Common use of Lead Compounds Clause in Contracts

Lead Compounds. (a) For each Target, Pharmacopeia will endeavor to identify those Pharmacopeia Compounds that meet the criteria set forth in Table 1. The Lead Compound criteria in Table 1 shall apply uniformly on a Target-by-Target basis. If the characteristics of the Proposed Target warrant it, the criteria in Table 1 may be amended by the JRC to accommodate such characteristics, provided, however, that on balance the set of criteria for any Lead Compound for a Proposed Target shall not be made more stringent than the criteria set forth in Table 1. In addition, the JRC will determine which criteria are considered to be essential and which criteria need to be substantially met. For those criteria that need to be substantially met, the JRC will define the boundaries within which certain material characteristics of a Lead Compound at least should fall. It is understood by both Parties that the boundaries of one of the criteria might depend on the other criteria. The Parties agree that if a Pharmacopeia Compound meets all the criteria set forth in Table 1 (as it may have been amended by the JRC), such Pharmacopeia Compound shall be automatically designated as a “Lead Compound.” Without limitation of the foregoing, the JRC may, at any time, review the progress of the Research Collaboration. In such an event, the JRC may determine that, with respect to any Pharmacopeia Compound, the Research Collaboration with respect to such Pharmacopeia Compound has, notwithstanding the express criteria set forth in Table 1, on balance achieved a stage of development consistent with such criteria, and therefore, such Pharmacopeia Compound shall be designated as a Lead Compound. *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** (b) On an on-going basis, throughout the Research Term, Pharmacopeia shall conduct screening of its Libraries and optimization efforts to identify Pharmacopeia Compounds that have the potential to meet the criteria for a Lead Compound (each such Pharmacopeia Compound a “Potential Lead Compound”). On an on-going basis, Organon shall ***. To enable Organon to ***. The *** and for no other purpose. Following the receipt of a *** for any purpose except as set forth herein. Organon shall ***. The Parties agree that if Organon is unable to provide ***. If no ***. On an as needed basis, the Parties may agree on a commercially reasonable set of additional activities to be carried by either or both Parties to enable the designation of one or more such Potential Lead Compounds as a Lead Compound. If a Potential Lead Compound is designated as a Lead Compound, following such designation, Pharmacopeia shall deliver to Organon the structure and enabling synthetic information with respect to such Lead Compound. In addition, Pharmacopeia will provide all data it has developed in the course of developing such Lead Compound which is reasonably required to enable Organon to further optimize such Lead Compound. On a Target-by Target basis, the series of Potential Lead Compounds having activity with respect to a particular Target and that have been designated as a Lead Compound shall form a “Lead Series.” (c) At any time during the Research Term, Pharmacopeia may elect to discontinue its activities with respect to a particular Target, and may elect to proceed with its activities with respect to the remainder of the Targets. If Pharmacopeia elects to discontinue its activities with respect to a particular Target, it will notify Organon of its decision not to continue, the reason for discontinuing and the stage of the project at the moment of discontinuation. In the event that prior to discontinuing its activities, Pharmacopeia has identified one or more Potential Lead Compounds with respect to a particular Target and such Potential Lead Compounds failed to meet the criteria for a “Lead Compound,” Organon shall *** Such Potential Lead Compounds shall be referred to as “Non-Designated Lead Compounds” and ***. In addition, the provisions of ***.

Lead Compounds. (a) For each Target, Pharmacopeia will endeavor to identify those Pharmacopeia Compounds that meet the criteria set forth in Table 1. The Parties agree that the criteria set forth in Table 1 are consistent with the criteria that Organon applies in its internal programs. The Lead Compound criteria in Table 1 shall apply uniformly on a Target-by-Target basis. If the characteristics of the Proposed Target warrant it, the criteria in Table 1 may be amended by the JRC to accommodate such characteristics, provided, however, that on balance the set of criteria for any Lead Compound for a Proposed Target shall not be made more stringent than the criteria set forth in Table 1. In addition, the JRC will determine which criteria are considered to be essential and which criteria need to be substantially met. For those criteria that need to be substantially met, the JRC will define the boundaries within which certain material characteristics of a Lead Compound at least should fall. It is understood by both Parties that the boundaries of one of the criteria might depend on the other criteria. The Parties agree that if a Pharmacopeia Compound meets all the criteria set forth in Table 1 (as it may have been amended by the JRC), such Pharmacopeia Compound shall be automatically designated as a “"Lead Compound.” " Without limitation of the foregoing, the JRC may, at any time, review the progress of the Research Collaboration. In such an event, the JRC may determine that, with respect to the any Pharmacopeia Compound, the Research Collaboration with respect to such Pharmacopeia Compound has, notwithstanding the express criteria set forth in Table 1, on balance achieved a stage of development consistent with such criteria, and therefore, such Pharmacopeia Compound shall be designated as a Lead Compound. *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** Table 1 Criteria *** *** *** (b) On an on-going basis, throughout the Research Term, Pharmacopeia shall conduct screening of its Libraries and optimization efforts to identify Pharmacopeia Compounds that have the potential to meet the criteria for a Lead Compound (each such Pharmacopeia Compound a “"Potential Lead Compound”"). On an on-going basis, Organon shall ***provide to Pharmacopeia technical support, including any and all in vivo testing of a potential Lead Compound, that is reasonably required to enable such Potential Lead Compound to be designated as a Lead Compound. To enable Organon to ***provide such technical support, Pharmacopeia will provide Organon sufficient quantities of each such Potential Lead Compound. The *** transfer of such Potential Lead Compound to Organon is solely for the purpose of conducting its activities hereunder and for no other purpose. Following the receipt of a *** Potential Lead Compound, Organon agrees not to conduct or have conducted any chemical analysis of such Potential Lead Compound and not to use any Potential Lead Compound for any purpose except as set forth herein. Organon shall ***communicate to Pharmacopeia on an on-going basis, the results of its testing or confirmation activities. The Parties agree that if Organon is unable to provide ***feedback to Pharmacopeia in connection with its confirmation or testing activities relating to a specific Lead Compound criteria within a period of time consistent with the nature of the assay or activities to be conducted by Organon (typically on the order of two (2) months), the Parties shall identify a Third Party to carry out such confirmation or testing activities, at the sole expense of Organon. If no ***Third Party is able to be identified, such criteria will not apply in the designation of the Lead Compound. On an as needed basis, the Parties may agree on a commercially reasonable set of additional activities to be carried by either or both Parties to enable the designation of one or more such Potential Lead Compounds as a Lead Compound. If a Potential Lead Compound is designated as a Lead Compound, following such designation, Pharmacopeia shall deliver to Organon the structure and enabling synthetic information with respect to such Lead Compound. In addition, Pharmacopeia will provide all data it has developed in the course of developing such Lead Compound which is reasonably required to enable Organon to further optimize such Lead Compound. On a Target-by Target basis, the series of Potential Lead Compounds having activity with respect to a particular Target and that have been designated as a Lead Compound shall form a “"Lead Series.”" (c) At any time during the Research Term, Pharmacopeia may elect to discontinue its activities with respect to a particular Target, and may elect to proceed with its activities with respect to the remainder of the Targets. If Pharmacopeia elects to discontinue its activities with respect to a particular Target, it will notify Organon of its decision not to continue, the reason for discontinuing and the stage of the project at the moment of discontinuation. In the event that prior to discontinuing its activities, Pharmacopeia has identified one or more Potential Lead Compounds with respect to a particular Target and such Potential Lead Compounds failed to meet the criteria for a “"Lead Compound,” " Organon shall *** acquire no license or other rights with respect to such Potential Lead Compounds and the exclusivity set forth in Section 4.1 with respect to such Target shall expire. Such Potential Lead Compounds shall be referred to as “"Non-Designated Lead Compounds” and " ***. * In addition, the provisions of ***Section 5.6.1 shall apply to such Non-Designated Lead Compounds.

Lead Compounds. (a) For each Within [*] following the completion of the evaluation described in Paragraph 8 of ATTACHMENT A, the Steering Committee shall make a recommendation to Aventis on the nomination of Lead Compounds. Within [*] from receipt of the Steering Committee's recommendation, Aventis shall notify NeoGenesis whether it will designate any Lead Compounds for such Screening Target, Pharmacopeia will endeavor to identify those Pharmacopeia Compounds that meet the criteria set forth in Table 1. The Lead Compound criteria in Table 1 shall apply uniformly on a Target-by-Target basis. If the characteristics of the Proposed Target warrant it, the criteria in Table 1 may be amended by the JRC to accommodate such characteristics, provided, however, that on balance the set of criteria for any Lead Compound for a Proposed Target shall not be made more stringent than the criteria set forth in Table 1. In addition, the JRC will determine which criteria are considered to be essential and which criteria need to be substantially met. For those criteria that need to be substantially met, the JRC will define the boundaries within which certain material characteristics of a Lead Compound at least should fall. It is understood by both Parties that the boundaries of one of the criteria might depend on the other criteria. The Parties agree that if a Pharmacopeia Compound meets all the criteria set forth in Table 1 (as or whether it may have been amended by the JRC), such Pharmacopeia Compound shall be automatically designated as a “Lead Compound.” Without limitation of the foregoing, the JRC may, at any time, review the progress of the Research Collaboration. In such an event, the JRC may determine that, with respect to any Pharmacopeia Compound, the Research Collaboration wishes further optimization work with respect to such Pharmacopeia Compound hasSelected Series. If Aventis does not designate any Lead Compound(s) against a particular Screening Target within such period or initiate further optimization work with respect to such Selected Series within such period, notwithstanding the express criteria set forth in Table 1, on balance achieved a stage rights granted Aventis shall terminate and be of development consistent no further force or effect with such criteriarespect to Lead Compounds and/or Products against the applicable Screening Target, and thereforeno further payment from Aventis shall be due with respect to such Screening Target. If Aventis does identify any Lead Compounds, such Pharmacopeia Compound Lead Compounds will be subject to the license granted Aventis and shall no longer be available to NeoGenesis or any third party in any NeoGenesis compound library, including its mass encoded NeoMorph compound library or in any other manner. There shall be no limit on the number of Lead Compounds that may be taken; PROVIDED, all such Lead Compounds have a binding affinity of [*] and demonstrated activity in the Screening Target-based biochemical/functional assays with [*]. If Aventis does not identify any Lead Compounds but does initiate further optimization work with respect to such Selected Series, such Selected Series compounds will remain subject to Section 3.2 and Section 3.3(a) for a period of not longer than [*] during which optimization may be performed and Aventis will pay NeoGenesis in accordance with Section 4.2 as if the Hit Exploration Program were being pursued. If Aventis does not designate Lead Compounds by the end of such [*] period, Aventis will be deemed to have not designated as a Lead Compound. *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** ***Compounds in respect of such Screening Target. (b) On an on-going basisWithin thirty (30) days following receipt of notification from Aventis identifying Lead Compounds, throughout the Research Term, Pharmacopeia NeoGenesis shall conduct screening of its Libraries and optimization efforts amend ATTACHMENT D to identify Pharmacopeia Compounds that have the potential any applicable NeoGenesis Patent Rights not previously identified to meet the criteria for a Lead Compound (each such Pharmacopeia Compound a “Potential Lead Compound”). On an on-going basis, Organon shall ***. To enable Organon to ***. The *** and for no other purpose. Following the receipt of a *** for any purpose except as set forth herein. Organon shall ***. The Parties agree that if Organon is unable to provide ***. If no ***. On an as needed basis, the Parties may agree on a commercially reasonable set of additional activities to be carried by either or both Parties to enable the designation of one or more such Potential Lead Compounds as a Lead Compound. If a Potential Lead Compound is designated as a Lead Compound, following such designation, Pharmacopeia shall deliver to Organon the structure and enabling synthetic information with respect to such Lead Compound. In addition, Pharmacopeia will provide all data it has developed in the course of developing such Lead Compound which is reasonably required to enable Organon to further optimize such Lead Compound. On a Target-by Target basis, the series of Potential Lead Compounds having activity with respect to a particular Target and that have been designated as a Lead Compound shall form a “Lead SeriesAventis.” (c) At any time during the Research Term, Pharmacopeia may elect to discontinue its activities with respect to a particular Target, and may elect to proceed with its activities with respect to the remainder of the Targets. If Pharmacopeia elects to discontinue its activities with respect to a particular Target, it will notify Organon of its decision not to continue, the reason for discontinuing and the stage of the project at the moment of discontinuation. In the event that prior to discontinuing its activities, Pharmacopeia has identified one or more Potential Lead Compounds with respect to a particular Target and such Potential Lead Compounds failed to meet the criteria for a “Lead Compound,” Organon shall *** Such Potential Lead Compounds shall be referred to as “Non-Designated Lead Compounds” and ***. In addition, the provisions of ***.