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Research Plan
Research Plan contract clause examples

Research Plan. The initial Research Plan as agreed to by the Parties as of the Effective Date is described in Exhibit A. The JSC will be responsible for reviewing and approving any updates or amendments to the Research Plan except as related to the Research Budget and for making any recommendations for additional resources or otherwise proposing any changes to the Research Budget.

Research Plan. The Research Plan outlines the Research activities to be conducted by the Parties. The Research Plan in effect as of the Effective Date is attached hereto as [Schedule 1.141]. Amendments to the Research Plan may be proposed by either Party at any time and shall be subject to approval by the JRC.

Research Plan. All Research activities under this Agreement shall be conducted pursuant to a comprehensive written Research plan for Astellas’ fiscal year during the Research Term (the “Research Plan”). The Research Plan shall allocate Research responsibilities between the Parties and shall set forth the objectives, activities and criteria for evaluation for such Research, as well as the timeline related thereto. The Research Plan shall also set forth the detailed budget for such Research activities, including a minimum of fifteen (15) [[Cytokinetics:Organization]] FTEs that Astellas shall support annually through December 31, 2020 (the “[[Cytokinetics:Organization]] Research FTEs”), the number of Astellas FTEs committed by Astellas during the Research Term and outsourced costs (the “Research Budget”). From time to time during the

Research Plan Costs. Subject to this Section 5.6, Astellas shall be responsible for all the costs and expenses incurred by both Parties in performing the Research in accordance with the Research Plan (the “Research Plan Costs”) and shall reimburse [[Cytokinetics:Organization]] for the Research Plan Costs incurred by or on account of [[Cytokinetics:Organization]] in accordance with the Research Budget pursuant to Section 11.2. Research Plan Costs that are incurred by [[Cytokinetics:Organization]] and subject to reimbursement by Astellas shall include the costs of [ * ] set forth in the Research Plan, and [ * ]. During any given Astellas fiscal year, Astellas shall not be responsible for reimbursement of # any [ * ]; or # any [ * ] the applicable Research Budget.

Research Plan. The research plan is set forth in [Schedule 3.1] (the “Research Plan”). All of the Research Activities to be conducted by or on behalf of the Parties under this Agreement during the Research Term are set forth at a high level in the Research Plan. Subject to Section 2.7.4, the Research Plan may be amended at any time during the Research Term by the JSC. Except for amendments for which Acceleron may exercise its final decision-making authority pursuant to Section 2.7.3, any amendment to the Research Plan shall be subject to the Parties’ agreement on a budget (including Fulcrum FTEs and out-of-pocket expenses) for the Research Activities contemplated by such amendment. Each Party will conduct the Research Activities allocated to it in the Research Plan in a professional and timely manner, and will perform its obligations under the Research Plan in compliance with all Applicable Laws.

Research Plan. The initial Research Plan is attached hereto as Exhibit A. For each Calendar Year during the Research Program Term commencing with the second full Calendar Year, the Research Plan shall be amended and updated by the Parties, which amendments and updates shall be submitted to and approved by the JSC in accordance with [Section 2.1.4]. Each such amendment shall: # set forth # the research objectives and activities to be performed for the Calendar Year covered by the update with reasonable specificity; # the Party that shall be responsible for performing such activities; # a timeline and budget for such activities; and # with respect to Enanta Research Activities, the number of FTEs estimated to be required to perform such Enanta Research Activities; and # shall be consistent with the terms of this Agreement.

Research Plan. Subject to the terms and conditions of this Agreement, Fulcrum and [[MyoKardia:Organization]] agree to collaborate to discover novel genetic modifiers of underlying drivers of genetic cardiomyopathy. The research plan for this collaboration is set forth in [Schedule 3.1] (the “Research Plan”). All of the Research Activities to be conducted by or on behalf of the Parties under this Agreement during the Research Term are set forth at a high level in the Research Plan. Subject to [Section 2.7] (JSC Decision-Making), the Research Plan may be amended at any time during the Research Term by the JSC. Each Party will use Commercially Reasonable Efforts to conduct the Research Activities allocated to it in the Research Plan in a professional and timely manner and in compliance with all Applicable Laws. Upon expiration of the Research Term, the Parties will have no further obligation to conduct any Research Activities, including the screening and target validation activities set forth in [Section 3.6] (Target Validation and Selection of Cardiomyopathy Target(s)).

DM1 Guide Research Plan. During the [[Unknown Identifier]] Guide Research Term, CRISPR will use Commercially Reasonable Efforts to conduct the Research activities set forth in the [[Unknown Identifier]] Guide Research Plan in accordance with the criteria and timeframes set forth therein. The [[Unknown Identifier]] Guide Research Plan will include, where applicable, # a description of the process and criteria to be used by CRISPR to perform the [[Unknown Identifier]] Guide Research, # projected timelines for activities under the [[Unknown Identifier]] Guide Research Plan, # a budget for activities under such [[Unknown Identifier]] Guide Research Plan, which budget shall not exceed the amounts specified in the budget criteria attached hereto as [Schedule D]-2 (the “[[Unknown Identifier]] Guide Research Plan Budget”), and # decision points and associated criteria for the [[Unknown Identifier]] Guide Research. The initial [[Unknown Identifier]] Guide Research Plan is attached hereto as [Schedule D]-1. The [[Unknown Identifier]] Guide Research Plan may only be amended by approval of a proposed amendment thereto by the JAC, acting by consensus. If the JAC cannot reach agreement on a proposed amendment of the [[Unknown Identifier]] Guide Research Plan within ​ days of the date that the JAC first considers such proposed amendment, such matter will be escalated to the Executive Officers for resolution. If the Executive Officers do not reach agreement on whether to approve such proposed amendment within ​ days of the escalation of such matter to the Executive Officers, such proposed amendment of the [[Unknown Identifier]] Guide Research Plan will not take effect.

Research Plan; Research Budget. During the Research Term, the Parties shall conduct the Research Program in accordance with a written research plan that, at a minimum: # allocates research responsibilities between the Parties; # sets forth the details and anticipated timing of the research activities to be conducted by each Party; and # sets forth the minimum number of Xenon FTEs conducting such activities (as amended, modified or supplemented in accordance with this Agreement, the “Research Plan”). The Research Plan will set forth activities to be conducted by the Parties leading up to, and including the preparation of, an IND for one or more Research Compounds, but will not including the filing of such INDs by Neurocrine. The Research Plan will be conducted in accordance with an operational and research budget including all of Xenon’s FTE Costs and the anticipated out-of-pocket costs to be incurred by Xenon to conduct its activities under the Research Plan (the “Research Budget”). As of the Effective Date, the Parties have agreed upon an initial Research Plan describing the research activities to be conducted in the first year of the Research Program and corresponding initial Research Budget, which are attached to this Agreement as Exhibit J. From time to time during the Research Term (and no less frequently than once per calendar quarter), the JSC shall review the Research Plan and Research Budget and, as appropriate and to the extent necessary, prepare and approve amendments thereto. In addition, no later than December 1 of each calendar year during the Research Term, the Parties shall prepare an amended Research Plan and Research Budget describing research activities and the research and operational budget for the subsequent calendar year, which shall be submitted for review and approval by the JSC. Upon JSC approval of any amendment or modification to the Research Plan and Research Budget, the JSC will attach such amended or modified Research Plan and Research Budget to the minutes of the JSC meeting at which the same is approved and provide a copy of such minutes to each Party within [†] days. If the terms of the Research Plan contradict, or create inconsistencies or ambiguities with, the terms of this Agreement, then the terms of this Agreement shall govern.

Research Plan. The initial Research Plan will include the elements attached hereto as Exhibit A. Promptly after the Effective Date, the Parties will agree upon a complete Research Plan. Thereafter, the JSC will review and update the Research Plan on an annual basis or at such other times as it may decide. Either Party may propose amendments or modifications to the Research Plan for consideration and approval by the JSC from time to time. The Research Plan shall set forth: # the research activities to be conducted by each Party and # the estimated timelines for such research activities, and # a budget (including the estimated FTE Costs to be incurred by Seres in performing its obligations thereunder). If the terms of the Research Plan contradict, or create inconsistencies or ambiguities with, the terms of this Agreement, then the terms of this Agreement shall govern.

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