Common use of Ambit’s Research and Development Rights and Obligations Clause in Contracts

Ambit’s Research and Development Rights and Obligations. (a) Ambit shall use Commercially Reasonable Efforts to perform the tasks and activities assigned to Ambit under each Development Plan, in collaboration with Astellas and with the goal of completing each Development Program as required for completing each NDA Submission in the Joint Development Territory for the Product covered by the Development Program as soon as reasonably practicable. (b) Ambit shall use Commercially Reasonable Efforts to perform the tasks and activities set forth in the Research Plan in order to research and evaluate the Ambit Follow-on Compounds selected by the JSC for research under this Agreement, under the direction of the JSC from the Effective Date. In accordance with the foregoing, Ambit shall: (i) allocate sufficient time, effort, equipment, personnel and facilities to the Research Program to meet the timelines specified in the Research Plan; (ii) use personnel with sufficient skills and experience as are required to accomplish the Research Program; and (iii) promptly share with Astellas all data and results generated by Ambit in its conduct of Research Program activities. Astellas shall cooperate with Ambit in its conduct of the Research Program and shall use Commercially Reasonable Efforts to perform the tasks and activities allocated to Astellas in the Research Plan in order to further achievement of the goals of the Research Program. (c) As provided in and subject to the provisions of the initial Development Plan, and in accordance with the other terms of this Agreement, Ambit shall use Commercially Reasonable Efforts to conduct […***…]. Each of these studies shall be included in the Development Program for the Lead Product and be under the direction of the JSC from the Effective Date, and all of Ambit’s Development Costs incurred in conducting such studies shall be jointly funded by the Parties as provided in Section 2.7.1 below. (d) Ambit agrees to perform its development obligations for each Product that is selected by the JSC to be the subject of an IND in accordance with the Development Plan for such Product and the other applicable terms of this Agreement, and under the direction of the JSC, which may include, to the extent required by the applicable Development Plan, as follows: (i) conduct of all monotherapy trials in all Oncology Indications that are required for or initiated prior to the first NDA Submission covering the Product in the Joint Development Territory; and (ii) conduct the first clinical proof-of-concept study in a Non-Oncology Indication initiated prior to the first NDA Submission in the Joint Development Territory.