Common use of SCREENING PROGRAM Clause in Contracts

SCREENING PROGRAM. The parties agree that the first Target shall be TGF beta receptor Type I. Upon designation of any additional Target by CUSTOMER, NeoGenesis will 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 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 follow-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 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 to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying potentially useful chemical compounds for further * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 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 protocol for the 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, unless the parties agree in writing to extend the period for performance of the Program (the SCREENING PERIOD).

SCREENING PROGRAM. The parties agree that (a) During the first Target shall be TGF beta receptor Type I. Upon designation term of any additional Target by CUSTOMERthe Screening Program, NeoGenesis will have [*] to agree to conduct the control utilize its proprietary technology and follow up control experiments of para. 2 of ATTACHMENT A with that Target or to reject (because of its 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 follow-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 conditionsmethods, including level of supportwithout limitation the ALIS method, 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 to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying potentially useful chemical compounds 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 SPL under Section 2.1, NeoGenesis shall 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 SPL through the Steering Committee in the form of a Preliminary Target Report (as defined in ATTACHMENT A). NeoGenesis shall provide 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 SPL pursuant to paragraph 3 of ATTACHMENT A. SPL will evaluate such Preliminary Compounds in Target-based functional assays and/or secondary assays to identify Active Compounds, and developmentwill report the results of such evaluations to the Steering Committee, and NeoGenesis will promptly thereafter provide SPL with all available structural information for each Active Compound so identified. AlternativelyNeoGenesis will, NeoGenesis shall apply ALIS screening at the direction of libraries provided by CUSTOMER the Steering Committee, conduct initial optimization activities, as described in ATTACHMENT A. Screening will be performed pursuant to the screening protocol for the Program set forth in ATTACHMENT A. NeoGenesis shall conduct the screening and deliver a Final Target Report as described in paragraph 4, of ATTACHMENT A, but in any event within [*] following to identify Improved Active Compounds. It is acknowledged that all compounds generated from such initial optimization activities and having activity against the date relevant Target shall be deemed to be Improved Active Compounds; provided that the applicable Target is delivered such optimization activities and all Improved Active Compounds arising therefrom shall not be deemed to NeoGenesis, unless the parties agree in writing to extend the period be optimization of Lead Compounds for performance purposes of the Program (the SCREENING PERIOD)Section 2.1(e) or for determining SPL's financial obligations under Sections 4.3 and 4.4.

SCREENING PROGRAM. The parties agree that (a) During the first Target shall be TGF beta receptor Type I. Upon designation term of any additional Target by CUSTOMERthe Screening Program, NeoGenesis will have [*] to agree to conduct the control utilize its proprietary technology and follow up control experiments of para. 2 of ATTACHMENT A with that Target or to reject (because of its 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 follow-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 conditionsmethods, including level of supportwithout limitation the ALIS method, 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 to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying potentially useful chemical compounds 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. evaluation and development. Alternatively, NeoGenesis shall apply ALIS complete the screening of libraries provided by CUSTOMER as described in ATTACHMENT A. the NeoMorph Screening will be performed pursuant to the screening protocol for the 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 Library within [*] following the date that the applicable 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, unless and will report the parties agree in writing results of such evaluations to extend the period Steering Committee, and NeoGenesis will promptly thereafter provide Schering with all available structural information for performance each Active Compound so identified. NeoGenesis will, at the direction of the Program (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 SCREENING PERIOD)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.

SCREENING PROGRAM. The parties agree that the first Target shall be TGF beta receptor Type I. Upon designation of any additional Target by CUSTOMER, NeoGenesis will 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 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 follow-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 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 to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying potentially useful chemical compounds for further * *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 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 protocol for the 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, unless the parties agree in writing to extend the period for performance of the Program (the SCREENING PERIOD).

SCREENING PROGRAM. The parties agree that (a) During the first Target shall be TGF beta receptor Type I. Upon designation term of any additional Target by CUSTOMERthe Screening Program, NeoGenesis will have [*] to agree to conduct the control utilize its proprietary technology and follow up control experiments of para. 2 of ATTACHMENT A with that Target or to reject (because of its 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 follow-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 conditionsmethods, including level of supportwithout limitation the ALIS method, 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 to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying potentially useful chemical compounds 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 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. evaluation and developmentATTACHMENT A). Alternatively, NeoGenesis shall apply ALIS screening provide Schering with samples of libraries provided all Preliminary Compounds selected by CUSTOMER 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 ATTACHMENT A. Screening will be performed pursuant to the screening protocol for the Program set forth in ATTACHMENT A. NeoGenesis shall conduct the screening and deliver a Final Target Report as described in paragraph 4, of ATTACHMENT A, but in any event within [*] following to identify Improved Active Compounds. It is acknowledged that all compounds generated from such initial optimization activities and having activity against the date relevant Target shall be deemed to be Improved Active Compounds; provided that the applicable Target is delivered such optimization activities and all Improved Active Compounds arising therefrom shall not be deemed to NeoGenesis, unless the parties agree in writing to extend the period be optimization of Lead Compounds for performance purposes of the Program (the SCREENING PERIOD)Section 2.1(e) or for determining Schering's financial obligations under Sections 4.3 and 4.4.

SCREENING PROGRAM. The parties agree that (a) During the first Target shall be TGF beta receptor Type I. Upon designation term of any additional Target by CUSTOMERthe Screening Program, NeoGenesis will have [*] to agree to conduct the control utilize its proprietary technology and follow up control experiments of para. 2 of ATTACHMENT A with that Target or to reject (because of its 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 follow-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 conditionsmethods, including level of supportwithout limitation the ALIS method, 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 to screen the NeoMorph Screening Library for activity with respect to each Target for purposes of identifying potentially useful chemical compounds 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 SPL under Section 2.1, NeoGenesis shall 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 SPL through the Steering Committee in the form of a Preliminary Target Report (as defined in ATTACHMENT A). NeoGenesis shall provide SPL with samples of all Preliminary Compounds selected by the Steering Committee for further evaluation by SPL pursuant to paragraph 3 of ATTACHMENT A. 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 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 SPL's financial obligations under Sections 4.3 and 4.4. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 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 protocol for the 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, unless the parties agree in writing to extend the period for performance of the Program (the SCREENING PERIOD).