Common use of Compound Selection Clause in Contracts

Compound Selection. Each LNA Compound delivered by Santaris to Enzon will be identified by Santaris pursuant to the selection process set forth in Schedule 5.4A (the “Compound Selection Process”) and shall satisfy the acceptance criteria set forth for such Additional Target in Schedule 5.4B (the “Compound Acceptance Criteria”). Following the Compound Selection Process, Santaris shall provide Enzon with written reports detailing the results of such process, including its design, synthesis, first screening efforts, second screening efforts, as well as the sequences of any and all LNA Compounds resulting from such process that meet the Compound Acceptance Criteria. Upon Santaris’ delivery, at Santaris’ cost, of [**Redacted**] of each of [**Redacted**] LNA Compounds that meet the Compound Acceptance Criteria each of which is an “Accepted LNA Compound” for Enzon’s [**Redacted**] (which LNA Compounds shall satisfy the obligations of Santaris under Section 5.3), Enzon shall pay the required amount under Section 7.3; provided, however, in the event that Santaris elects to deliver the LNA Compounds to Enzon more frequently than with respect to [**Redacted**] Additional Target every [**Redacted**] pursuant to Section 5.3, Enzon shall not be required to pay the amount required under Section 7.3 more than once in any [**Redacted**] period pursuant to the terms of Section 7.3. Following Enzon’s [**Redacted**], which shall last no longer than [**Redacted**], Santaris shall at Santaris’ cost provide Enzon with one and [**Redacted**] of substance for [**Redacted**] LNA Compounds (identified by Enzon) meeting the applicable Compound Acceptance Criteria for an Additional Target (each of which is an Accepted LNA Compound). Enzon shall have the right to synthesize or have synthesized by a Third Party, at Enzon’s sole cost, additional quantities of any and all LNA Compounds delivered by Santaris, as well as quantities of any additional LNA Compounds disclosed in the written reports provided by Santaris pursuant to this Section 5.4 that also meet the applicable Compound Acceptance Criteria (each such additional LNA Compound synthesized by or for Enzon, if any shall also be an Accepted LNA Compound).

Compound Selection. Each LNA Compound delivered by Santaris Angiotech, in its sole discretion, may select up to Enzon will ten (10) CombinatoRx Compounds, including Protected Compounds and Fast Track Compounds, to be identified by Santaris pursuant licensed from CombinatoRx under this Agreement at any time prior to the selection process set forth in Schedule 5.4A expiration or termination of the Research Period except with respect to Compounds which become CombinatoRx Compounds within the last six (6) months of the Research Period which may be selected at any time during the six (6) months following the expiration of the Research Period (the “Research Period as so extended with respect to such CombinatoRx Compounds being referred to herein as the "SELECTION PERIOD"). Notwithstanding the [**] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. foregoing, Angiotech may select up to five (5) additional CombinatoRx Compounds in addition to the ten (10) CombinatoRx Compounds described in the first sentence of this Section upon payment by Angiotech to CombinatoRx of two million dollars ($2,000,000) for each such additional CombinatoRx Compound. For the avoidance of doubt, where a Compound Selection Process”) and is comprised of two or more Active Ingredients, such Compounds if selected shall satisfy the acceptance criteria set forth nevertheless be considered to be one Selected Compound. A selection used for a CombinatoRx Compound may not be re-used even if such Additional Target in Schedule 5.4B (the “CombinatoRx Compound Acceptance Criteria”)is subsequently returned to CombinatoRx under Article 15 of this Agreement or otherwise. Following the Compound Selection Process, Santaris shall provide Enzon with written reports detailing the results determination of such process, including its design, synthesis, first screening efforts, second screening efforts, as well as the sequences of any and all LNA Compounds resulting from such process that meet the Compound Acceptance Criteria. Upon Santaris’ delivery, at Santaris’ cost, of [**Redacted**] of each of [**Redacted**] LNA Compounds that meet the Compound Acceptance Criteria each of which is an “Accepted LNA Compound” for Enzon’s [**Redacted**] (which LNA Compounds shall satisfy the obligations of Santaris under Section 5.3), Enzon shall pay the required amount under Section 7.3; provided, however, in the event that Santaris elects to deliver the LNA Compounds to Enzon more frequently than with respect to [**Redacted**] Additional Target every [**Redacted**] Class pursuant to Section 5.36.4.2 for a Compound selected by Angiotech, Enzon shall not be required Angiotech may also select up to pay the amount required under Section 7.3 more than once in any [**Redacted**] period pursuant to the terms of Section 7.3. Following Enzon’s [**Redacted**], which shall last no longer than [**Redacted**], Santaris shall at Santaris’ cost provide Enzon with one and [**Redacted**] of substance two (2) Back-Up Compounds for [**Redacted**] LNA Compounds (identified by Enzon) meeting the applicable each CombinatoRx Compound Acceptance Criteria selected for an Additional Target (each of which is an Accepted LNA Compound). Enzon shall have the right to synthesize or have synthesized by a Third Party, at Enzon’s sole cost, additional quantities of any and all LNA Compounds delivered by Santaris, as well as quantities of any additional LNA Compounds disclosed in the written reports provided by Santaris license pursuant to this Section 5.4 that also meet or Section 6.2.2. Each such Compound selected pursuant to this Section 6.4, including the applicable Back-Up Compounds so selected, together with all other Compounds included in the Compound Acceptance Criteria Class related to such Compounds (each as determined pursuant to Section 6.4.2 below) shall be deemed a "SELECTED COMPOUND." A Selected Compound shall not include any other Compounds in the Compound Class (other than the Compound specifically selected by Angiotech) which, at the time of such additional LNA selection, CombinatoRx has undertaken any IN VIVO pre-clinical or clinical studies or such Compound is novel and has been synthesized for further research or development prior to such selection unless Angiotech makes a separate selection under this Section 6.4.1 regarding such other Compound, and no separate Compound Class will be determined and there will be no Back-Ups for such separately selected Compound. Within thirty (30) days following selection of a particular Compound and determination of the Compound Class for such Compound by the Research Committee, CombinatoRx shall inform Angiotech as to whether it has conducted or is conducting any activity of the type described in the preceding sentence in respect of any member of such Compound Class. Within sixty (60) days after receipt of the information described in the preceding sentence, Angiotech shall be entitled to decline its previously selected Compound, which shall not be counted against the permitted number of Selected Compounds, on the basis of such activity or the scope of Compounds included within the Compound Class, and to select a replacement Selected Compound (and the Back-Up Compounds for Enzonsuch Selected Compound) with such selection to take place within such sixty (60) day period, if at all. Any Compound rejected by Angiotech pursuant to the preceding two sentences shall no longer be available for selection by Angiotech without the consent of CombinatoRx. If Angiotech does not elect to separately select such Compound, then CombinatoRx shall not grant a license to such Compound in the Angiotech Field to any Third Party during the Research Period and for one (1) year after its expiration, or, if this Agreement is earlier terminated by Angiotech pursuant to Section 15.4, 15.5 or 15.6 for a period of one (1) year after such termination. Angiotech shall also be an Accepted LNA Compound)notify CombinatoRx in writing as to which Selected Compounds it has selected at any time prior to the expiration or termination of the Selection Period.

Compound Selection. Each LNA Compound delivered by Santaris to Enzon will be identified by Santaris pursuant to the selection process set forth in Schedule 5.4A (the “Compound Selection Process”) and shall satisfy the acceptance criteria set forth for such Additional Target in Schedule 5.4B (the “Compound Acceptance Criteria”). Following the Compound Selection Process, Santaris shall provide Enzon with written reports detailing the results of such process, including its design, synthesis, first screening efforts, second screening efforts, as well as the sequences of any and all LNA Compounds resulting from such process that meet the Compound Acceptance Criteria. Upon Santaris’ delivery, at Santaris’ cost, of [**Redacted**] of each of [**Redacted**] LNA Compounds that meet the Compound Acceptance Criteria each of which is an “Accepted LNA Compound” for Enzon’s [**Redacted**] (which LNA Compounds shall satisfy the obligations of Santaris under Section 5.3), Enzon shall pay the required amount under Section 7.3; provided, however, in the event that Santaris elects to deliver the LNA Compounds to Enzon more frequently than with respect to [**Redacted**] Additional Target every [**Redacted**] pursuant to Section 5.3, Enzon shall not be required to pay the amount required under Section 7.3 more than once in any [**Redacted**] period pursuant to the terms of Section 7.3. Following Enzon’s [**Redacted**], which shall last no longer than [**Redacted**], Santaris shall at Santaris’ cost provide Enzon with one [**Redacted**] and [**Redacted**] of substance for [**Redacted**] LNA Compounds (identified by Enzon) meeting the applicable Compound Acceptance Criteria for an Additional Target (each of which is an Accepted LNA Compound). Enzon shall have the right to synthesize or have synthesized by a Third Party, at Enzon’s sole cost, additional quantities of any and all LNA Compounds delivered by Santaris, as well as quantities of any additional LNA Compounds disclosed in the written reports provided by Santaris pursuant to this Section 5.4 that also meet the applicable Compound Acceptance Criteria (each such additional LNA Compound synthesized by or for Enzon, if any shall also be an Accepted LNA Compound).

Compound Selection. Each LNA Compound delivered by Santaris to Enzon will be identified by Santaris pursuant to the selection process set forth in Schedule 5.4A (the “Compound Selection Process”) and shall satisfy the acceptance criteria set forth for such Additional Target in Schedule 5.4B (the “Compound Acceptance Criteria”). Following the Compound Selection Process, Santaris shall provide Enzon with written reports detailing the results of such process, including its design, synthesis, first screening efforts, second screening efforts, as well as the sequences of any and all LNA Compounds resulting from such process that meet the Compound Acceptance Criteria. Upon Santaris’ delivery, at Santaris’ cost, of [**Redacted**] 400 mg of each of [**Redacted**] four (4) or five (5) LNA Compounds that meet the Compound Acceptance Criteria each of which is an “Accepted LNA Compound” for Enzon’s [**Redacted**] mini-tox studies (which LNA Compounds shall satisfy the obligations of Santaris under Section 5.3), Enzon shall pay the required amount under Section 7.3; provided, however, in the event that Santaris elects to deliver the LNA Compounds to Enzon more frequently than with respect to [**Redacted**] one Additional Target every [**Redacted**] four (4) months pursuant to Section 5.3, Enzon shall not be required to pay the amount required under Section 7.3 more than once in any [**Redacted**] four month period pursuant to the terms of Section 7.3. Following Enzon’s [**Redacted**]mini-tox, which shall last no longer than [**Redacted**]eight (8) weeks, Santaris shall at Santaris’ cost provide Enzon with one and [**Redacted**] one-half (1-1/2) grams of substance for [**Redacted**] two (2) LNA Compounds (identified by Enzon) meeting the applicable Compound Acceptance Criteria for an Additional Target (each of which is an Accepted LNA Compound). Enzon shall have the right to synthesize or have synthesized by a Third Party, at Enzon’s sole cost, additional quantities of any and all LNA Compounds delivered by Santaris, as well as quantities of any additional LNA Compounds disclosed in the written reports provided by Santaris pursuant to this Section 5.4 that also meet the applicable Compound Acceptance Criteria (each such additional LNA Compound synthesized by or for Enzon, if any shall also be an Accepted LNA Compound).