Common use of SCREENING PROGRAM Clause in Contracts

SCREENING PROGRAM. (a) During the term of the Screening Program, NeoGenesis will utilize its proprietary technology and methods, including without limitation the ALIS method, to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying Active Compounds for further evaluation and development. Screening will be performed pursuant to the protocol for the Screening Program, as set forth in paragraphs 1-2 of ATTACHMENT A. With respect to each accepted Target provided by Schering under Section 2.1, NeoGenesis shall *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. complete the screening of the NeoMorph Screening Library within [*] following the date that the Target is delivered to NeoGenesis. The results of such screening shall be provided to Schering through the Steering Committee in the form of a Preliminary Target Report (as defined in ATTACHMENT A). NeoGenesis shall provide Schering with samples of all Preliminary Compounds selected by the Steering Committee for further evaluation by Schering pursuant to paragraph 3 of ATTACHMENT A. Schering will evaluate such Preliminary Compounds in Target-based functional assays and/or secondary assays to identify Active Compounds, and will report the results of such evaluations to the Steering Committee, and NeoGenesis will promptly thereafter provide Schering with all available structural information for each Active Compound so identified. NeoGenesis will, at the direction of the Steering Committee, conduct initial optimization activities, as described in paragraph 4, of ATTACHMENT A, to identify Improved Active Compounds. It is acknowledged that all compounds generated from such initial optimization activities and having activity against the relevant Target shall be deemed to be Improved Active Compounds; provided that such optimization activities and all Improved Active Compounds arising therefrom shall not be deemed to be optimization of Lead Compounds for purposes of Section 2.1(e) or for determining Schering's financial obligations under Sections 4.3 and 4.4. (b) NeoGenesis will, at the direction of the Steering Committee, conduct a full program of medicinal chemistry optimization activities, based upon those Selected Compounds identified as Lead Compounds that are suitable for optimization. Such optimization activities shall include the design and preparation of NeoMorph Focused Libraries based upon such Lead Compounds, and the screening of the NeoMorph Focused Libraries against the relevant Target(s). The parties acknowledge and agree that, subject to the terms of Sections 3.5(a), and effective on the date that Schering acquires an exclusive license to the relevant Selected Compound(s) pursuant to Sections 2.7(c), 3.1 and 3.2, any and all Compounds which are included in NeoMorph Focused Libraries prepared against the relevant Target shall be the exclusive property of Schering. NeoGenesis shall not use the NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other know-how related thereto, for any purpose other than the performance of the Screening Program. NeoGenesis shall not provide any NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other NeoGenesis Know-How related thereto, to any third party without the prior written consent of Schering. Notwithstanding the foregoing limitations, it is expressly understood and agreed that NeoGenesis may, through use of the NeoMorph Screening Library on behalf of third parties independently generate results or data similar to the results or data generated in the course of the Screening Program and that the use of such independently generated results or data shall not constitute a breach of NeoGenesis' obligations under this Section 2.2(b); PROVIDED, that NeoGenesis has complied with its obligations to mask Compounds in accordance with Section 2.3 of this Agreement. (c) NeoGenesis shall not perform any tests on or using any of the Targets that are outside the scope of the Screening Program, or attempt to modify the Targets supplied by Schering, including, without limitation, the making of any derivatives, analogs or components thereof. In the event that NeoGenesis does not consume all of the Targets supplied by Schering in performance of the Screening Program, NeoGenesis will upon completion of the Screening *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Program promptly, return to Schering any quantities of such Target(s) and any derivatives, analogs or components thereof. (d) The term of the Screening Program shall begin on the Effective Date and shall continue in effect for a period of two (2) years. Schering shall have the right to extend the term of the Screening Program for up to three additional one (1) year terms, by providing NeoGenesis with written notice to that effect at least sixty (60) days prior to the expiration of the then current term of the Screening Program and subject to the provisions of Section 4.1 concerning research funding for such extension term. The Screening Program shall remain in effect for the period specified in this Section 2.2(d), including as it may be extended, unless sooner terminated in accordance with Section 8.2 or Section 9.5. (e) During the term of the Screening Program, upon request, NeoGenesis shall provide Schering with samples of Selected Compounds and Derivative Compounds from NeoMorph Focused Libraries in a form and quantity suitable to enable Schering to conduct additional testing to confirm the specific binding activity of such Compounds and to evaluate and determine the functional activity of the Selected Compounds and/or Derivative Compounds. Schering may also elect to perform medicinal chemistry research using such Selected Compounds and/or Derivative Compounds to discover and evaluate additional Derivative Compounds. Schering shall keep NeoGenesis reasonably informed of the results of such activities through the Steering Committee. (f) During the term of the Screening Program NeoGenesis shall provide appropriately trained dedicated scientific personnel to perform the Screening Program in accordance with the terms of this Agreement. During the initial two (2) year term of the Screening Program, NeoGenesis shall provide such support at the level of [*] FTEs during each year of the Screening Program, it being understood that NeoGenesis may allocate such FTE time within any calendar year in a manner consistent with its obligations under the Screening Program based on the workload for such Screening Program at any particular time during the Screening Program. In addition, NeoGenesis will, upon written request by Schering, provide additional FTE support for the Screening Program of up to an additional [*] FTEs during the term of the Screening Program. In the event that the term of the Screening Program is extended pursuant to Section 2.2(d), the Steering Committee shall establish the number of FTEs to be provided by NeoGenesis for performance of the Screening Program during the extended term. (g) NeoGenesis shall monitor expenditures, in accordance with its corporate policies, to ensure that the funds provided by Schering are spent in accordance with this Agreement. NeoGenesis shall keep and maintain adequate books and records to furnish information to Schering regarding calculation of the amounts expended by NeoGenesis on the Screening Program according to the provisions of this Agreement. During the Screening Program and for two (2) years following the expiration of the Screening Program, NeoGenesis shall permit Schering to examine such books and records during normal business hours, upon thirty (30) days notice to NeoGenesis. Upon the expiration of the two (2) year period, the calculation of the amounts expended on each year of the Screening Program shall be binding and *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. conclusive upon the parties and NeoGenesis shall be released from any further accountability with respect to the Screening Program. (h) NeoGenesis will perform its screening obligations in accordance with all applicable laws, rules and regulations.

SCREENING PROGRAM. (a) During the term of the Screening Program, NeoGenesis will utilize its proprietary technology and methods, including without limitation the ALIS method, to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying Active Compounds for further evaluation and development. Screening will be performed pursuant to the protocol for the Screening Program, as set forth in paragraphs 1-2 of ATTACHMENT A. With respect to each accepted Target provided by Schering SPL under Section 2.1, NeoGenesis shall *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. complete the screening of the NeoMorph Screening Library within [*] following the date that the Target is delivered to NeoGenesis. The results of such screening shall be provided to Schering SPL through the Steering Committee in the form of a Preliminary Target Report (as defined in ATTACHMENT A). NeoGenesis shall provide Schering SPL with samples of all Preliminary Compounds selected by the *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Steering Committee for further evaluation by Schering SPL pursuant to paragraph 3 of ATTACHMENT A. Schering SPL will evaluate such Preliminary Compounds in Target-based functional assays and/or secondary assays to identify Active Compounds, and will report the results of such evaluations to the Steering Committee, and NeoGenesis will promptly thereafter provide Schering SPL with all available structural information for each Active Compound so identified. NeoGenesis will, at the direction of the Steering Committee, conduct initial optimization activities, as described in paragraph 4, of ATTACHMENT A, to identify Improved Active Compounds. It is acknowledged that all compounds generated from such initial optimization activities and having activity against the relevant Target shall be deemed to be Improved Active Compounds; provided that such optimization activities and all Improved Active Compounds arising therefrom shall not be deemed to be optimization of Lead Compounds for purposes of Section 2.1(e) or for determining ScheringSPL's financial obligations under Sections 4.3 and 4.4. (b) NeoGenesis will, at the direction of the Steering Committee, conduct a full program of medicinal chemistry optimization activities, based upon those Selected Compounds identified as Lead Compounds that are suitable for optimization. Such optimization activities shall include the design and preparation of NeoMorph Focused Libraries based upon such Lead Compounds, and the screening of the NeoMorph Focused Libraries against the relevant Target(s). The parties acknowledge and agree that, subject to the terms of Sections 3.5(a), and effective on the date that Schering SPL acquires an exclusive license to the relevant Selected Compound(s) pursuant to Sections 2.7(c), 3.1 and 3.2, any and all Compounds which are included in NeoMorph Focused Libraries prepared against the relevant Target shall be the exclusive property of ScheringSPL. NeoGenesis shall not use the NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other know-how related thereto, for any purpose other than the performance of the Screening Program. NeoGenesis shall not provide any NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other NeoGenesis Know-How related thereto, to any third party without the prior written consent of ScheringSPL. Notwithstanding the foregoing limitations, it is expressly understood and agreed that NeoGenesis may, through use of the NeoMorph Screening Library on behalf of third parties independently generate results or data similar to the results or data generated in the course of the Screening Program and that the use of such independently generated results or data shall not constitute a breach of NeoGenesis' obligations under this Section 2.2(b); PROVIDED, that NeoGenesis has complied with its obligations to mask Compounds in accordance with Section 2.3 of this Agreement. (c) NeoGenesis shall not perform any tests on or using any of the Targets that are outside the scope of the Screening Program, or attempt to modify the Targets supplied by ScheringSPL, including, without limitation, the making of any derivatives, analogs or components thereof. In the event that NeoGenesis does not consume all of the Targets supplied by Schering SPL in performance of the Screening Program, NeoGenesis will upon completion of the Screening *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Program promptly, return to Schering SPL any quantities of such Target(s) and any derivatives, analogs or components thereof. (d) The term of the Screening Program shall begin on the Effective Date and shall continue in effect for a period of two (2) years. Schering SPL shall have the right to extend the term *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. of the Screening Program for up to three additional one (1) year terms, by providing NeoGenesis with written notice to that effect at least sixty (60) days prior to the expiration of the then current term of the Screening Program and subject to the provisions of Section 4.1 concerning research funding for such extension term. The Screening Program shall remain in effect for the period specified in this Section 2.2(d), including as it may be extended, unless sooner terminated in accordance with Section 8.2 or Section 9.5. (e) During the term of the Screening Program, upon request, NeoGenesis shall provide Schering SPL with samples of Selected Compounds and Derivative Compounds from NeoMorph Focused Libraries in a form and quantity suitable to enable Schering SPL to conduct additional testing to confirm the specific binding activity of such Compounds and to evaluate and determine the functional activity of the Selected Compounds and/or Derivative Compounds. Schering SPL may also elect to perform medicinal chemistry research using such Selected Compounds and/or Derivative Compounds to discover and evaluate additional Derivative Compounds. Schering SPL shall keep NeoGenesis reasonably informed of the results of such activities through the Steering Committee. (f) During the term of the Screening Program NeoGenesis shall provide appropriately trained dedicated scientific personnel to perform the Screening Program in accordance with the terms of this Agreement. During the initial two (2) year term of the Screening Program, NeoGenesis shall provide such support at the level of [*] FTEs during each year of the Screening Program, it being understood that NeoGenesis may allocate such FTE time within any calendar year in a manner consistent with its obligations under the Screening Program based on the workload for such Screening Program at any particular time during the Screening Program. In addition, NeoGenesis will, upon written request by ScheringSPL, provide additional FTE support for the Screening Program of up to an additional [*] FTEs during the term of the Screening Program. In the event that the term of the Screening Program is extended pursuant to Section 2.2(d), the Steering Committee shall establish the number of FTEs to be provided by NeoGenesis for performance of the Screening Program during the extended term. (g) NeoGenesis shall monitor expenditures, in accordance with its corporate policies, to ensure that the funds provided by Schering SPL are spent in accordance with this Agreement. NeoGenesis shall keep and maintain adequate books and records to furnish information to Schering SPL regarding calculation of the amounts expended by NeoGenesis on the Screening Program according to the provisions of this Agreement. During the Screening Program and for two (2) years following the expiration of the Screening Program, NeoGenesis shall permit Schering SPL to examine such books and records during normal business hours, upon thirty (30) days notice to NeoGenesis. Upon the expiration of the two (2) year period, the calculation of the amounts expended on each year of the Screening Program shall be binding and *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. conclusive upon the parties and NeoGenesis shall be released from any further accountability with respect to the Screening Program. (h) NeoGenesis will perform its screening obligations in accordance with all applicable laws, rules and regulations. *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

SCREENING PROGRAM. (a) During the term of the Screening Program, NeoGenesis will utilize its proprietary technology and methods, including without limitation the ALIS method, to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying Active Compounds for further evaluation and development. Screening will be performed pursuant to the protocol for the Screening Program, as set forth in paragraphs 1-2 of ATTACHMENT A. With respect to each accepted Target provided by Schering under Section 2.1, NeoGenesis shall *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. complete the screening of the NeoMorph Screening Library within [*] following the date that the Target is delivered to NeoGenesis. The results of such screening shall be provided to Schering through the Steering Committee in the form of a Preliminary Target Report (as defined in * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. ATTACHMENT A). NeoGenesis shall provide Schering with samples of all Preliminary Compounds selected by the Steering Committee for further evaluation by Schering pursuant to paragraph 3 of ATTACHMENT A. Schering will evaluate such Preliminary Compounds in Target-based functional assays and/or secondary assays to identify Active Compounds, and will report the results of such evaluations to the Steering Committee, and NeoGenesis will promptly thereafter provide Schering with all available structural information for each Active Compound so identified. NeoGenesis will, at the direction of the Steering Committee, conduct initial optimization activities, as described in paragraph 4, of ATTACHMENT A, to identify Improved Active Compounds. It is acknowledged that all compounds generated from such initial optimization activities and having activity against the relevant Target shall be deemed to be Improved Active Compounds; provided that such optimization activities and all Improved Active Compounds arising therefrom shall not be deemed to be optimization of Lead Compounds for purposes of Section 2.1(e) or for determining Schering's financial obligations under Sections 4.3 and 4.4. (b) NeoGenesis will, at the direction of the Steering Committee, conduct a full program of medicinal chemistry optimization activities, based upon those Selected Compounds identified as Lead Compounds that are suitable for optimization. Such optimization activities shall include the design and preparation of NeoMorph Focused Libraries based upon such Lead Compounds, and the screening of the NeoMorph Focused Libraries against the relevant Target(s). The parties acknowledge and agree that, subject to the terms of Sections 3.5(a), and effective on the date that Schering acquires an exclusive license to the relevant Selected Compound(s) pursuant to Sections 2.7(c), 3.1 and 3.2, any and all Compounds which are included in NeoMorph Focused Libraries prepared against the relevant Target shall be the exclusive property of Schering. NeoGenesis shall not use the NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other know-how related thereto, for any purpose other than the performance of the Screening Program. NeoGenesis shall not provide any NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other NeoGenesis Know-How related thereto, to any third party without the prior written consent of Schering. Notwithstanding the foregoing limitations, it is expressly understood and agreed that NeoGenesis may, through use of the NeoMorph Screening Library on behalf of third parties independently generate results or data similar to the results or data generated in the course of the Screening Program and that the use of such independently generated results or data shall not constitute a breach of NeoGenesis' obligations under this Section 2.2(b); PROVIDED, that NeoGenesis has complied with its obligations to mask Compounds in accordance with Section 2.3 of this Agreement. (c) NeoGenesis shall not perform any tests on or using any of the Targets that are outside the scope of the Screening Program, or attempt to modify the Targets supplied by Schering, including, without limitation, the making of any derivatives, analogs or components thereof. In the event that NeoGenesis does not consume all of the Targets supplied by Schering in performance of the Screening Program, NeoGenesis will upon completion of the Screening *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Program promptly, return to Schering any quantities of such Target(s) and any derivatives, analogs or components thereof. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (d) The term of the Screening Program shall begin on the Effective Date and shall continue in effect for a period of two (2) years. Schering shall have the right to extend the term of the Screening Program for up to three additional one (1) year terms, by providing NeoGenesis with written notice to that effect at least sixty (60) days prior to the expiration of the then current term of the Screening Program and subject to the provisions of Section 4.1 concerning research funding for such extension term. The Screening Program shall remain in effect for the period specified in this Section 2.2(d), including as it may be extended, unless sooner terminated in accordance with Section 8.2 or Section 9.5. (e) During the term of the Screening Program, upon request, NeoGenesis shall provide Schering with samples of Selected Compounds and Derivative Compounds from NeoMorph Focused Libraries in a form and quantity suitable to enable Schering to conduct additional testing to confirm the specific binding activity of such Compounds and to evaluate and determine the functional activity of the Selected Compounds and/or Derivative Compounds. Schering may also elect to perform medicinal chemistry research using such Selected Compounds and/or Derivative Compounds to discover and evaluate additional Derivative Compounds. Schering shall keep NeoGenesis reasonably informed of the results of such activities through the Steering Committee. (f) During the term of the Screening Program NeoGenesis shall provide appropriately trained dedicated scientific personnel to perform the Screening Program in accordance with the terms of this Agreement. During the initial two (2) year term of the Screening Program, NeoGenesis shall provide such support at the level of [*] FTEs during each year of the Screening Program, it being understood that NeoGenesis may allocate such FTE time within any calendar year in a manner consistent with its obligations under the Screening Program based on the workload for such Screening Program at any particular time during the Screening Program. In addition, NeoGenesis will, upon written request by Schering, provide additional FTE support for the Screening Program of up to an additional [*] FTEs during the term of the Screening Program. In the event that the term of the Screening Program is extended pursuant to Section 2.2(d), the Steering Committee shall establish the number of FTEs to be provided by NeoGenesis for performance of the Screening Program during the extended term. (g) NeoGenesis shall monitor expenditures, in accordance with its corporate policies, to ensure that the funds provided by Schering are spent in accordance with this Agreement. NeoGenesis shall keep and maintain adequate books and records to furnish information to Schering regarding calculation of the amounts expended by NeoGenesis on the Screening Program according to the provisions of this Agreement. During the Screening Program and for two (2) years following the expiration of the Screening Program, NeoGenesis shall permit Schering to examine such books and records during normal business hours, upon thirty (30) days notice to NeoGenesis. Upon the expiration of the two (2) year period, the calculation of the amounts expended on each year of the Screening Program shall be binding and *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. conclusive upon the parties and NeoGenesis shall be released from any further accountability with respect to the Screening Program. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (h) NeoGenesis will perform its screening obligations in accordance with all applicable laws, rules and regulations.

SCREENING PROGRAM. (a) During the term of the Screening Program, NeoGenesis will utilize its proprietary technology and methods, including without limitation the ALIS method, to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying Active Compounds for further evaluation and development. Screening will be performed pursuant to the protocol for the Screening Program, as set forth in paragraphs 1-2 of ATTACHMENT A. With respect to each accepted Target provided by Schering SPL under Section 2.1, NeoGenesis shall *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. complete the screening of the NeoMorph Screening Library within [*] following the date that the Target is delivered to NeoGenesis. The results of such screening shall be provided to Schering SPL through the Steering Committee in the form of a Preliminary Target Report (as defined in ATTACHMENT A). NeoGenesis shall provide Schering SPL with samples of all Preliminary Compounds selected by the Steering Committee for further evaluation by Schering SPL pursuant to paragraph 3 of ATTACHMENT A. Schering SPL will evaluate such Preliminary Compounds in Target-based functional assays and/or secondary assays to identify Active Compounds, and will report the results of such evaluations to the Steering Committee, and NeoGenesis will promptly thereafter provide Schering SPL with all available structural information for each Active Compound so identified. NeoGenesis will, at the direction of the Steering Committee, conduct initial optimization activities, as described in paragraph 4, of ATTACHMENT A, to identify Improved Active Compounds. It is acknowledged that all compounds generated from such initial optimization activities and having activity against the relevant Target shall be deemed to be Improved Active Compounds; provided that such optimization activities and all Improved Active Compounds arising therefrom shall not be deemed to be optimization of Lead Compounds for purposes of Section 2.1(e) or for determining ScheringSPL's financial obligations under Sections 4.3 and 4.4. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (b) NeoGenesis will, at the direction of the Steering Committee, conduct a full program of medicinal chemistry optimization activities, based upon those Selected Compounds identified as Lead Compounds that are suitable for optimization. Such optimization activities shall include the design and preparation of NeoMorph Focused Libraries based upon such Lead Compounds, and the screening of the NeoMorph Focused Libraries against the relevant Target(s). The parties acknowledge and agree that, subject to the terms of Sections 3.5(a), and effective on the date that Schering SPL acquires an exclusive license to the relevant Selected Compound(s) pursuant to Sections 2.7(c), 3.1 and 3.2, any and all Compounds which are included in NeoMorph Focused Libraries prepared against the relevant Target shall be the exclusive property of ScheringSPL. NeoGenesis shall not use the NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other know-how related thereto, for any purpose other than the performance of the Screening Program. NeoGenesis shall not provide any NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other NeoGenesis Know-How related thereto, to any third party without the prior written consent of ScheringSPL. Notwithstanding the foregoing limitations, it is expressly understood and agreed that NeoGenesis may, through use of the NeoMorph Screening Library on behalf of third parties independently generate results or data similar to the results or data generated in the course of the Screening Program and that the use of such independently generated results or data shall not constitute a breach of NeoGenesis' obligations under this Section 2.2(b); PROVIDED, that NeoGenesis has complied with its obligations to mask Compounds in accordance with Section 2.3 of this Agreement. (c) NeoGenesis shall not perform any tests on or using any of the Targets that are outside the scope of the Screening Program, or attempt to modify the Targets supplied by ScheringSPL, including, without limitation, the making of any derivatives, analogs or components thereof. In the event that NeoGenesis does not consume all of the Targets supplied by Schering SPL in performance of the Screening Program, NeoGenesis will upon completion of the Screening *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Program promptly, return to Schering SPL any quantities of such Target(s) and any derivatives, analogs or components thereof. (d) The term of the Screening Program shall begin on the Effective Date and shall continue in effect for a period of two (2) years. Schering SPL shall have the right to extend the term of the Screening Program for up to three additional one (1) year terms, by providing NeoGenesis with written notice to that effect at least sixty (60) days prior to the expiration of the then current term of the Screening Program and subject to the provisions of Section 4.1 concerning research funding for such extension term. The Screening Program shall remain in effect for the period specified in this Section 2.2(d), including as it may be extended, unless sooner terminated in accordance with Section 8.2 or Section 9.5. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (e) During the term of the Screening Program, upon request, NeoGenesis shall provide Schering SPL with samples of Selected Compounds and Derivative Compounds from NeoMorph Focused Libraries in a form and quantity suitable to enable Schering SPL to conduct additional testing to confirm the specific binding activity of such Compounds and to evaluate and determine the functional activity of the Selected Compounds and/or Derivative Compounds. Schering SPL may also elect to perform medicinal chemistry research using such Selected Compounds and/or Derivative Compounds to discover and evaluate additional Derivative Compounds. Schering SPL shall keep NeoGenesis reasonably informed of the results of such activities through the Steering Committee. (f) During the term of the Screening Program NeoGenesis shall provide appropriately trained dedicated scientific personnel to perform the Screening Program in accordance with the terms of this Agreement. During the initial two (2) year term of the Screening Program, NeoGenesis shall provide such support at the level of [*] FTEs during each year of the Screening Program, it being understood that NeoGenesis may allocate such FTE time within any calendar year in a manner consistent with its obligations under the Screening Program based on the workload for such Screening Program at any particular time during the Screening Program. In addition, NeoGenesis will, upon written request by ScheringSPL, provide additional FTE support for the Screening Program of up to an additional [*] FTEs during the term of the Screening Program. In the event that the term of the Screening Program is extended pursuant to Section 2.2(d), the Steering Committee shall establish the number of FTEs to be provided by NeoGenesis for performance of the Screening Program during the extended term. (g) NeoGenesis shall monitor expenditures, in accordance with its corporate policies, to ensure that the funds provided by Schering SPL are spent in accordance with this Agreement. NeoGenesis shall keep and maintain adequate books and records to furnish information to Schering SPL regarding calculation of the amounts expended by NeoGenesis on the Screening Program according to the provisions of this Agreement. During the Screening Program and for two (2) years following the expiration of the Screening Program, NeoGenesis shall permit Schering SPL to examine such books and records during normal business hours, upon thirty (30) days notice to NeoGenesis. Upon the expiration of the two (2) year period, the calculation of the amounts expended on each year of the Screening Program shall be binding and *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. conclusive upon the parties and NeoGenesis shall be released from any further accountability with respect to the Screening Program. (h) NeoGenesis will perform its screening obligations in accordance with all applicable laws, rules and regulations. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

SCREENING PROGRAM. (a) During The parties agree that the term first Target shall be TGF beta receptor Type I. Upon designation of the Screening Programany additional Target by CUSTOMER, NeoGenesis will utilize have [*] to agree to conduct the control and follow up control experiments of para. 2 of ATTACHMENT A with that Target or to reject (because of its proprietary technology unavailability) the Target. Upon such agreement, CUSTOMER shall within [*] deliver all necessary reagents with respect to such Target to NeoGenesis. NeoGenesis shall within [*] of receipt of such reagents conduct the control and methodsfollow-up experiments of para. 2 of ATTACHMENT A with respect to the Target. It will also establish an SOP as provided under that paragraph. The Program for a given Target will remain in effect for a period of [*] from the time of transfer of reagents by CUSTOMER to NeoGenesis, with an option by CUSTOMER to renew the Program for such Target for an additional [*] period on terms and conditions, including without limitation level of support, that are mutually agreeable. CUSTOMER shall notify NeoGenesis whether CUSTOMER wishes to extend the Program for a given Target for an additional [*], no later than [*] prior to termination of the initial term. NeoGenesis will apply its ALIS method, method to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying Active Compounds potentially useful chemical compounds for further evaluation and development. Screening will be performed pursuant to the protocol for the Screening Program, as set forth in paragraphs 1-2 of ATTACHMENT A. With respect to each accepted Target provided by Schering under Section 2.1, NeoGenesis shall *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. complete evaluation and development. Alternatively, NeoGenesis shall apply ALIS screening of libraries provided by CUSTOMER as described in ATTACHMENT A. Screening will be performed pursuant to the screening of protocol for the NeoMorph Screening Library Program set forth in ATTACHMENT A. NeoGenesis shall conduct the screening and deliver a Final Target Report as described in ATTACHMENT A, but in any event within [*] following the date that the applicable Target is delivered to NeoGenesis. The results of such screening shall be provided to Schering through , unless the Steering Committee parties agree in the form of a Preliminary Target Report (as defined in ATTACHMENT A). NeoGenesis shall provide Schering with samples of all Preliminary Compounds selected by the Steering Committee for further evaluation by Schering pursuant to paragraph 3 of ATTACHMENT A. Schering will evaluate such Preliminary Compounds in Target-based functional assays and/or secondary assays to identify Active Compounds, and will report the results of such evaluations to the Steering Committee, and NeoGenesis will promptly thereafter provide Schering with all available structural information for each Active Compound so identified. NeoGenesis will, at the direction of the Steering Committee, conduct initial optimization activities, as described in paragraph 4, of ATTACHMENT A, to identify Improved Active Compounds. It is acknowledged that all compounds generated from such initial optimization activities and having activity against the relevant Target shall be deemed to be Improved Active Compounds; provided that such optimization activities and all Improved Active Compounds arising therefrom shall not be deemed to be optimization of Lead Compounds for purposes of Section 2.1(e) or for determining Schering's financial obligations under Sections 4.3 and 4.4. (b) NeoGenesis will, at the direction of the Steering Committee, conduct a full program of medicinal chemistry optimization activities, based upon those Selected Compounds identified as Lead Compounds that are suitable for optimization. Such optimization activities shall include the design and preparation of NeoMorph Focused Libraries based upon such Lead Compounds, and the screening of the NeoMorph Focused Libraries against the relevant Target(s). The parties acknowledge and agree that, subject to the terms of Sections 3.5(a), and effective on the date that Schering acquires an exclusive license to the relevant Selected Compound(s) pursuant to Sections 2.7(c), 3.1 and 3.2, any and all Compounds which are included in NeoMorph Focused Libraries prepared against the relevant Target shall be the exclusive property of Schering. NeoGenesis shall not use the NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other know-how related thereto, for any purpose other than the performance of the Screening Program. NeoGenesis shall not provide any NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other NeoGenesis Know-How related thereto, to any third party without the prior written consent of Schering. Notwithstanding the foregoing limitations, it is expressly understood and agreed that NeoGenesis may, through use of the NeoMorph Screening Library on behalf of third parties independently generate results or data similar to the results or data generated in the course of the Screening Program and that the use of such independently generated results or data shall not constitute a breach of NeoGenesis' obligations under this Section 2.2(b); PROVIDED, that NeoGenesis has complied with its obligations to mask Compounds in accordance with Section 2.3 of this Agreement. (c) NeoGenesis shall not perform any tests on or using any of the Targets that are outside the scope of the Screening Program, or attempt to modify the Targets supplied by Schering, including, without limitation, the making of any derivatives, analogs or components thereof. In the event that NeoGenesis does not consume all of the Targets supplied by Schering in performance of the Screening Program, NeoGenesis will upon completion of the Screening *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Program promptly, return to Schering any quantities of such Target(s) and any derivatives, analogs or components thereof. (d) The term of the Screening Program shall begin on the Effective Date and shall continue in effect for a period of two (2) years. Schering shall have the right writing to extend the term of the Screening Program for up to three additional one (1) year terms, by providing NeoGenesis with written notice to that effect at least sixty (60) days prior to the expiration of the then current term of the Screening Program and subject to the provisions of Section 4.1 concerning research funding for such extension term. The Screening Program shall remain in effect for the period specified in this Section 2.2(d), including as it may be extended, unless sooner terminated in accordance with Section 8.2 or Section 9.5. (e) During the term of the Screening Program, upon request, NeoGenesis shall provide Schering with samples of Selected Compounds and Derivative Compounds from NeoMorph Focused Libraries in a form and quantity suitable to enable Schering to conduct additional testing to confirm the specific binding activity of such Compounds and to evaluate and determine the functional activity of the Selected Compounds and/or Derivative Compounds. Schering may also elect to perform medicinal chemistry research using such Selected Compounds and/or Derivative Compounds to discover and evaluate additional Derivative Compounds. Schering shall keep NeoGenesis reasonably informed of the results of such activities through the Steering Committee. (f) During the term of the Screening Program NeoGenesis shall provide appropriately trained dedicated scientific personnel to perform the Screening Program in accordance with the terms of this Agreement. During the initial two (2) year term of the Screening Program, NeoGenesis shall provide such support at the level of [*] FTEs during each year of the Screening Program, it being understood that NeoGenesis may allocate such FTE time within any calendar year in a manner consistent with its obligations under the Screening Program based on the workload for such Screening Program at any particular time during the Screening Program. In addition, NeoGenesis will, upon written request by Schering, provide additional FTE support for the Screening Program of up to an additional [*] FTEs during the term of the Screening Program. In the event that the term of the Screening Program is extended pursuant to Section 2.2(d), the Steering Committee shall establish the number of FTEs to be provided by NeoGenesis for performance of the Screening Program during (the extended termSCREENING PERIOD). (g) NeoGenesis shall monitor expenditures, in accordance with its corporate policies, to ensure that the funds provided by Schering are spent in accordance with this Agreement. NeoGenesis shall keep and maintain adequate books and records to furnish information to Schering regarding calculation of the amounts expended by NeoGenesis on the Screening Program according to the provisions of this Agreement. During the Screening Program and for two (2) years following the expiration of the Screening Program, NeoGenesis shall permit Schering to examine such books and records during normal business hours, upon thirty (30) days notice to NeoGenesis. Upon the expiration of the two (2) year period, the calculation of the amounts expended on each year of the Screening Program shall be binding and *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. conclusive upon the parties and NeoGenesis shall be released from any further accountability with respect to the Screening Program. (h) NeoGenesis will perform its screening obligations in accordance with all applicable laws, rules and regulations.

SCREENING PROGRAM. (a) During The parties agree that the term first Target shall be TGF beta receptor Type I. Upon designation of the Screening Programany additional Target by CUSTOMER, NeoGenesis will utilize have [*] to agree to conduct the control and follow up control experiments of para. 2 of ATTACHMENT A with that Target or to reject (because of its proprietary technology unavailability) the Target. Upon such agreement, CUSTOMER shall within [*] deliver all necessary reagents with respect to such Target to NeoGenesis. NeoGenesis shall within [*] of receipt of such reagents conduct the control and methodsfollow-up experiments of para. 2 of ATTACHMENT A with respect to the Target. It will also establish an SOP as provided under that paragraph. The Program for a given Target will remain in effect for a period of [*] from the time of transfer of reagents by CUSTOMER to NeoGenesis, with an option by CUSTOMER to renew the Program for such Target for an additional [*] period on terms and conditions, including without limitation level of support, that are mutually agreeable. CUSTOMER shall notify NeoGenesis whether CUSTOMER wishes to extend the Program for a given Target for an additional [*], no later than [*] prior to termination of the initial term. NeoGenesis will apply its ALIS method, method to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying Active Compounds potentially useful chemical compounds for further evaluation and development. Screening will be performed pursuant to the protocol for the Screening Program, as set forth in paragraphs 1-2 of ATTACHMENT A. With respect to each accepted Target provided by Schering under Section 2.1, NeoGenesis shall ** = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. complete evaluation and development. Alternatively, NeoGenesis shall apply ALIS screening of libraries provided by CUSTOMER as described in ATTACHMENT A. Screening will be performed pursuant to the screening of protocol for the NeoMorph Screening Library Program set forth in ATTACHMENT A. NeoGenesis shall conduct the screening and deliver a Final Target Report as described in ATTACHMENT A, but in any event within [*] following the date that the applicable Target is delivered to NeoGenesis. The results of such screening shall be provided to Schering through , unless the Steering Committee parties agree in the form of a Preliminary Target Report (as defined in ATTACHMENT A). NeoGenesis shall provide Schering with samples of all Preliminary Compounds selected by the Steering Committee for further evaluation by Schering pursuant to paragraph 3 of ATTACHMENT A. Schering will evaluate such Preliminary Compounds in Target-based functional assays and/or secondary assays to identify Active Compounds, and will report the results of such evaluations to the Steering Committee, and NeoGenesis will promptly thereafter provide Schering with all available structural information for each Active Compound so identified. NeoGenesis will, at the direction of the Steering Committee, conduct initial optimization activities, as described in paragraph 4, of ATTACHMENT A, to identify Improved Active Compounds. It is acknowledged that all compounds generated from such initial optimization activities and having activity against the relevant Target shall be deemed to be Improved Active Compounds; provided that such optimization activities and all Improved Active Compounds arising therefrom shall not be deemed to be optimization of Lead Compounds for purposes of Section 2.1(e) or for determining Schering's financial obligations under Sections 4.3 and 4.4. (b) NeoGenesis will, at the direction of the Steering Committee, conduct a full program of medicinal chemistry optimization activities, based upon those Selected Compounds identified as Lead Compounds that are suitable for optimization. Such optimization activities shall include the design and preparation of NeoMorph Focused Libraries based upon such Lead Compounds, and the screening of the NeoMorph Focused Libraries against the relevant Target(s). The parties acknowledge and agree that, subject to the terms of Sections 3.5(a), and effective on the date that Schering acquires an exclusive license to the relevant Selected Compound(s) pursuant to Sections 2.7(c), 3.1 and 3.2, any and all Compounds which are included in NeoMorph Focused Libraries prepared against the relevant Target shall be the exclusive property of Schering. NeoGenesis shall not use the NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other know-how related thereto, for any purpose other than the performance of the Screening Program. NeoGenesis shall not provide any NeoMorph Focused Libraries, any Compounds contained therein, or any structural information or other NeoGenesis Know-How related thereto, to any third party without the prior written consent of Schering. Notwithstanding the foregoing limitations, it is expressly understood and agreed that NeoGenesis may, through use of the NeoMorph Screening Library on behalf of third parties independently generate results or data similar to the results or data generated in the course of the Screening Program and that the use of such independently generated results or data shall not constitute a breach of NeoGenesis' obligations under this Section 2.2(b); PROVIDED, that NeoGenesis has complied with its obligations to mask Compounds in accordance with Section 2.3 of this Agreement. (c) NeoGenesis shall not perform any tests on or using any of the Targets that are outside the scope of the Screening Program, or attempt to modify the Targets supplied by Schering, including, without limitation, the making of any derivatives, analogs or components thereof. In the event that NeoGenesis does not consume all of the Targets supplied by Schering in performance of the Screening Program, NeoGenesis will upon completion of the Screening *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Program promptly, return to Schering any quantities of such Target(s) and any derivatives, analogs or components thereof. (d) The term of the Screening Program shall begin on the Effective Date and shall continue in effect for a period of two (2) years. Schering shall have the right writing to extend the term of the Screening Program for up to three additional one (1) year terms, by providing NeoGenesis with written notice to that effect at least sixty (60) days prior to the expiration of the then current term of the Screening Program and subject to the provisions of Section 4.1 concerning research funding for such extension term. The Screening Program shall remain in effect for the period specified in this Section 2.2(d), including as it may be extended, unless sooner terminated in accordance with Section 8.2 or Section 9.5. (e) During the term of the Screening Program, upon request, NeoGenesis shall provide Schering with samples of Selected Compounds and Derivative Compounds from NeoMorph Focused Libraries in a form and quantity suitable to enable Schering to conduct additional testing to confirm the specific binding activity of such Compounds and to evaluate and determine the functional activity of the Selected Compounds and/or Derivative Compounds. Schering may also elect to perform medicinal chemistry research using such Selected Compounds and/or Derivative Compounds to discover and evaluate additional Derivative Compounds. Schering shall keep NeoGenesis reasonably informed of the results of such activities through the Steering Committee. (f) During the term of the Screening Program NeoGenesis shall provide appropriately trained dedicated scientific personnel to perform the Screening Program in accordance with the terms of this Agreement. During the initial two (2) year term of the Screening Program, NeoGenesis shall provide such support at the level of [*] FTEs during each year of the Screening Program, it being understood that NeoGenesis may allocate such FTE time within any calendar year in a manner consistent with its obligations under the Screening Program based on the workload for such Screening Program at any particular time during the Screening Program. In addition, NeoGenesis will, upon written request by Schering, provide additional FTE support for the Screening Program of up to an additional [*] FTEs during the term of the Screening Program. In the event that the term of the Screening Program is extended pursuant to Section 2.2(d), the Steering Committee shall establish the number of FTEs to be provided by NeoGenesis for performance of the Screening Program during (the extended termSCREENING PERIOD). (g) NeoGenesis shall monitor expenditures, in accordance with its corporate policies, to ensure that the funds provided by Schering are spent in accordance with this Agreement. NeoGenesis shall keep and maintain adequate books and records to furnish information to Schering regarding calculation of the amounts expended by NeoGenesis on the Screening Program according to the provisions of this Agreement. During the Screening Program and for two (2) years following the expiration of the Screening Program, NeoGenesis shall permit Schering to examine such books and records during normal business hours, upon thirty (30) days notice to NeoGenesis. Upon the expiration of the two (2) year period, the calculation of the amounts expended on each year of the Screening Program shall be binding and *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. conclusive upon the parties and NeoGenesis shall be released from any further accountability with respect to the Screening Program. (h) NeoGenesis will perform its screening obligations in accordance with all applicable laws, rules and regulations.