Common use of Technical Testing Services Clause in Contracts

Technical Testing Services. During the term of this Agreement, AURI shall develop and perform specialized assays, or shall develop the required techniques and help NewLink to perform such assays, as shall be required or desirable for the characterization of PTEN inhibitors. These experiments shall be drawn from Exhibit A, “Technical Testing Scope of Work - Menu of Technical Tests”, as amended and updated throughout the course of the Agreement. Exhibit A contains a general outline of the testing that may potentially be of use to NewLink; and this Exhibit shall be amended and updated before each Technical Test is first performed, to incorporate the actual agreed upon method for performing such Technical Test, to identify any Background Know-How (as defined in the License Agreement) to be used with respect to such Technical Test and to identify the types of Foreground Know-How (as defined in the License Agreement) anticipated to be generated with respect to such Technical Test. Each set of experiments that is to be performed at AURI under this Agreement shall be mutually agreed upon in advance and in writing by the Parties, on an experiment set-by-experiment set basis, with an agreed budget (supplies, costs, and personnel) developed for each set of desired experiments. AURI shall invoice NewLink for such experiments, and NewLink will pay the invoiced costs of the sets of experiments done at AURI, including associated facilities and indirect costs, in each case to the extent that such set of experiments has been satisfactorily completed and such costs do not exceed the budget therefor by more than [*], unless AURI obtained NewLink’s prior written consent for such cost over-run. For clarity, sets of experiments that are not mutually agreed upon and reduced to writing under this Agreement with an associated budget, are not required to be performed by AURI on behalf of NewLink. AURI shall perform all work hereunder in a timely, efficient and professional manner in accordance with industry standards and applicable laws.