Common use of Pre-Clinical Development Clause in Contracts

Pre-Clinical Development. The JRC will review the characteristics of the Collaboration Compounds identified under the Research Program, and the JRC may select certain Collaboration Compounds to be recommended to BMS for further work in the Field as a "Collaboration Lead Compound". Further, BMS shall have the right in its sole discretion, but without the obligation, during the Term of the Agreement to select Collaboration Compounds for such further work in the Field. Upon a written recommendation by the JRC, BMS will use Diligent Efforts to conduct all needed studies on such Collaboration Compound to determine if such Collaboration Compound is one that would be considered for selection by BMS as a Collaboration Lead Compound within *** of such recommendation by the JRC. If so selected, BMS shall conduct Pre-Clinical Development of each such selected Collaboration Lead Compound in such manner as BMS shall determine in its sole discretion, and shall inform Ligand and the JRC of the progress and results thereof. The procedure provided in this section *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 4.1 for recommending Collaboration Compounds to be selected as Collaboration Lead Compounds shall not preclude BMS from selecting a Collaboration Compound as a Collaboration Lead Compound based on its own criteria for such selection.

Pre-Clinical Development. The JRC will review the characteristics of the Collaboration Compounds identified under the Research Program, and the JRC may will attempt to select certain Collaboration Compounds to be recommended to BMS Organon for further work in the Field as a "Collaboration Lead Compound". Further, BMS Organon shall have the right in its sole discretion, but without the obligation, during the Term of the Agreement to select (either on its own or in response to a recommendation from the JRC) Collaboration Compounds or Background Technology compounds for such further work in the Field. Upon a written recommendation by the JRC, BMS Organon will use Diligent Efforts diligent efforts to conduct all needed studies on such Collaboration Compound or Background Technology compound to determine if such Collaboration Compound is one that would or Background Technology compound shall be considered for selection selected by BMS Organon as a "Collaboration Lead Compound Compound" and shall make such selection within *** (***) *** of such recommendation by the JRC. If so selected, BMS Organon shall conduct Pre-Clinical Development of each such selected Collaboration Lead Compound in such manner as BMS Organon shall determine in its sole discretion, upon availability of an adequate supply of the Collaboration Compound for Pre-Clinical Development and Phase I, and shall inform Ligand and the JRC of the progress and results thereof. The procedure provided If not selected, then Ligand shall have the right ***(***) *** following the date of recommendation by the JRC to develop and commercialize the compound as if it were an abandoned Collaboration Compound in this section accordance with Section 5.3.1 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 4.1 for recommending Collaboration Compounds to be selected as Collaboration Lead Compounds shall not preclude BMS from selecting a . Ligand Initial [/s/WR] Organon Initial [/s/JV] if the abandoned Collaboration Compound as a Collaboration Lead Compound is based on its own criteria for such selectiona chemical template originated by Ligand.