Common use of The Collaboration Clause in Contracts

The Collaboration. 2.1 The Research Program shall be conducted by Ontogeny in accordance with the provisions of the Research Workplan. Ontogeny shall work exclusively with BD in the Field during the term of the Agreement with the exception of third party contractors. In conducting the Research Program, Ontogeny shall have and maintain sufficient flexibility to shift effort and emphasis within the overall scope of the Research Workplan in a manner that will best result in the development of Product, providing that any substantial shift in effort or emphasis is agreed to by the Working Committee or the JRC. 2.2 Ontogeny and BD will form a Joint Research Committee (the "JRC") to be in existence during the Research Term and to be responsible for overseeing the progress of the Research Program. The JRC will have an equal number of members (maximum eight (8) members in total) from Ontogeny and BD. Ontogeny and BD will also form a Working Committee, which shall meet at mutually agreeable times or via conference call every three weeks and then meet with the JRC during its regular meetings to report the progress of the Research Program to the JRC. Each Party shall make its initial designation of its representatives on the JRC and the Working Committee not later than thirty (30) days after the Effective Date. The Chairperson of the Joint Research Committee shall be chosen from the Ontogeny representatives on the JRC and shall be reasonably acceptable to BD. The objective of the JRC shall be to reach agreement on all matters by consensus within the scope of the Research Workplan, including any substantial changes thereto. However, decisions of the JRC shall be decided by majority vote of the JRC provided that such majority is comprised of at least one vote cast by a representative from Ontogeny and one cast by a representative from BD. The JRC shall also be responsible, if necessary, for modifying the short-term goals of the Research Program, provided, however, that no such modification shall (i) alter the terms of this Agreement or (ii) materially increase the responsibilities of, or the level of expense to be incurred by either Party without the prior approval of such Party. If the JRC cannot reach agreement on any matter within its purview, such matter shall be referred to the CEO of Ontogeny or his designee and the CTO of BD or his designee for resolution. If the CEO of Ontogeny or his designee and the CTO of BD or his designee are unable to reach agreement on any issue regarding the Research Program; then the CEO of Ontogeny shall have the final authority to decide upon such matter unless it entails a substantial change to the Research Workplan. If the issue does entail a substantial change to the Research Workplan and such issue has not been resolved by the Working Committee, the JRC or the CTO of BD and the CEO of Ontogeny, as described above, then either party shall have the right to terminate this Agreement under Section 8.3 hereof. The JRC shall meet at a mutually agreeable place no less frequently than once each calendar quarter and shall meet at such other times as deemed appropriate by the JRC. Each Party may change any one or more of its representatives on the JRC and/or the Working Committee at any time upon notice to the other Party. Each Party shall use reasonable efforts to cause its representatives to attend the meetings of the JRC and the Working Committee. Ontogeny shall provide to the JRC quarterly written summaries of the research activities conducted under the Research Program and the results thereof. 2.3 Ontogeny shall use diligent efforts to perform the activities set forth in the Research Workplan. 2.4 BD shall provide one (1) BD SPONSORED FTE, acceptable to Ontogeny to work on-site at Ontogeny during the Research Term. Such BD SPONSORED FTE shall work under the direction of Ontogeny managers and shall sign an invention and nondisclosure agreement set forth in Exhibit A whereby he/she shall agree to not disclose to a third party or BD or use except for purposes of the Research Program, confidential or proprietary information of Ontogeny and whereby he/she assigns to Ontogeny all his/her rights to any data, substances, processes, materials, formulas, information or ideas which are developed or created by such BD SPONSORED FTE during or as a result of the BD SPONSORED FTE's tenure at Ontogeny. Such BD SPONSORED FTE will have the right to practice the Ontogeny Technology and the BD Collaboration Technology in the Field for the purpose of conducting research under the Research Program during the Research Term. All of BD's interest in BD Collaboration Technology shall be assigned to Ontogeny. BD shall take all steps necessary to have all of its right, title and interest in the BD Collaboration Technology assigned to Ontogeny and to have any patent applications filed or patents issued thereon by BD assigned to Ontogeny. 2.5 BD shall have a right of first offer effective as of the Effective Date, to enter into a license agreement with Ontogeny to obtain the right to commercialize any jointly invented BD Collaboration Technology for research reagents and diagnostic uses in the field of diabetes and BD solely invented BD Collaboration Technology for research reagents and diagnostic uses in all fields as follows: Ontogeny shall promptly notify BD in writing with respect to any inventions or invention disclosures of which it becomes aware with respect to BD Collaboration Technology. BD shall have 30 days from the receipt of such notice to provide written confirmation to Ontogeny of BD's interest in entering into a license agreement with respect to such inventions. If BD indicates in writing that it does wish to enter into such an agreement during said 30 day period and if the JRC agrees that the specific invention should be commercialized at the current time, then the Parties will negotiate in good faith the terms of such a license agreement for three months from the date that BD so indicated in writing its desire to enter into such an agreement (the "First Offer Negotiation Period"). If the Parties fail to enter into such an agreement during the First Offer Negotiation Period, then Ontogeny shall be free to commercialize itself or license BD Collaboration Technology to a third party for research reagents and diagnostic uses and to pursue the development of such research reagents and diagnostic uses by itself or with one or more third parties. Confidential Materials omitted and filed with the Securities and Exchange Commission. Asterisks denote omissions.