Vividion Responsibility for Research and Pre-Opt-In Exercise Development Sample Clauses

Vividion Responsibility for Research and Pre-Opt-In Exercise Development. Subject to the terms and conditions of this Agreement, commencing on the Effective Date and during the Research Term, on a Program-by-Program basis, Vividion may, in its discretion, conduct Development activities with respect to each Program with the goal of identifying Program Compounds and Developing and progressing such Program Compounds in Programs through Pre-Exercise Development. During the Research Term, Vividion shall have sole discretion regarding which Programs it selects to progress and the Development activities performed thereunder (if any). The Parties understand and agree that Vividion (a) may, in its sole discretion, conduct Pre-Exercise Development (including for any Continuation Program, if applicable) and (b) shall offer Celgene the opportunity to obtain rights to each applicable Program through the exercise of Celgene’s Opt-In Rights in accordance with ARTICLE III. Each Program may be conducted pursuant to a research plan (which Vividion may prepare and submit (including in the form of slides, provided that Vividion provides additional written clarifying information if Celgene so requests) to the JRC, and which may be amended from time to time by the JRC pursuant to ARTICLE IV) setting forth the activities to be conducted by Vividion and its Affiliates (and, with Celgene’s prior written consent, Celgene and its Affiliates) with respect to such Program during the Opt-In Term (each such research plan, a “Research Plan”). Any failure to include any Development activities directed against a Program Target and Program Compounds in a Research Plan shall not, in any way, exclude such activities from constituting a Program or prevent Celgene from exercising an Opt-In Right with respect to such Program under this Agreement. Vividion may decide to cease activities under any Program it conducts prior to the exercise of the Opt-In Right by Celgene with respect to such Program at any time (and, for clarity, no such cessation of activity shall in any way affect Celgene’s rights to exercise such Opt-In Right under this Agreement).
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