Common use of Collaborative Efforts and Reports Clause in Contracts

Collaborative Efforts and Reports. (a) The parties agree that the successful execution of the R&D Program will require the collaborative use of both parties' areas of expertise. The parties shall keep the RDSC fully informed about the status of the portions of the R&D Program they respectively perform. Without limiting the foregoing, each party shall furnish to the RDSC quarterly written reports within 30 days after the end of each quarterly period, describing the progress of its activities in connection with the R&D Program in reasonable detail, including: (i) a detailed accounting of the FTEs used, (ii) a reasonably detailed synopsis of the screening and testing of Gene Variants and Shuffled Genes, and the development of Shuffled Genes and PIONEER Licensed Products, and (iii) a description of Intellectual Property arising from the R&D Program. It is understood and agreed that reports regarding the development and commercialization of PIONEER Licensed Products outside the scope of the R&D Program shall be subject to (P)5.3 below, and that reports regarding the development and commercialization of MAXYGEN Licensed Products outside the scope of the R&D Program shall be subject to (P)5.4 below. (b) MAXYGEN and PIONEER shall cooperate in the performance of the R&D Program and, subject to any confidentiality obligations to third parties, shall exchange information and materials as necessary to carry out the R&D Program, pursuant to the provisions of this Agreement. Each party will attempt to accommodate any reasonable request of the other party to send or receive personnel for purposes of discussing the R&D Program. Such visits and access will be at agreed times, have defined purposes, be of agreed limited duration and be scheduled in advance. The requesting party will bear the travel and lodging costs of any such personnel. It is understood that any such visiting personnel may be subject to reasonable restrictions to protect intellectual property outside the R&D Program and the rights of third parties, which may include sequestration from research projects outside of the R&D Program. (c) During the Research Program and for a period of three (3) years thereafter, MAXYGEN and PIONEER shall maintain records of the R&D Program (or cause such records to be maintained) in sufficient detail and good scientific manner as will properly reflect all work done in the R&D Program and results achieved in the performance of the R&D Program; provided, that laboratory notebooks relating to activities conducted during and in connection with the R&D Program shall be retained, at a minimum, for the term of the Agreement. Each party shall use reasonable efforts to provide to the other pertinent Research Data generated by or on behalf of such party in connection with the R&D Program as the other party may reasonably request. Such Research Data shall include, without limitation: all results obtained as a result of activities conducted pursuant to (P)2.1D(d) and (e), and all results with respect to (i) any Gene Variants which had activity meeting the applicable criteria established by the RDSC, (ii) all results of all assays in which Gene Variants or protein pools, as the case may be, demonstrated such activity, and (iii) the levels of such activity. It is understood that nothing herein shall require, or be construed to require, MAXYGEN to disclose to PIONEER any Shuffling Technology, except to the extent necessary for filing patent applications claiming Shuffled Genes.

Collaborative Efforts and Reports. (a) The parties agree that the successful execution of the R&D Program will require the collaborative use of both parties' areas of expertise. The parties shall keep the RDSC fully informed about the status of the portions of the R&D Program they respectively perform. Without limiting the foregoingIn particular, without limitation, each party shall furnish to the RDSC quarterly and each other semi-annual written reports within 30 thirty (30) days after the end of each quarterly semi-annual period, describing the progress of its activities in connection with the R&D Program in reasonable detail, including: including (ix) a detailed accounting of the FTEs used, (ii) a reasonably detailed synopsis used and actual allocation of the screening and testing of Gene Variants and Shuffled Genes, and the development of Shuffled Genes and PIONEER Licensed ProductsFTEs, and (iiiy) a description of Proprietary Intellectual Property arising 10 [Confidential Treatment Requested] from (i) CURAGEN's research efforts and accomplishments and (ii) PIONEER's research programs, breeding programs and field tests. The RDSC shall also be kept informed of any efforts by PIONEER or the parties jointly to (x) pursue commercialization partners in the PIONEER Commercialization Field or (y) pursue research partners for the purpose of facilitating additional research within the R&D Program. It is understood and agreed that reports regarding the development and commercialization of PIONEER Licensed Products outside Field beyond the scope of the research on Target Traits described in the Work Plan. Any such expansion of the research efforts in the R&D Program Field shall include additional research funding for CURAGEN and may include additional payments to the parties in the form of additional up front fees, milestone fees, royalties or license fees which shall be subject shared by the parties in a mutually agreeable manner so as to (P)5.3 below, and that reports regarding the development and commercialization of MAXYGEN Licensed Products outside the scope of the R&D Program shall be subject reflect each party's contribution to (P)5.4 belowany such expanded collaboration. (b) MAXYGEN Scientists at CURAGEN and PIONEER shall cooperate in the performance of the R&D Program and, subject to any confidentiality obligations to third parties, shall exchange information and materials as necessary to carry out the R&D Program, pursuant subject to the provisions of this AgreementSection 5. Each party will attempt to accommodate any reasonable request of the other party to send or receive personnel for purposes of discussing collaborating or exchanging information under the R&D Program. Such visits and and/or access will be at agreed times, have defined purposes, be of agreed limited duration purposes and be scheduled in advance. The requesting party will bear the travel and lodging costs of any such personnel. It is understood that any such visiting personnel may be subject to reasonable restrictions to protect intellectual property outside the R&D Program and the rights of third parties, which may include sequestration from research projects outside of the R&D Program. (c) During CURAGEN shall set up and maintain, throughout the Research Program Term, a secure partition of its GeneScape(TM) database and for a period of three (3) years thereafter, MAXYGEN software and provide online E-mail and telephone help in the use thereof to PIONEER. CURAGEN and PIONEER shall jointly set up and maintain records a secure connection to said partition of the R&D Program GeneScape(TM) database and software in order to give PIONEER on-line access thereto. PIONEER shall have no rights to use the GeneScape(TM) database and software except as set forth above and in Section 8.1.1 (b) The parties recognize that PIONEER may desire to include other data in GeneScape(TM) database and software and/or that PIONEER may wish to analyze Research Data with other data analysis tools not available in GeneScape(TM) database and software or cause such records in conjunction with other data owned or controlled or accessed by PIONEER. In recognition of this desire, the Parties may cooperate in an effort to be maintainedincorporate other data and/or data analysis tools into the GeneScape(TM) in sufficient detail database and good scientific manner as will properly reflect all work done in software. (d) After the R&D Program and results achieved in the performance first six (6) months of the R&D Program; provided, that laboratory notebooks relating to activities conducted during and in connection with but before the first anniversary of the R&D Program Program, CURAGEN and PIONEER shall be retained, at discuss strategies and the resources needed to import a minimum, for the term copy of the Agreement. Each party shall use reasonable efforts to provide to the other pertinent Research Data generated by or on behalf of to PIONEER, if necessary for efficiency, and to keep 5/16/97 it updated. Any such party in connection with the R&D Program as the other party may reasonably request. Such Research Data shall include, without limitation: all results obtained as a result of imported to PIONEER may be used by PIONEER only for activities conducted pursuant to (P)2.1D(d) and (e), and all results with respect to (i) any Gene Variants which had activity meeting the applicable criteria established by the RDSC, (ii) all results of all assays in which Gene Variants or protein pools, as the case may be, demonstrated such activity, and (iii) the levels of such activity. It is understood that nothing herein shall require, or be construed to require, MAXYGEN to disclose to PIONEER any Shuffling Technology, except to the extent necessary for filing patent applications claiming Shuffled GenesSection 8.8.

Collaborative Efforts and Reports. (a) The parties Parties agree that the successful execution of the R&D Program Discovery Collaboration will require the collaborative use of both partiesParties' areas area of expertise. The parties Parties shall keep the RDSC Steering Committee fully informed about the status of the portions of the R&D Program Discovery Collaboration they respectively perform. Without limiting the foregoingIn particular, without limitation, each party Party shall furnish to the RDSC Steering Committee quarterly written reports within 30 thirty (30) days after the end of each quarterly period, describing the progress of its activities in connection with the R&D Program in reasonable detail, including: including (i) a detailed accounting summary of the FTEs usedprogress of any ongoing Discovery Projects, (ii) a reasonably detailed synopsis summary of uses of Discovery Project Data, including but not limited to ROCHE's (or any of its Affiliates) activities with regard to transfer of any such Discovery Project Data to ROCHE's databases outside of the screening and testing of Gene Variants and Shuffled Genes, and the development of Shuffled Genes and PIONEER Licensed ProductsGeneScape(R) database, and (iii) a description of Intellectual Property arising Discovery Project Data Sets from completed Discovery Projects. At any time, upon the R&D Program. It is understood and agreed that reports regarding the development and commercialization reasonable request of PIONEER Licensed Products outside the scope ROCHE (or any of its Affiliates), CURAGEN will provide an update of the R&D Program shall be subject status of ongoing Discovery Projects to ROCHE (P)5.3 below, and that reports regarding the development and commercialization or any of MAXYGEN Licensed Products outside the scope of the R&D Program shall be subject to (P)5.4 belowits Affiliates). (b) MAXYGEN Scientists at CURAGEN and PIONEER ROCHE shall cooperate in the performance of the R&D Program Discovery Collaboration and, subject to any confidentiality obligations to third parties, shall exchange information and materials (including ROCHE Proprietary Material) as necessary to carry out the R&D Program, pursuant to the provisions of this AgreementDiscovery Collaboration. Each party Party will attempt to accommodate any reasonable request of the other party Party to send or receive personnel for purposes of discussing collaborating or exchanging information under the R&D ProgramDiscovery Collaboration. Such visits and and/or access will be at agreed times, have defined purposes, be of agreed limited duration purposes and be scheduled in advance. The requesting party Each Party will bear the its own travel and lodging costs of any related to such personnel. It is understood that any such visiting personnel may be subject to reasonable restrictions to protect intellectual property outside the R&D Program and the rights of third parties, which may include sequestration from research projects outside of the R&D Programmeetings. (c) During CURAGEN will give written notice to ROCHE and the Research Program and for a period of three (3) years thereafter, MAXYGEN and PIONEER shall maintain records Steering Committee upon Completion of the R&D Program Discovery Project Data Set from each Discovery Project. (or cause such records to be maintainedd) CURAGEN shall set up and maintain, throughout the Discovery Collaboration Term, a secure partition of its GeneScape(R) database and software for use by ROCHE and CURAGEN exclusively for the purposes of performing the Discovery Collaboration, and shall provide online electronic mail and telephone help during normal business hours in sufficient detail and good scientific manner as will properly reflect all work done New Haven, CT, in the R&D Program use thereof to ROCHE. CURAGEN and results achieved in the performance ROCHE shall jointly set up and maintain a secure connection to said partition of the R&D Program; providedGeneScape(R) database and software in order to give ROCHE on- line access thereto. ROCHE shall have no rights to use the GeneScape(R) database and software except as expressly set forth herein and shall have no rights to provide access to the GeneScape(R) database and/or other CURAGEN software or databases to Third Parties without the prior written consent of CURAGEN. In the event the Parties agree that a dedicated line or lines is or are needed to provide access, that laboratory notebooks relating to activities conducted during and in connection with the R&D Program ROCHE shall be retained, at a minimum, responsible for the term of the Agreement. Each party shall use reasonable efforts to provide to the other pertinent Research Data generated by or on behalf of such party in connection with the R&D Program as the other party may reasonably request. Such Research Data shall include, without limitation: all results obtained as a result of activities conducted pursuant to (P)2.1D(d) and (e), and all results with respect to (i) any Gene Variants which had activity meeting the applicable criteria established by the RDSC, (ii) all results of all assays in which Gene Variants or protein pools, as the case may be, demonstrated such activity, and (iii) the levels of such activity. It is understood that nothing herein shall require, or be construed to require, MAXYGEN to disclose to PIONEER any Shuffling Technology, except to the extent necessary for filing patent applications claiming Shuffled Genescosts associated therewith.

Collaborative Efforts and Reports. (a) The parties Parties agree that the successful execution of the R&D Program will require the collaborative use of both partiesParties' areas of expertise. The parties Parties shall keep the RDSC Project Managers fully informed about the status of the portions of the R&D Program they respectively perform. Without limiting the foregoing, each party Party shall furnish to the RDSC quarterly Project Managers semi-annual written reports within 30 days after the end of each quarterly periodcalendar quarter, beginning with the quarter ending March 31, 2001 including all work done from the Effective Date, and thereafter by each calendar quarter, describing the progress of its activities in connection with the R&D Program in reasonable detail, including: including at least: (ia) a detailed accounting shall describe [***]. All reports and information provided under this Section 2.1.2 (a) shall be deemed Confidential Information of the FTEs used, (ii) a reasonably detailed synopsis of Party which provided the screening and testing of Gene Variants and Shuffled Genes, and the development of Shuffled Genes and PIONEER Licensed Products, and (iii) a description of Intellectual Property arising from the R&D Program. It is understood and agreed that reports regarding the development and commercialization of PIONEER Licensed Products outside the scope of the R&D Program shall be subject to (P)5.3 below, and that reports regarding the development and commercialization of MAXYGEN Licensed Products outside the scope of the R&D Program shall be subject to (P)5.4 belowinformation. (b) MAXYGEN DIVERSA and PIONEER TDCC shall cooperate in the performance of the R&D Program and, subject to any confidentiality obligations to third partiesThird Parties or legal restrictions, shall exchange information and materials Materials and Enzymes as necessary to carry out the R&D Program, Program pursuant to the provisions of this Agreement. Each party Party will attempt to accommodate any reasonable request of the other party Party to send or receive personnel for purposes of discussing the R&D Program. Such visits and access will be at mutually agreed times, have defined purposes, be of agreed limited duration duration, and be scheduled in advance. The requesting party will Each Party shall bear the travel and lodging costs all expenses of any such personneltheir respective personnel related to these visits. It is understood that any such visiting personnel may be subject to reasonable restrictions to protect intellectual property outside the R&D Program and the rights of third partiesThird Parties, which may include sequestration from research projects outside of the R&D Program.. All personnel shall abide by the required rules for any Third Party visiting that Party's site, including, but not limited to, security, safety, personal injury, alcohol use and other matters. ----------------------------- * CONFIDENTIAL TREATMENT REQUESTED (c) During the Research Program Term and for a period of three (3) years thereafterrequired to meet all regulatory requirements, MAXYGEN DIVERSA and PIONEER TDCC shall maintain records of the R&D Program (or cause such records to be maintained) in sufficient detail and good scientific manner as will properly reflect all work done in the R&D Program and results achieved in the performance of the R&D Program; provided, that laboratory notebooks relating to activities conducted during and in connection with the R&D Program shall be retained, at a minimum, for the term of the Agreement. Each party Party shall use reasonable efforts to provide to allow the other Party to have reasonable access to all pertinent Research Data generated by or on behalf of such party in connection with the R&D Program as the other party may reasonably request. Such Research Data shall include, without limitation: all results obtained as a result of activities conducted pursuant to (P)2.1D(d) and (e), and all results Party with respect to each Licensed Enzyme. This retention of records may be extended if there is a legal proceeding pending (i) any Gene Variants which had activity meeting the applicable criteria established by the RDSCi.e., (ii) all results of all assays in which Gene Variants or protein pools, as the case may be, demonstrated such activity, and (iii) the levels of such activity. It is understood that nothing herein shall requirecourt action, or be construed U.S. interference or opposition involving the Party's Intellectual Property) where those records are reasonably required and a written request with the reason is provided to require, MAXYGEN to the Party. Each Party shall disclose to PIONEER any Shuffling Technologythe other Party such Confidential Information to enable patent protection for the Enzymes and Licensed Enzymes to be obtained. Should Trade Secrets be concerned, except to the extent necessary Parties shall discuss the best protection for filing patent applications claiming Shuffled Genesthe Licensed Product.