Research Plans Sample Clauses

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. 3.1.1 Each Party shall: (a) use best and Commercially Reasonable Efforts to perform its responsibilities set out in each Research Plan, in the manner described in the relevant Research Plan; and (b) ensure that any activities that it performs pursuant to Section 3.1.1(a) are performed in a timely and good scientific manner. 3.1.2 Each Party shall maintain laboratories, offices and all other facilities at its own expense and risk necessary to carry out its responsibilities under the Research Plans. 3.1.3 In relation to each Research Plan, without limiting any of BAYER’s responsibilities identified in that Research Plan, BAYER shall perform its responsibilities with such timeliness to enable at least [****] Iterations under that Research Plan to be completed in each Calendar Year (or a pro rata number of Iterations in the first Calendar Year) unless the JSC is agreeing otherwise. 3.1.4 As provided in the relevant Research Plan, the Parties will agree on a selection scheme and assay for each Collaboration Target promptly following commencing activities under the Research Plan for such Collaboration Target. 3.1.5 If for a given Collaboration Target, EXSCIENTIA has been unable to identify any Collaboration Compounds directed to that Collaboration Target, Bayer shall have, upon respective prior decision of the JSC, the right, [****] for each of the Collaboration Targets, to nominate a new target as a replacement for that Collaboration Target, which nomination shall be made within [****] days of such JSC decision by written notice to EXSCIENTIA (a “Target Replacement Notice”). EXSCIENTIA shall notify Bayer in writing within five (5) Business Days after receipt of the Target Replacement Notice if the proposed replacement target cannot become a Collaboration Target, in which event Bayer shall without undue delay nominate an alternate replacement target. If the proposed replacement target can become a Collaboration Target, EXSCIENTIA shall so notify BAYER in writing within five (5) business days after receipt of the Target Replacement Notice, and such proposed replacement target shall be deemed accepted as a Collaboration Target by EXSCIENTIA at such time. Provided that the proposed replacement target is accepted as provided above, such replacement target shall become a Collaboration Target for all purposes under this Agreement and the replaced initial Collaboration Target shall cease to be a Collaboration Target for all purposes under this Agreement. The Parties sh...

Research Plans. All research activities under this Agreement shall be conducted by Intrexon pursuant to a Research Plan. Except for the Allogeneic Cell Therapy Research Plan, each Research Plan will describe the activities to be conducted to develop a Chimeric Antigen Receptor T-Cell Product directed to the applicable Target, through JSC approval of such Product as a drug candidate ready for the filing of an IND and Intrexon’s delivery to ARES TRADING of information to be included in the IND for such Product. Each Research Plan shall set forth the type of Chimeric Antigen Receptor T-Cell Product to be developed and the timeline and details of the research activities to be conducted. Each Research Plan will also specify whether or not any ARES TRADING Know-How, or subject matter covered by any ARES TRADING Patents, will be included in such Research Program. From time to time during the conduct of each Research Program, the Parties shall prepare, for the JSC’s review and approval, updates and amendments, as appropriate, to the then-current Research Plan for such Research Program. Once approved by the JSC, such revised Research Plan shall replace the prior Research Plan. If the terms of any Research Plan contradict, or create inconsistencies or ambiguities with, the terms of this Agreement, then the terms of this Agreement shall govern.

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. 3 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

Research Plans. The initial Research Plan is attached hereto as Exhibit A. Periodically, during the Research Term, the JSC will review the Research Plan, and prepare and approve updates to the Research Plan. If the JSC cannot agree on a revised Research Plan, then the dispute will be resolved in accordance with the mechanism of Article XII.

Research Plans. Section 2.2.3 of the Original Agreement is hereby deleted in its entirety and replaced with the following: