Common use of Record Keeping and Reports Clause in Contracts

Record Keeping and Reports. (a) NeoGenesis will keep and maintain complete and accurate records of all laboratory data and results generated in the course of the Screening Program, including records of all Preliminary Compounds, Active Compounds, and Improved Active Compounds identified, and any Inventions discovered and/or developed by NeoGenesis, during the Screening Program. All such written records of NeoGenesis shall be open to inspection by Schering during normal business hours upon reasonable prior written notice; provided, however, that except with respect to (i) Improved Active Compounds, (ii) Active Compounds, and (iii) Preliminary Compounds of the same Chemotype as such Improved Active Compounds or Active Compounds, NeoGenesis shall not provide Schering with access to any chemical structures or structural data. (b) NeoGenesis shall provide Schering with reasonably-detailed written reports describing the results of the research performed pursuant to the Screening Program including all Preliminary Compounds, Active Compounds and Improved Active Compounds identified in the Screening Program but shall not include any chemical structures or structural data with respect to any Compounds which are not (i) Improved Active Compounds, (ii) Active Compounds, and (iii) Preliminary Compounds of the same Chemotype as such Improved Active Compounds or Active Compounds. Such reports shall be delivered to Schering at least quarterly during the term of the Screening Program. In addition, with respect to each Target, promptly following the completion of screening of the entire NeoMorph Screening Library against such Target, NeoGenesis will deliver to Schering a Preliminary Target Report (as defined in ATTACHMENT A) with respect to any and all Preliminary Compounds identified during the Screening Program as having activity with respect to such Target. Each Preliminary Target Report shall include the binding affinities for all such Preliminary Compounds, as well as any information generated by NeoGenesis with regard to Target specificities and functional activities of such Preliminary Compounds. NeoGenesis shall also provide Schering with a Final Target Report (as defined in ATTACHMENT A) in accordance with the provisions of Paragraph 4 of ATTACHMENT A. NeoGenesis shall also provide Schering with reports at least one (1) week prior to each Steering Committee Meeting detailing the results of any Lead Compound optimization activities performed by NeoGenesis pursuant to Section 2.2(b) and ATTACHMENT A, which reports shall include the chemical structures and binding affinities of all Derivative Compounds contained in NeoMorph Focused Libraries prepared by NeoGenesis based upon such Lead Compound(s) and other information generated by NeoGenesis with respect thereto.

Record Keeping and Reports. = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (a) NeoGenesis will keep and maintain complete and accurate records of all laboratory data and results generated in the course of the Screening Program, including records of all Preliminary Compounds, Active Compounds, and Improved Active Compounds identified, and any Inventions discovered and/or developed by NeoGenesis, during the Screening Program. All such written records of NeoGenesis shall be open to inspection by Schering SPL during normal business hours upon reasonable prior written notice; provided, however, that except with respect to (i) Improved Active Compounds, (ii) Active Compounds, and (iii) Preliminary Compounds of the same Chemotype as such Improved Active Compounds or Active Compounds, NeoGenesis shall not provide Schering SPL with access to any chemical structures or structural data. (b) NeoGenesis shall provide Schering SPL with reasonably-detailed written reports describing the results of the research performed pursuant to the Screening Program including all Preliminary Compounds, Active Compounds and Improved Active Compounds identified in the Screening Program but shall not include any chemical structures or structural data with respect to any Compounds which are not (i) Improved Active Compounds, (ii) Active Compounds, and (iii) Preliminary Compounds of the same Chemotype as such Improved Active Compounds or Active Compounds. Such reports shall be delivered to Schering SPL at least quarterly during the term of the Screening Program. In addition, with respect to each Target, promptly following the completion of screening of the entire NeoMorph Screening Library against such Target, NeoGenesis will deliver to Schering SPL a Preliminary Target Report (as defined in ATTACHMENT A) with respect to any and all Preliminary Compounds identified during the Screening Program as having activity with respect to such Target. Each Preliminary Target Report shall include the binding affinities for all such Preliminary Compounds, as well as any information generated by NeoGenesis with regard to Target specificities and functional activities of such Preliminary Compounds. NeoGenesis shall also provide Schering SPL with a Final Target Report (as defined in ATTACHMENT A) in accordance with the provisions of Paragraph 4 of ATTACHMENT A. NeoGenesis shall also provide Schering SPL with reports at least one (1) week prior to each Steering Committee Meeting detailing the results of any Lead Compound optimization activities performed by NeoGenesis pursuant to Section 2.2(b) and ATTACHMENT A, which reports shall include the chemical structures and binding affinities of all Derivative Compounds contained in NeoMorph Focused Libraries prepared by NeoGenesis based upon such Lead Compound(s) and other information generated by NeoGenesis with respect thereto.

Record Keeping and Reports. (a) NeoGenesis will keep and maintain complete and accurate records of all laboratory data and results generated in the course of the Screening Program, including records of all Preliminary Compounds, Active Compounds, and Improved Active Compounds identified, and any Inventions discovered and/or developed by NeoGenesis, during the Screening Program. All such written records of NeoGenesis shall be open to inspection by Schering SPL during normal business hours upon reasonable prior written notice; provided, however, that except with respect to (i) Improved Active Compounds, (ii) Active Compounds, and (iii) Preliminary Compounds of the same Chemotype as such Improved Active Compounds or Active Compounds, NeoGenesis shall not provide Schering SPL with access to any chemical structures or structural data. (b) NeoGenesis shall provide Schering SPL with reasonably-detailed written reports describing the results of the research performed pursuant to the Screening Program including all Preliminary Compounds, Active Compounds and Improved Active Compounds identified in the Screening Program but shall not include any chemical structures or structural data with respect to any Compounds which are not (i) Improved Active Compounds, (ii) Active Compounds, and (iii) Preliminary Compounds of the same Chemotype as such Improved Active Compounds or Active Compounds. Such reports shall be delivered to Schering SPL at least quarterly during the term of the Screening Program. In addition, with respect to each Target, promptly following the completion of screening of the entire NeoMorph Screening Library against such Target, NeoGenesis will deliver to Schering SPL a Preliminary Target Report (as defined in ATTACHMENT A) with respect to any and all Preliminary Compounds identified during the Screening Program as having activity with respect to such Target. Each Preliminary Target Report shall include the binding affinities for all such Preliminary Compounds, as well as any information generated by NeoGenesis with regard to Target specificities and functional activities of such Preliminary Compounds. NeoGenesis shall also provide Schering SPL with a Final Target Report (as defined in ATTACHMENT A) in accordance with the provisions of Paragraph 4 of ATTACHMENT A. NeoGenesis shall also provide Schering SPL with reports at least one (1) week prior to each Steering Committee Meeting detailing the results of any Lead Compound optimization activities performed by NeoGenesis pursuant to Section 2.2(b) and ATTACHMENT A, which reports shall include the chemical structures and binding affinities of all Derivative Compounds contained in NeoMorph Focused Libraries prepared by NeoGenesis based upon such Lead Compound(s) and other information generated by NeoGenesis with respect thereto.