Common use of Research Plan Clause in Contracts

Research Plan. The initial Annual Research Plan and budget, which describes the research activities to be carried out by each Party during the first Contract Year of the Research Program Term, shall be prepared by the JPT and submitted to, and approved by, the JSC within [***] days of the Effective Date. For each Contract Year during the Research Program Term commencing with the second Contract Year, an Annual Research Plan and budget shall be prepared by or at the direction of the JPT and submitted to the JSC for its approval. The JPT shall manage the preparation of each Annual Research Plan in a manner designed to obtain JSC approval no later than [***] days prior to the end of the then-current Contract Year. Each Annual Research Plan shall: (a) set forth (i) the research objectives and activities to be performed for the Contract Year covered by the Annual Research Plan with reasonable specificity, (ii) the research plans and protocols to be employed to complete each stage of the Research Program, (iii) changes to the OLSC and any other criteria that the JPT will utilize to evaluate the results of the Research Program to nominate Optimized Lead Compounds, (iv) the Party that shall be responsible for performing such activities, (v) a timeline and budget for such activities (including Third Party expenses to be incurred for outsourced studies managed by ARCHEMIX), and (vi) with respect to ARCHEMIX Research Activities, the number of FTEs estimated to be required to perform such activities; and (b) shall be consistent with the other terms of this Agreement. Without limiting the generality of the foregoing, the objectives of each Annual Research Plan shall include, as appropriate from time to time during the Research Program Term, conducting the necessary research activities to identify Lead Compounds or to determine whether Lead Compounds should be nominated to the JSC as Optimized Lead Compounds. Any Annual Research Plan may be amended from time to time by the JPT pursuant to Section 2.2.4 or by the JSC pursuant to 2.1.4. Each amendment, modification and update to the Annual Research Plan shall include the resulting changes to the budget, including the number of FTEs to be utilized by ARCHEMIX, shall be set forth in a written document prepared by, or at the direction of, the JPT and approved by the JSC, shall specifically state that it is an amendment, modification or update to the Annual Research Plan and shall be attached to the minutes of the meeting of the JSC at which such amendment, modification or update was approved by the JSC. Without limiting the nature or frequency of any other amendments, modifications or updates to the Research Plan that may be approved by the JSC, the Annual Research Plan shall be updated at least once prior to the end of each Contract Year to describe the research activities to be carried out by each Party during the applicable Contract Year during the Research Program Term in conducting the Research Program pursuant to this Agreement.

Research Plan. The initial Annual (a) At least annually by November 1, subject to other provisions in this Section 2 and in Section 3, the Research Committee will prepare and agree upon a Research Plan for the following Year of the Research Term and budgetshall review the Project Plans related to the Research Plan for such year. At a minimum, which describes each Research Plan will include: (i) a general overview and timetable for the Project Research and the Directed Research and appropriate resources and budgets for such research during the next Year, and (ii) a preliminary and non-binding plan for research activities to be carried out conducted in the subsequent Year which shall include, without limitation, staffing and resource allocations. Each Research Plan shall set specific objectives for the applicable Year, which objectives will be updated or amended, as appropriate, by the Research Committee as research progresses, shall set forth specific research activities within applicable targets and technologies as appropriate, and shall include any changes to the applicable Project Plans as may be agreed in accordance with this Agreement. If the Research Plan for a given Year has not yet been approved by the beginning of such Year pursuant to this Section 2.4, Diversa may begin or continue to perform research activities under this Agreement on active Projects or Reserve Projects, if necessary, and other research then in process during such Year pending the approval of the final Research Plan for such Year. In addition, at least annually each Party during January 1, subject to confidentiality obligations to Third Parties and the last sentence of this section, Syngenta shall provide Diversa with written information regarding Syngenta’s current plans for commercialization of Syngenta Products that have not yet been commercialized, as well as currently available sales projections or forecasts for Syngenta Products on which royalties are payable to Diversa hereunder, that have been commercialized, in each case as estimated by Syngenta in good faith; provided, however, that Syngenta shall incur no liability hereunder for (i) Syngenta’s failure to, or delay in, for any reason whatsoever, commercializing, or continuing to commercialize, any such applicable Syngenta Products at all, or in accordance with such plans, or (ii) actual sales, if any, of such applicable Syngenta Products failing to meet or exceed such projections or forecasts. Syngenta shall have no obligation to generate or to create new information or documents for Diversa to comply with the preceding sentence and may utilize its pre-existing information and documents. (b) A preliminary Research Plan for the first Contract Year of the Research Program Term, shall Term will be prepared agreed to by the JPT and submitted to, and approved by, the JSC within [***] days Parties as of the Effective Date, which preliminary Research Plan will be provided supplementally by the Parties on or before the Effective Date. For each Contract The Parties will use their commercially reasonable efforts to have the Research Committee agree on an updated Research Plan for the first Year of the Research Term not later than […***…] after the Effective Date; provided that Diversa shall be entitled to perform research activities under this Agreement pursuant to the preliminary Research Plan until the updated Research Plan is agreed. (c) The Research Committee shall review the Research Plan and applicable Project Plans on an ongoing basis, but in no event less than quarterly, and may, in its discretion, make changes that are consistent with this Agreement to the Research Plan and applicable Project Plans then in effect except as otherwise provided in this Agreement. At least once per Year during the Research Program Term commencing Term, the Research Committee will meet with an executive committee including the second Contract Year, an Annual Research Plan and budget shall be prepared by or at the direction business head of the JPT Non-Pharma Group for Diversa and submitted a member of the Plant Science Management Team of Syngenta’s Affiliate to review with such executive committee the JSC for its approval. The JPT shall manage status of and progress under the preparation of each Annual Research Plan in a manner designed to obtain JSC approval no later than Program and expected activities under the Research Program during the following Year. (d) It is expected that about […***…] days prior to the end of the then-current Contract Year. Each Annual Research Plan shall: (a) set forth (i) the research objectives and activities to be performed for the Contract Year covered by the Annual Research Plan with reasonable specificity, (ii) the research plans and protocols to be employed to complete each stage of the Research Program, (iii) changes to the OLSC and any other criteria that the JPT will utilize to evaluate the results total annual funding of the Research Program to nominate Optimized Lead Compoundsprovided by Syngenta under this Agreement will be on Project Research and that about […***…] of the total annual funding of the Research Program provided by Syngenta under this Agreement will be on Directed Research, (iv) unless otherwise agreed in writing by the Party that shall be responsible for performing such activitiesParties. Of the Directed Research, (v) a timeline and budget for such activities (including Third Party expenses […***…] is expected to be incurred for outsourced studies managed by ARCHEMIX), allocated to Platform Technology improvements and (vi) with respect development and […***…] is expected to ARCHEMIX be used on other Directed Research. The Research Activities, Committee may recommend a variance to the number split of FTEs estimated to resources between Directed Research and Project Research; provided that the agreement of both Parties will be required to perform any such activities; variance if the Project Research percentage is more than […***…] or less than […***…] and (b) shall be consistent with the other terms of this Agreement. Without limiting the generality of the foregoing, the objectives of each Annual Directed Research Plan shall include, as appropriate from time to time during the Research Program Term, conducting the necessary research activities to identify Lead Compounds percentage is more than […***…] or to determine whether Lead Compounds should be nominated to the JSC as Optimized Lead Compounds. Any Annual Research Plan may be amended from time to time by the JPT pursuant to Section 2.2.4 or by the JSC pursuant to 2.1.4. Each amendment, modification and update to the Annual Research Plan shall include the resulting changes to the budget, including the number of FTEs to be utilized by ARCHEMIX, shall be set forth in a written document prepared by, or at the direction of, the JPT and approved by the JSC, shall specifically state that it is an amendment, modification or update to the Annual Research Plan and shall be attached to the minutes of the meeting of the JSC at which such amendment, modification or update was approved by the JSC. Without limiting the nature or frequency of any other amendments, modifications or updates to the Research Plan that may be approved by the JSC, the Annual Research Plan shall be updated at least once prior to the end of each Contract Year to describe the research activities to be carried out by each Party during the applicable Contract Year during the Research Program Term in conducting the Research Program pursuant to this Agreementless than […***…].

Research Plan. The initial Annual All Research Plan and budget, which describes the research activities to be carried out by each Party during the first Contract Year of the Research Program Term, under this Agreement shall be prepared by the JPT and submitted to, and approved by, the JSC within [***] days of the Effective Date. For each Contract Year conducted pursuant to a comprehensive written Research plan for Astellas’ fiscal year during the Research Program Term commencing with (the second Contract Year, an Annual “Research Plan”). The Research Plan shall allocate Research responsibilities between the Parties and budget shall be prepared by or at set forth the direction of objectives, activities and criteria for evaluation for such Research, as well as the JPT and submitted to the JSC for its approvaltimeline related thereto. The JPT shall manage the preparation of each Annual Research Plan in a manner designed to obtain JSC approval no later than [***] days prior to the end of the then-current Contract Year. Each Annual Research Plan shall: (a) shall also set forth (i) the research objectives and activities to be performed for the Contract Year covered by the Annual Research Plan with reasonable specificity, (ii) the research plans and protocols to be employed to complete each stage of the Research Program, (iii) changes to the OLSC and any other criteria that the JPT will utilize to evaluate the results of the Research Program to nominate Optimized Lead Compounds, (iv) the Party that shall be responsible for performing such activities, (v) a timeline and detailed budget for such activities Research activities, including a minimum of fifteen (including Third Party expenses to be incurred for outsourced studies managed by ARCHEMIX15) Cytokinetics FTEs that Astellas shall support annually through December 31, 2020 (the “Cytokinetics Research FTEs”), and (vi) with respect to ARCHEMIX Research Activities, the number of Astellas FTEs estimated to be required to perform such activities; committed by Astellas during the Research Term and outsourced costs (b) shall be consistent with the other terms of this Agreement“Research Budget”). Without limiting the generality of the foregoing, the objectives of each Annual Research Plan shall include, as appropriate from From time to time during the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. Research Program Term, conducting the necessary research activities to identify Lead Compounds or to determine whether Lead Compounds should be nominated JRC shall prepare updates and amendments, as appropriate, to the JSC as Optimized Lead Compounds. Any Annual then-current Research Plan may be amended from time to time by (including the JPT pursuant to Section 2.2.4 or by Research Budget). In any event, the JSC pursuant to 2.1.4. Each amendment, modification and update to the Annual Research Plan shall include for the resulting changes to the budget, including the number of FTEs to be utilized by ARCHEMIX, forthcoming Astellas’ fiscal year shall be set forth in a written document prepared byapproved by [ * ] of the preceding year, or at the direction ofprovided that by [ * ] of each calendar year, the JPT JRC shall agree upon a proposed budget for the following Astellas fiscal year with respect to costs other than for the Cytokinetics Research FTEs, and approved Astellas shall use good faith efforts to obtain internal approval for such proposed budget to become effective by [ * ]. The JRC shall have the JSC, shall specifically state that it is an amendment, modification or update right to the Annual Research Plan approve updates and shall be attached to the minutes of the meeting of the JSC at which such amendment, modification or update was approved by the JSC. Without limiting the nature or frequency of any other amendments, modifications or updates amendments to the Research Plan (including the Research Budget), provided that may be no amendment to the Research Plan (including the Research Budget) shall decrease the number of Cytokinetics Research FTEs supported by Astellas without Cytokinetics’ consent. Once approved by the JSCJRC, the Annual such revised Research Plan shall be updated at least once replace the prior to Research Plan. If the end terms of each Contract Year to describe the research activities to be carried out by each Party during the applicable Contract Year during the Research Program Term in conducting Plan contradict, or create inconsistencies or ambiguities with, the Research Program pursuant to terms of this Agreement, then the terms of this Agreement shall govern.

Research Plan. All Research activities under this Agreement shall be conducted pursuant to a comprehensive written Research plan for Astellas’ fiscal year during the Research Term (the “Research Plan”). The initial Annual Research Plan shall allocate Research responsibilities between the Parties and budgetshall set forth the objectives, which describes activities and criteria for evaluation for such Research, as well as the research activities to be carried out by each Party timeline related thereto. The Research Plan shall also set forth the detailed budget for such Research activities, including [*] Cytokinetics FTEs that Astellas shall support annually during the first Contract Year initial [*] of the Research Program Term, shall be prepared by Term (the JPT and submitted to, and approved by“Cytokinetics Research FTEs”), the JSC within [***] days number of Astellas FTEs committed by Astellas during the Research Term and outsourced costs (the “Research Budget”). As of the Effective Date. For each Contract Year during , the Parties have agreed upon an initial Research Plan (including the Research Program Term commencing with the second Contract Year, an Annual Research Plan and budget shall be prepared by or at the direction of the JPT and submitted Budget) pertaining to the JSC for its approval. The JPT shall manage the preparation of each Annual Research Plan in a manner designed to obtain JSC approval no later than [***] days prior to the end of the then-current Contract Year. Each Annual Research Plan shall: (a) set forth (i) the research objectives and activities to be performed for the Contract Year covered conducted by the Annual Research Plan with reasonable specificityParties during the first [*] after the Effective Date, (ii) the research plans and protocols attached to be employed to complete each stage of the Research Programthis Agreement as Exhibit G, (iii) changes to the OLSC and any other criteria that the JPT will utilize to evaluate the results of the Research Program to nominate Optimized Lead Compounds, (iv) the Party that shall be responsible for performing such activities, (v) a timeline which plan and budget for such activities (including Third Party expenses will be deemed to be incurred for outsourced studies managed have been approved by ARCHEMIX)the JRC. Thereafter, and (vi) with respect to ARCHEMIX Research Activities, the number of FTEs estimated to be required to perform such activities; and (b) shall be consistent with the other terms of this Agreement. Without limiting the generality of the foregoing, the objectives of each Annual Research Plan shall include, as appropriate from time to time during the Research Program Term, conducting the necessary research activities to identify Lead Compounds or to determine whether Lead Compounds should be nominated JRC shall prepare updates and amendments, as appropriate, to the JSC as Optimized Lead Compounds. Any Annual then-current Research Plan may be amended from time to time by (including the JPT pursuant to Section 2.2.4 or by Research Budget). In any event, the JSC pursuant to 2.1.4. Each amendment, modification and update to the Annual Research Plan shall include for the resulting changes to the budget, including the number of FTEs to be utilized by ARCHEMIX, forthcoming Astellas’ fiscal year shall be set forth in a written document prepared byapproved by [*] of the preceding year, or at the direction ofprovided that by [*] of each calendar year, the JPT JRC shall agree upon a proposed budget for the following Astellas fiscal year with respect to costs other than for the Cytokinetics Research FTEs, and approved Astellas shall use good faith efforts to obtain internal approval for such proposed budget to become effective by [*]. The JRC shall have the JSC, shall specifically state that it is an amendment, modification or update right to the Annual Research Plan approve updates and shall be attached to the minutes of the meeting of the JSC at which such amendment, modification or update was approved by the JSC. Without limiting the nature or frequency of any other amendments, modifications or updates amendments to the Research Plan (including the Research Budget), provided that may be no amendment to the Research Plan (including the Research Budget) shall decrease the number of Cytokinetics Research FTEs supported by Astellas without Cytokinetics’ consent. Once approved by the JSCJRC, the Annual such revised Research Plan shall be updated at least once replace the prior to Research Plan. If the end terms of each Contract Year to describe the research activities to be carried out by each Party during the applicable Contract Year during the Research Program Term in conducting Plan contradict, or create inconsistencies or ambiguities with, the Research Program pursuant to terms of this Agreement, then the terms of this Agreement shall govern.

Research Plan. The initial Annual Research Plan and budget, which describes the research activities to Program will be carried out in accordance with a written research plan, including without limitation the Budget (as defined below), which research plan shall be mutually agreed upon by each Party during the first Contract Year Parties (the “Research Plan”). The initial outline of the Research Program Term, shall be prepared Plan agreed to by the JPT Parties as of the Restatement Date is hereby incorporated into this Agreement by reference and submitted tois made a part of this Agreement; provided, and approved by, the JSC within [***] days of the Effective Restatement Date, the Parties will complete and agree in writing on an initial Research Plan, including without limitation an initial Budget, which is hereby incorporated into this Agreement by reference and is made a part of this Agreement. For each Contract Year during The purpose of the Research Program Term commencing Plan is to detail the responsibilities and activities of Isis and Alnylam with respect to carrying out the second Contract Year, an Annual Research Program. The Research Plan and budget shall be prepared by or at the direction will include a description of the JPT and submitted to the JSC for its approval. The JPT shall manage the preparation of each Annual Research Plan in a manner designed to obtain JSC approval no later than [***] days prior to the end of the then-current Contract Year. Each Annual Research Plan shall: (a) set forth (i) the research objectives and specific activities to be performed for the Contract Year covered by the Annual Research Plan with reasonable specificity, (ii) the research plans and protocols to be employed to complete each stage Parties in support of the Research Program, (iii) changes to the OLSC allocation of Isis FTEs and any other criteria that the JPT will utilize to evaluate the results of the Research Program to nominate Optimized Lead Compounds, (iv) the Party that shall be responsible for performing such activities, (v) a timeline and budget for such activities (including Third Party expenses to be incurred for outsourced studies managed by ARCHEMIX), and (vi) with respect to ARCHEMIX Research Activities, the number of Alnylam FTEs estimated to be required to perform such activities; , projected timelines for completion of such activities, and an applicable budget (b) shall the “Budget”). The Budget for the Research Program must be consistent with mutually agreed by the other terms Parties and will be at least $3,000,000 per year during the Research Term, including without limitation budgeted costs of this AgreementIsis FTEs and Alnylam FTEs, and external costs. Without limiting the generality Beginning in 2010, at least once during September of each year of the foregoingResearch Term, the objectives of each Annual RMC will review the Research Plan shall includeand will amend the Research Plan, as appropriate may be necessary, from time to time during time. In addition, each Calendar Quarter the RMC will review the progress of the work under the Research Program TermPlan, conducting including spending against the necessary research activities to identify Lead Compounds or to determine whether Lead Compounds should be nominated Budget, and recommend adjustments to the JSC Budget as Optimized Lead Compoundsnecessary to support the Research Plan. Any Annual The Research Plan, including without limitation any Budget, may only be amended with the written approval of the RMC. If the activities contemplated by the Research Plan may be amended from at any time to time by the JPT pursuant to Section 2.2.4 or by the JSC pursuant to 2.1.4. Each amendment, modification and update to the Annual Research Plan shall include the resulting changes to the budget, including do not justify the number of Isis FTEs to be utilized by ARCHEMIX, shall be set forth in a written document prepared by, or at the direction of, the JPT and approved by the JSC, shall specifically state that it is an amendment, modification or update to the Annual Research Plan and shall be attached to the minutes of the meeting of the JSC at which such amendment, modification or update was approved by the JSC. Without limiting the nature or frequency of any other amendments, modifications or updates allocated to the Research Plan that may be approved by the JSCProgram, the Annual Parties will work in good faith to mutually agree to modify the scope of the Research Plan or adjust the number of Alnylam funded FTEs and related Budget; provided that the minimum Budget for the Research Plan shall be updated at least once prior as set forth in this Section 4.2(a). For clarity, Alnylam shall not be required to the end of each Contract Year agree to describe the research activities to be carried out by each Party during the applicable Contract Year during the Research Program Term in conducting the Research Program pursuant to this Agreementany Budget which exceeds $3,000,000 per year.