Common use of Conduct of Directed Array Program Clause in Contracts

Conduct of Directed Array Program. Each Directed Array Program shall be conducted pursuant to the Research Plan in a good scientific manner and in compliance with all ----------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. applicable legal requirements. The conduct of each Directed Array Program shall be the primary responsibility of ArQule with participation by Sankyo. ArQule shall commit a total [*****] per year [*****] to each Directed Array Program[*****], subject to adjustment by the Steering Committee; provided, however that ArQule shall have no obligation to commit more than a total of [*****] the Directed Array Program unless Sankyo funds such additional FTEs as described below. Sankyo shall propose projects to the Steering Committee for inclusion as a Directed Array Program. If the Steering Committee approves the inclusion of the proposed project, ArQule shall thereupon diligently synthesize Directed Array Libraries of ArQule Derivative Compounds or Sankyo Derivative Compounds in accordance with the Research Plan; provided that ArQule shall have the right to decline to synthesize any compound that (i) was under development by ArQule (including programs with academic collaborators or corporate partners) before such compound was specifically proposed to be included in the Directed Array Program or (ii) was already within a screening library before such compound was specifically proposed to be included in the Directed Array Program. Sankyo shall provide ArQule with the requisite amount and purity of Sankyo Compounds, as directed by the Research Committee, for any Directed Array Programs based on such Sankyo Compounds. Sankyo shall, in its discretion, test all compounds in the Directed Array Libraries. If Sankyo desires to increase the number of Directed Array Programs under this Agreement, Sankyo will notify ArQule through the Research Committee and the parties will discuss the matter.

Conduct of Directed Array Program. Each Directed Array Program shall be conducted pursuant to the Research Plan in a good scientific manner and in compliance with all ----------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. applicable legal requirements. The conduct of each Directed Array Program shall be the primary responsibility of ArQule with participation by Sankyo. ArQule shall commit a total [*****] of four (4) FTEs per year [*****] (July 1 to June 30) to each Directed Array Program[*****]Program (including two synthetic organic chemists), subject to adjustment by the Steering Committee; provided, however however, that ArQule shall have no obligation to commit more than a total of [*****] four (4) FTEs per year to the Directed Array Program unless Sankyo funds such additional FTEs as described below. Sankyo shall propose projects to the Steering Committee for inclusion as a Directed Array Program. If the Steering Committee approves the inclusion of the proposed project, ArQule shall thereupon diligently synthesize Directed Array Libraries of ArQule Derivative Compounds or Sankyo Derivative Compounds in accordance with the Research Plan; provided that ArQule shall have the right to decline to synthesize any compound that (i) was under development by ArQule (including programs with academic collaborators or corporate partners) before such compound was specifically proposed to be included in the Directed Array Program or (ii) was already within a screening library before such compound was specifically proposed to be included in the Directed Array Program. Sankyo shall provide ArQule with the requisite amount and purity of Sankyo Compounds, as directed by the Research Committee, for any Directed Array Programs based on such Sankyo Compounds. Sankyo shall, in its discretion, test all compounds in the Directed Array Libraries. If Sankyo desires to increase the number of Directed Array Programs under this Agreement, Sankyo will notify ArQule through the Research Committee and the parties will discuss the matter.