Collaboration Initiation; Developing Receptor Fee Clause Samples

Collaboration Initiation; Developing Receptor Fee. Upon selection by Fujisawa of the first Arena ************** Orphan Receptor that is the subject of a Success Notice or Initiation Notice, Fujisawa shall, within one (1) month of such Success Notice or one (1) month of such Initiation Notice, provide to Arena Developing Receptor Fee of ******************************************. (It is understood and agreed between the Parties that Fujisawa is not required to pay such Developing Receptor Fee to Arena in case that Fujisawa does not select any Arena ************** Orphan Receptor). The Developing Receptor Fee shall only be applicable with respect to this Agreement. Upon receipt of such Developing Receptor Fee by Arena, any Arena ************** Orphan Receptor selected by Fujisawa ("Fujisawa Selected Receptor") shall be the subject of an exclusive collaboration between Arena and Fujisawa, as set forth below, and in accordance with terms and conditions of this Agreement (The Parties acknowledge and agree that the maximum amount of Developing Receptor Fee that Fujisawa would be required to make to Arena under this Agreement is ************ ***************************** irrespective of the number of Fujisawa Selected Receptor.): (a) Arena shall apply the Arena Activation Technology, using Best Reasonable Commercial Efforts, to constitutively activate each Fujisawa Selected Receptor ("Fujisawa Activated Receptor"). (b) For each Fujisawa Activated Receptor, Arena, using Best Reasonable Commercial Efforts, shall establish a corresponding Screening Assay ("Fujisawa Receptor Assay"). (c) Arena shall use Best Reasonable Commercial Efforts to complete the Section 3.1 (a) and (b) hereof within one (1) month per each Fujisawa Activated Receptor and immediately after completion transfer to Fujisawa EACH Fujisawa Activated Receptor (in the cell line used by Arena to develop the Fujisawa Receptor Assay) and the protocol for its respective Fujisawa Receptor Assay as well as any Technical Information owned or possessed by Arena and necessary for Fujisawa to evaluate the Fujisawa Receptor Assay for its intended purpose (collectively, "Fujisawa Receptor Information"). For each Fujisawa Receptor Information transferred by Arena to Fujisawa, Fujisawa shall have one (1) month from the date of such transfer to evaluate such Fujisawa Receptor Information; at the end of such one month period, Fujisawa shall inform Arena of its decision either to (a) decline to take the Fujisawa Receptor Information and return that Fujisawa Receptor I...