Selected Compounds. During the period from the Effective Date of this ------------------ Agreement to the * anniversary of such Effective Date (the "Discovery and Development Term"), MRE shall have the sole and exclusive right, but not the obligation, to clinically investigate and develop in any manner such of the Licensed Compounds as it, in its sole discretion, shall select by written notice to DTI given at any time or from time to time during the Discovery and Development Term (the "Selected Compounds"). MRE shall provide copies of -------------------------------------------------------------------------------- * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. -------------------------------------------------------------------------------- such notices to the members of the Steering Committee. DTI will cooperate with MRE in the Research and Development of the Selected Compounds as MRE shall reasonably request; and except as otherwise expressly provided in this Agreement, DTI shall not be obligated to perform any work or render any services for MRE unless DTI in its sole discretion wishes to do so on such terms as it and MRE shall mutually agree. During the Discovery and Development Term DTI will not perform any Research and Development on any Licensed Compound except with MRE's prior written approval.
Selected Compounds. During the Research Term, MethylGene shall use Commercially Reasonable Efforts to provide Otsuka with Lab Quantity Samples of at least […***…] different Program Compounds synthesized by MethylGene in accordance with the identification and synthesis plan set forth in the Research Plan. For the avoidance of doubt, such […***…] Program Compounds are in addition to and do not include the Program Compounds or Research Compounds provided by MethylGene to Otsuka prior to the Effective Date. At any time during the Research Term, Otsuka may request that MethylGene discontinue providing Lab Quality Samples of Program Compounds hereunder. In the event Otsuka desires samples of Program Compounds that require larger scale synthesis than the scale necessary to produce Lab Quantity Samples, Otsuka shall notify MethylGene and the JRDC in writing. The JRDC will determine, in consultation with MethylGene, whether such larger scale synthesis can be accomplished by MethylGene within the timeframe specified by Otsuka using the MethylGene FTEs allocated to the Research Program. If the JRDC determines that such larger scale synthesis cannot be accomplished by MethylGene using the MethylGene FTEs allocated to the Research Program, then Otsuka will be permitted to conduct such larger scale synthesis at Otsuka’s manufacturing facilities, and MethylGene will engage in a technology transfer to enable such larger scale synthesis in accordance with Section 3.7(a). Upon receipt of Lab Quantity Samples or larger samples produced through larger scale synthesis, Otsuka shall screen and evaluate such Program Compounds and determine in its sole discretion (after consultation with the JRDC) whether to pursue further Development, Manufacture and Commercialization of any Program Compounds. If Otsuka desires to further Develop, Manufacture and Commercialize a Program Compound, Otsuka shall promptly notify MethylGene in writing and such Program Compound shall be deemed a “Selected Compound.” Otsuka may designate such Selected Compounds at any time during the Research Term or during the […***…]-day period following expiration of the Research Term (the Research Term together with such […***…]-day period, the “Selection Period”). Otsuka shall have the right to select up to […***…] Selected Compounds for further Development, Manufacture and Commercialization in the Field. If, during the Selection Period, Otsuka determines that its Development strategy in the Field would be enhanced by expanding the n...
Selected Compounds. With respect to any Company Selected Compounds, CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. the Company shall have the right, but not the obligation, at any time during the Research Term, (i) to (A) have conducted by SpinCo such Preclinical Functional Efficacy Studies as may be set forth in the then current Research Plan (B) have conducted by SpinCo such additional Preclinical Functional Efficacy Studies as the Company may reasonably request in writing from time to time consistent with the Resource Allocation Principle; and (ii) to (A) have conducted by SpinCo such Post-Selection Enabling Activities as may be set forth in the Research Plan, and (B) have conducted by SpinCo such other tests, assays, studies and activities (including Post-Selection Enabling Activities) as the Company may reasonably request in writing from time to time for the purpose of generating Information necessary or reasonably useful for the Company to determine whether it desires to exercise an Option with respect to such Company Selected Compound, and in the case of this clause (B), to which SpinCo agrees, such agreement not to be unreasonably conditioned, withheld or delayed. In the case of tests, assays, studies and activities requested under clause (ii)(B), it is understood that SpinCo shall not be required to agree to perform such other tests, assays, studies and activities to the extent it would require a resource commitment in excess of the Research Program Resource Commitment. With respect to any such tests, assays, studies and other activities that are not covered by the then current Research Plan to which SpinCo agrees, the Parties shall cooperate, by and through their respective members on the JSC, to adopt an amendment to the Research Plan to reflect such tests, assays, studies and other activities, including to include Budgeted Amounts for (x) the Out-of-Pocket Expenses to be reimbursed by the Company with respect to such activities pursuant to Section 4.2(a) or 4.2(b), as applicable, and (y) in the case of any such tests, assays, studies and activities under clause (ii)(B) (including Post-Selection Enabling Activities), the number of FTEs and the associated FTE Costs for the conduct and completion of ...
Selected Compounds. (a) From time to time during the term of this Agreement, SPL may designate, by written notice to NeoGenesis, one or more Active Compounds and/or Improved Active Compounds identified by screening of the NeoMorph Screening Libraries pursuant to Section 2.2 as Selected Compounds; provided, that at any given time SPL may not designate Active Compounds and Improved Active Compounds representing more than [*] different Chemotypes against a given Target from the NeoMorph Screening Library. The parties acknowledge and agree that the foregoing limitation does not apply to the NeoMorph Focused Libraries. [*] Selected Compounds that SPL may designate from the NeoMorph Focused Libraries. With respect to each Target, SPL shall use diligent efforts to identify and designate at least one Selected Compound within [*] following SPL's receipt of the Final Target Report for all screening against such Target in accordance with Section 2.5(b) and ATTACHMENT A. In the event *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. that the SPL does not designate any Selected Compounds with respect to such Target, then upon expiration of the applicable [*] period, SPL's right to designate Selected Compounds with respect to such Target shall expire. If the NeoMorph Screening Library is subsequently re-screened against a given Target pursuant to Section 2.1(e) and new Active Compounds and/or Improved Active Compounds are identified as a result of such re-screening, then to the extent SPL's right to designate Selected Compounds against such Target has previously expired, SPL shall have a renewed right to designate Selected Compounds arising from such re-screening on the same terms as set forth above.
(b) Effective upon the date of receipt by NeoGenesis of notice from SPL, pursuant to Section 2.7(a) that one or more Active Compounds and/or Improved Active Compounds have been designated as Selected Compounds, NeoGenesis grants to SPL an exclusive option to obtain the exclusive license provided for in Article 3 with respect to such Selected Compounds and related Derivative Compounds (including without limitation any Compounds contained in a NeoMorph Focused Library prepared based upon such Selected Compound). The masking of the Selected Compound(s) (and any Preliminary Compounds, Active Compounds and Improved Active Compounds of the same Chemotype(s) as such Selected Compound(s)) from the NeoMorph Screening Library in accordance with Sect...
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Selected Compounds. Following completion of the Lottery and on or prior to the Closing Date, Lottery Compounds selected by Allergan or Ligand pursuant to the Lottery shall be added to Exhibits G and H, respectively, and shall thereupon be deemed Allergan Selected Compounds and Ligand Selected Compounds, respectively, for purposes of this Agreement. All then existing supplies of Allergan Selected Compounds and Ligand Selected Compounds shall thereupon be delivered to and owned, respectively, by Allergan, on one hand, and Ligand and ALRT, on the other hand (except that Ligand, with respect to Allergan Selected Compounds, and Allergan, with respect to Ligand Selected Compounds, shall be entitled to retain research quantities of such supplies in an amount equal to the lesser of (i) fifty percent (50%) of the total amount of each such Selected Compound, respectively, in the Parties' possession and control as of the Closing Date or (ii) 50 mg of each such Selected Compound, respectively).
Selected Compounds. (a) From time to time during the term of this Agreement, SPL may designate, by written notice to NeoGenesis, one or more Active Compounds and/or Improved Active Compounds identified by screening of the NeoMorph Screening Libraries pursuant to Section 2.2 as Selected Compounds; provided, that at any given time SPL may not designate Active Compounds and Improved Active Compounds representing more than [*] different Chemotypes against a given Target from the NeoMorph Screening Library. The parties acknowledge and agree that the foregoing limitation does not apply to the NeoMorph Focused Libraries. [*] Selected Compounds that SPL may designate from the NeoMorph Focused Libraries. With respect to each Target, SPL shall use diligent efforts to identify and designate at least one Selected Compound within [*] following SPL's receipt of the Final Target Report for all screening against such Target in accordance with Section 2.5(b)
Selected Compounds. For the sake of clarity, MG agrees that MG shall not grant any Non-Cancer Partner, Opt-out Non-Cancer Partner or MG itself, with respect to an MG Internal Program, any rights to select or reserve any Compound that is identified, synthesized, discovered, designed or acquired after the Effective Date pursuant to the activities conducted under this Agreement until one (1) year has elapsed since the Compound Registration Date of each such Compound.
Selected Compounds. (a) From time to time during the term of this Agreement, Schering may designate, by written notice to NeoGenesis, one or more Active Compounds and/or Improved Active Compounds identified by screening of the NeoMorph Screening Libraries pursuant to Section 2.2 as Selected Compounds; provided, that at any given time Schering may not designate Active Compounds and Improved Active Compounds representing more than [*] different Chemotypes against a given Target from the NeoMorph Screening Library. The parties acknowledge and agree that the foregoing limitation does not apply to the NeoMorph Focused * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
Selected Compounds. (a) From time to time during the term of this Agreement, Schering may designate, by written notice to NeoGenesis, one or more Active Compounds and/or Improved *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
