Common use of Lead Optimization Clause in Contracts

Lead Optimization. (a) Telik shall diligently undertake a maximum of [*] Lead Optimization Projects (as defined below) concurrent for Sanwa at any given time, each with respect to a Family of Compounds (as defined below) as Sanwa shall select by providing written notice to Telik. For a period of [*] commencing on [*], Telik shall undertake, [*], a Lead Optimization Project for the [*] Family of Compounds. If Telik completes such Lead Optimization Project in less than [*], or if Sanwa notifies Telik that it wishes to substitute another Lead Optimization Project in place of a previously selected Lead Optimization Project, Telik shall undertake such new or substitute Lead Optimization Project as Sanwa may select, taking into account the scientific advice of the "RMC," as such term is defined in the Collaboration Agreement between Telik and Sanwa dated December 20, 1996, as amended ("Collaboration Agreement"), by providing written notice to Telik, until the expiration of the above [*] period [*]. Telik shall also diligently undertake concurrent with the Lead Optimization Project for the [*] Family of Compounds a [*] Lead Optimization Project as selected by Sanwa including, for example, a Lead Optimization Project for the [*] Family of Compounds. If Sanwa requests that Telik undertake a [*] Lead Optimization Project at any time during the [*] period described above, or continue a Lead Optimization Project after the expiration of the [*] period described above, both after taking into account the scientific advice of the RMC, Sanwa shall pay Telik [*], working through the RMC. (b) Upon commencement of the [*] of the Lead Optimization Project for the [*] Family of Compounds, Telik shall (i) devote the appropriate personnel, equipment and other resources as necessary to ensure that the Lead Optimization Project proceeds in such a manner as to allow Telik to apply for the patents referred to in Section 4.5 by the dates set forth therein and ensure the availability of Active Compounds and necessary information related thereto to enable Sanwa to use such Active Compounds in preclinical and clinical studies as soon as possible and (ii) identify the appropriate personnel, equipment and other resources as necessary to allow Telik to diligently undertake a [*] Lead Optimization Project. Subject to the following requirements with respect to a [*] Lead Optimization Project, Telik shall ensure [*] a [*] Lead Optimization Project that Telik shall undertake for Sanwa pursuant to this Section 1.4. At any time during the term hereof, Sanwa may request Telik to commence work on Preliminary Tasks for a [*] Lead Optimization Project. In such case, Sanwa and Telik will discuss and attempt in good faith to reach agreement on a work plan and scheduling for, and Telik shall diligently undertake the Preliminary Tasks necessary to commence, such [*] Lead Optimization Project. For the avoidance of doubt, Telik will not be obligated to undertake a [*] Lead Optimization Project unless and until (x) the parties have agreed on a work plan and scheduling for such [*] Lead Optimization Project and (y) Telik has received from Sanwa sufficient funding to support such [*] Lead Optimization Project.