Common use of Duties of the Research Committee Clause in Contracts

Duties of the Research Committee. The Research Committee shall direct and administer the Research Programs. With respect to the Research Programs, the Solvay Duphar representatives on the Research Committee shall, in consultation with the ArQule representatives, determine the identity, scope and priority of each Chemical Theme. The identity and scope of such Chemical Theme will be determined on the basis of the following criteria: (i) the specific reaction or reaction sequence used to combine members of two or more discrete chemical units in which each chemical unit bears the functional group(s) required for the specific reaction(s) that result in the combination of the chemical units; and (ii) the extent to which a class of compounds is related by a recurring structural motif associated with a particular biological activity. With respect to the SA Program, the Research Committee shall specifically determine the following: (i) the appropriate number and type of Chemical Themes represented in the Arrays delivered to Solvay Duphar each Contract Year; (ii) the appropriate number of compounds for each Chemical Theme in the Arrays delivered to Solvay Duphar each Contract Year; and (iii) the appropriate amount of each compound to be provided for a particular Chemical Theme. With respect to the DA Program, the Research Committee shall specifically determine the following: (i) the appropriate number and type of Chemical Themes for submission to the DA Program, subject to ArQule's right to exclude certain compounds as set forth in Section 2.3 below; (ii) the appropriate number of compounds that ArQule should generate in a Directed Array for a particular Chemical Theme; and (iii) the appropriate amount of each compound in a Directed Array that ArQule should deliver to Solvay Duphar for further research and development. In * confidential treatment has been requested for marked portions addition, the Research Committee shall (i) determine the allocation of the funding and personnel resources to be contributed by the parties under this Agreement, (ii) revise and extend the Research Plan each calendar quarter for the subsequent six (6) months based on prior developments, (iii) resolve matters involving scientific questions, and (iv) resolve publication disputes that may arise under Section 10.4.

Duties of the Research Committee. The Research Committee shall direct and administer the Research ProgramsProgram. With respect to the Research Programseach Directed Array™ Program, the Solvay Duphar representatives on the Research Committee shall, in consultation with the ArQule representatives, shall specifically determine the identityfollowing: (i) the appropriate number and type of Chemical Themes, scope to be submitted to the Directed Array™ Program, subject to ArQule’s right to exclude certain compounds as set forth in Section 4.2 below; (ii) the appropriate number of compounds that ArQule should generate in a Directed Array™ for a particular Chemical Theme; and priority (iii) the appropriate amount of each Chemical Themecompound in a Directed Array™ that ArQule should deliver to Wyeth-Ayerst for further research and development. The identity and scope of such each Chemical Theme will be determined on the basis of the following criteria: (i) the specific reaction or reaction sequence used to combine members of two or more discrete chemical units in which each chemical unit bears the functional group(s) required for the specific reaction(s) that result in the combination of the chemical units; and (ii) the extent to which a class of compounds is related by a recurring structural motif associated with a particular biological activity. With respect to the SA Program, the Research Committee shall specifically determine the following: (i) the appropriate number and type of Chemical Themes represented in the Arrays delivered to Solvay Duphar each Contract Year; (ii) the appropriate number of compounds for each Chemical Theme in the Arrays delivered to Solvay Duphar each Contract Year; and (iii) the appropriate amount of each compound to be provided for a particular Chemical Theme. With respect to the DA Program, the Research Committee shall specifically determine the following: (i) the appropriate number and type of Chemical Themes for submission to the DA Program, subject to ArQule's right to exclude certain compounds as set forth in Section 2.3 below; (ii) the appropriate number of compounds that ArQule should generate in a Directed Array for a particular Chemical Theme; and (iii) the appropriate amount of each compound in a Directed Array that ArQule should deliver to Solvay Duphar for further research and development. In * confidential treatment has been requested for marked portions addition, the Research Committee shall (i) determine the allocation criteria of the funding substantial structural homology and personnel resources minimal functional activity necessary to be contributed by the parties under this Agreementidentify Active Homologs of an Active Compound, (ii) determine the criteria of significant functional activity necessary to identify an Active Compound, (iii) determine whether any Active ArQule Compound and any Active Homolog thereto should be designated as a Licensed Compound and included in a Licensed Compound Set pursuant to Section 3.2 or Section 4.3 hereof; (iv) determine and update the list of Licensed Compounds; (v) revise and extend the Research Plan each calendar quarter for periodically as agreed to by the subsequent six Parties; (6vi) months based on prior developments, allocate personnel resources to be utilized by the parties under the Agreement; and (iiivii) resolve all matters involving scientific questions, and (iv) resolve publication disputes that may arise under Section 10.4.

Duties of the Research Committee. The Research Committee shall direct and administer the Research ProgramsProgram. With respect to the Research Programseach Directed Array(TM) Program, the Solvay Duphar representatives on the Research Committee shall, in consultation with the ArQule representatives, shall specifically determine the identityfollowing: (i) the appropriate number and type of Chemical Themes, scope to be submitted to the Directed Array(TM) Program, subject to ArQule's right to exclude certain compounds as set forth in Section 4.2 below; (ii) the appropriate number of compounds that ArQule should generate in a Directed Array(TM) for a particular Chemical Theme; and priority (iii) the appropriate amount of each Chemical Themecompound in a Directed Array(TM) that ArQule should deliver to Wyeth-Ayerst for further research and development. The identity and scope of such each Chemical Theme will be determined on the basis of the following criteria: (i) the specific reaction or reaction sequence used to combine members of two or more discrete chemical units in which each chemical unit bears the functional group(s) required for the specific reaction(s) that result in the combination of the chemical units; and (ii) the extent to which a class of compounds is related by a recurring structural motif associated with a particular biological activity. With respect to the SA Program, the Research Committee shall specifically determine the following: (i) the appropriate number and type of Chemical Themes represented in the Arrays delivered to Solvay Duphar each Contract Year; (ii) the appropriate number of compounds for each Chemical Theme in the Arrays delivered to Solvay Duphar each Contract Year; and (iii) the appropriate amount of each compound to be provided for a particular Chemical Theme. With respect to the DA Program, the Research Committee shall specifically determine the following: (i) the appropriate number and type of Chemical Themes for submission to the DA Program, subject to ArQule's right to exclude certain compounds as set forth in Section 2.3 below; (ii) the appropriate number of compounds that ArQule should generate in a Directed Array for a particular Chemical Theme; and (iii) the appropriate amount of each compound in a Directed Array that ArQule should deliver to Solvay Duphar for further research and development. In * confidential treatment has been requested for marked portions addition, the Research Committee shall (i) determine the allocation criteria of the funding substantial structural homology and personnel resources minimal functional activity necessary to be contributed by the parties under this Agreementidentify Active Homologs of an Active Compound, (ii) determine the criteria of significant functional activity necessary to identify an Active Compound, (iii) determine whether any Active ArQule Compound and any Active Homolog thereto should be designated as a Licensed Compound and included in a Licensed Compound Set pursuant to Section 3.2 or Section 4.3 hereof; (iv) determine and update the list of Licensed Compounds; (v) revise and extend the Research Plan each calendar quarter for periodically as agreed to by the subsequent six Parties; (6vi) months based on prior developments, allocate personnel resources to be utilized by the parties under the Agreement; and (iiivii) resolve all matters involving scientific questions, and (iv) resolve publication disputes that may arise under Section 10.4. * Confidential Treatment has been requested for the marked portions of this agreement.

Duties of the Research Committee. The Research Committee shall direct and administer the Research ProgramsProgram. With respect to the Research Programseach Directed Array™ Program, the Solvay Duphar representatives on the Research Committee shall, in consultation with the ArQule representatives, shall specifically determine the identity, scope and priority following: (i) the appropriate objectives of each Chemical Theme and/or Active Compound to be submitted to the Directed Array™ Program; (ii) the appropriate number and type of Chemical Themes to be submitted to the Directed Array™ Program, subject to ArQule’s right to exclude certain compounds as set forth in Section 3.2.3 below; (iii) the appropriate number of compounds that ArQule should generate in a Directed Array™ for a particular Chemical Theme; and (iv) the appropriate amount of each compound in a Directed Array™ that ArQule should deliver to Monsanto for further research and development. The identity and scope of such each Chemical Theme will be determined on the basis of the following criteria: (i) the specific reaction or reaction sequence used to combine members of two or more discrete chemical units in which each chemical unit bears the functional group(s) required for the specific reaction(s) that result in the combination of the chemical units; and (ii) the extent to which a class of compounds is related by a recurring structural motif associated with a particular biological activity. With respect to the SA Program, the Research Committee shall specifically determine the following: (i) the appropriate number and type of Chemical Themes represented in the Arrays delivered to Solvay Duphar each Contract Year; (ii) the appropriate number of compounds for each Chemical Theme in the Arrays delivered to Solvay Duphar each Contract Year; and (iii) the appropriate amount of each compound to be provided for a particular Chemical Theme. With respect to the DA Program, the Research Committee shall specifically determine the following: (i) the appropriate number and type of Chemical Themes for submission to the DA Program, subject to ArQule's right to exclude certain compounds as set forth in Section 2.3 below; (ii) the appropriate number of compounds that ArQule should generate in a Directed Array for a particular Chemical Theme; and (iii) the appropriate amount of each compound in a Directed Array that ArQule should deliver to Solvay Duphar for further research and development. In * confidential treatment has been requested for marked portions addition, the Research Committee shall (i) review test reports provided by Monsanto as to the significant functional activity derived from testing each Mapping Array™ and, based on such results, recommend to ArQule whether to develop Directed Arrays™ for any Active ArQule Compound, (ii) determine, subject to availability in the case of Active ArQule Compounds as provided in Section 3.2.3, whether any Active Compound and/or any Active Homolog thereto should be designated as a Licensed Compound; (iii) determine and update the list of Licensed Compounds; (iv) determine the allocation of the funding and personnel resources to be contributed by the parties Parties under this Agreement, ; (iiv) revise and extend the Research Plan each calendar quarter for the subsequent six (6) months based on prior developments, ; and (iiivi) resolve matters involving scientific questions, and (iv) resolve publication disputes that may arise under Section 10.4.