistent with such initial Research Plans with respect to the scope and content thereof. The Collaboration Program Working Group will update each ongoing Research Plan and submit the updated Research Plans to the JRC for its review and approval on an as-needed basis, but in no event less than once every [***]. Each Research Plan will include (a) a description of the process and criteria to be used by the Parties to design and optimize Licensed Agents to be used in Products directed to the applicable Collaboration Target, (b) projected timelines for activities under the Research Plan, (c) a budget for activities under such Research Plan (each, a “Research Budget”), (d) decision points and associated criteria for the Research Plan, including, without limitation, pre-specified criteria for establishing the elements of the Option Exercise Data Package for the applicable Collaboration Target, (e) a description of which Party will be responsible for each activity under the Research Plan; provided that unless otherwise specified in the applicable Research Plan, each Party will be responsible for the activities for which it is listed under the heading “Responsible Party” on Schedule C, and (f) the content of an Option Exercise Data Package, and, to the extent practicable, the specific criteria for acceptance of the Option Exercise Data Package (e.g., [***]).
Research Plans. Each Collaboration Research Project will be carried out in accordance with a written research plan (each, a “Research Plan”), prepared by Institute or Ambrx and submitted to the JSC for its initial review and approval and then submitted to Ambrx for its review and approval prior to initiation of the applicable Collaboration Research Project; provided, that a Research Plan for each Grandfathered Research Project will be presented by Institute for consideration by the JSC at its first scheduled meeting and thereafter by Ambrx as set forth in Section 4.2. Each Research Plan will provide details for the applicable Collaboration Research Project related to (i) background of such Collaboration Research Project, (ii) the proposed scientific approach to be used in such Collaboration Research Project, (iii) target disease and target Compound profile, (iv) the scope and nature of the activities to be pursued in such Collaboration Research Project (including the number of FTEs to be allocated by Institute), (v) the Ambrx Technology to be used in such Collaboration Research Project, (vi) the Institute Technology or other Institute Controlled intellectual property to be used in such Collaboration Research Project (the “Institute Controlled IP”), (vii) any Third Party intellectual property to be used in such Collaboration Research Project and (viii) a mutually acceptable Proof of Concept Study for such Collaboration Research Project based on the target compound profile. Each Research Plan will also provide sufficient detail with respect to the contemplated activities to be performed, the projected timelines and budget to permit the JSC and Ambrx to analyze the proposed Collaboration Research Project. Each Research Plan will also set forth minimum performance criteria for the applicable Collaboration Research Project. To ensure the intent of the Parties hereunder with respect to ownership of Inventions, without the prior written consent of Ambrx and Institute, a) no Research Plan shall provide for Third Party funding of Research Plan activities, and b) no Third Party intellectual property shall be used in any Research Plan activities.
Research Plans. Each Research Plan shall be subject to all of the terms and conditions of this Agreement, in addition to the specific details set forth in such Research Plan. To the extent any terms of a Research Plan conflict with the terms of this Agreement, the terms of this Agreement shall control, unless and only to the extent that such Research Plan expressly states the intent of the parties that the Research Plan supersede this Agreement with respect to a specific matter. Each fully-executed Research Plan shall be deemed incorporated herein by reference, and a copy thereof shall be attached to this Agreement. Any changes to a Research Plan shall be in writing, executed by an authorized representative of each party, attached to the original Research Plan, and incorporated herein and therein by reference.
