Common use of Research Collaboration Clause in Contracts

Research Collaboration. 3.7.1 Aarvik shall carry out the activities of each Work Item and deliver the required Data Package and/or deliverables in accordance with the applicable SOW. Without limiting the generality of the foregoing, Aarvik shall, in accordance with the applicable SOWs and the timeline approved by JRC, apply the Aarvik IP to (i) design and synthesize Collaboration Compounds, and (ii) by itself or through subcontractor(s), [***]. During the Research Term, if any Party identifies any Third Party Patent or Know-How that is necessary or reasonably useful for any activity under the SOWs but has not been included in the Aarvik IP, then such Party shall immediately inform the other Party and the Parties shall discuss in good faith the need of obtaining a license from such Third Party. 3.7.2 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver the Data Packages and all other deliverables required under the [***], as well as the results of the Patentability and FTO Analysis as described in Section 3.2.3, to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.3 If, upon completion of the [***] for the Collaboration Program, AxxxXxxx decides not to advance the Collaboration Program to [***], ArriVent may terminate the Collaboration Program. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.4 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. 3.7.5 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. 3.7.6 Within [***] ([***]) days after completion of the [***], Aarvik shall deliver to ArriVent a full report on all key results and findings of the Collaboration Program, and such other data, results and information as ArriVent may deem necessary for it to determine whether or not to exercise the Option (the “Full Report”).

Research Collaboration. 3.7.1 Aarvik If Recipient detects activity in one or more ---------------------- Compounds during the term of this Agreement, the following procedures shall carry out apply: (a) Upon execution of a mutually acceptable confidential disclosure agreement (the activities "CDA") between ArQule and Recipient, Recipient shall disclose to ArQule the array plate number and well number of each Work Item any Compound(s) exhibiting confirmed significant activity (the "Active Compound(s)") and deliver the required Data Package and/or deliverables in accordance with the applicable SOW. Without limiting the generality identity of the foregoingtarget(s) (the "Target(s)"). (b) ArQule will determine whether any Active Compound(s) have previously been committed to a third party or to an internal ArQule program. If any Active Compound(s) have been so committed, Aarvik shallRecipient shall have no rights in or to such Active Compound(s). For Active Compounds that are not committed ("Available Compounds"), in accordance with the applicable SOWs and the timeline approved by JRC, apply the Aarvik IP to ArQule shall (i) design disclose to Recipient the chemical composition and synthesize Collaboration Compoundstheoretical structure of the Available Compound(s), subject to the CDA, and (ii) reserve the Available Compound(s) (i.e., ArQule will not license or otherwise commit the Available Compound(s) to any third party or to an internal ArQule program) for a period of sixty (60) days following the date upon which Recipient received this disclosure from ArQule (the "Reservation Period"). (c) ArQule hereby grants Recipient the right to negotiate a research collaboration and license agreement for the Available Compound(s) (the "Negotiation Right") in accordance with the following procedures. Recipient may exercise the Negotiation Right upon written notice to ArQule which is received by itself or through subcontractor(s)ArQule at any time during the term of this Agreement, [***]. During whereupon the Research Term, if any Party identifies any Third Party Patent or Know-How that is necessary or reasonably useful for any activity under the SOWs but has not been included in the Aarvik IP, then such Party shall immediately inform the other Party and the Parties shall discuss parties will engage in good faith negotiations to establish the need terms and conditions of obtaining a mutually acceptable research collaboration and license from such Third Party. 3.7.2 No later than [***] ([***]agreement, including the terms set forth on Attachment A. During the Reservation Period, the Available Compound(s) days after completion of are reserved for Recipient, and the [***]Negotiation Right will be exclusive to Recipient. After the Reservation Period, Aarvik shallif the parties have not executed a research collaboration and license agreement, to the extent not already provided to ArriVent, deliver the Data Packages Available Compounds are no longer reserved for Recipient and all other deliverables required under the [***], as well as the results of the Patentability and FTO Analysis as described in Section 3.2.3, to ArriVent. ArriVent ArQule shall have the sole discretion right to decide whether or not to advance any Collaboration Compound and which Collaboration license these Active Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. If AxxxXxxx decides to advance the Collaboration Program any third party or to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.3 If, upon completion of the [***] for the Collaboration Program, AxxxXxxx decides not to advance the Collaboration Program to [***], ArriVent may terminate the Collaboration Program. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.4 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration commit these Active Compound(s) will be advanced for further studies beyond to an internal ArQule program, subject in both cases to any non-disclosure and non-use provisions in the [***]. ArriVent shall inform Axxxxx of its decision in writingCDA. 3.7.5 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. 3.7.6 Within [***] ([***]) days after completion of the [***], Aarvik shall deliver to ArriVent a full report on all key results and findings of the Collaboration Program, and such other data, results and information as ArriVent may deem necessary for it to determine whether or not to exercise the Option (the “Full Report”).