**EXHIBIT 10.29**

 

[ * ] = Certainconfidential information contained in this document, marked by brackets, hasbeen omitted and filed separately with the Securities and Exchange Commissionpursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

**L****ICENSEAND COLLABORATION AGREEMENT**

 

**THISLICENSE AND COLLABORATION AGREEMENT**(the **“Agreement”**)is entered into as of the Effective Date by and between**RIGELPHARMACEUTICALS, INC.**, a Delaware corporation having its principalplace of business at 1180 Veterans Boulevard, South San Francisco, CA  94080 (**“Rigel”**) and **ASTRAZENECA AB**, a Swedish corporation having its principalplace of business at SE-151-85, Södertälje, Sweden (**“AZ”**).  Rigel and AZ are sometimes referred to hereinindividually as a **“Party”** andcollectively as the **“Parties”**.

 

**RECITALS**

 

I.                                         AZ is a worldleading pharmaceutical company having expertise in the development,manufacture and commercialization of human therapeutic products.

 

II.                                     Rigel is aclinical-stage drug development company that discovers and develops novel,small-molecule drugs for the treatment of inflammatory and autoimmune diseases,cancer, and viral and metabolic diseases.

 

III.                                 Rigel hasdeveloped, and owns rights to, the product comprising Rigel’s proprietaryCompound (as defined below), and has completed or initiated Phase 2 ClinicalTrials for such product for the treatment of rheumatoid arthritis (“**RA**”), lymphoma, and immune thrombocytopenic purpura (“**ITP**”).

 

IV.                                 AZ and Rigeldesire to establish a collaboration for the development and commercializationof such product in the Field (as defined below) on the terms of this Agreement.

 

**NOWTHEREFORE**, in consideration of the foregoing premises and themutual promises, covenants and conditions contained in this Agreement, the Partiesagree as follows:

 

**ARTICLE 1**

** **

**DEFINITIONS**

 

As used in thisAgreement, the following initially capitalized terms, whether used in thesingular or plural form, shall have the meanings set forth in this Article 1.  In addition, the terms “includes,” “including,”“include” and derivative forms of them shall be deemed followed by the phrase “withoutlimitation” (regardless of whether it is actually written there (and drawing noimplication from the actual inclusion of such phrase in some instances after suchterms but not others)).

 

**1.1****                              **“**Additional Indication**”shall mean asthma and COPD.

 

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**1.2****                              ****“Adverse Drug Reaction”**means an Adverse Event suspected to becausally related to a product.

 

**1.3****                              ****“Adverse Event”**means any untoward medical occurrence ina patient or clinical investigation subject administered a pharmaceuticalproduct and which does not necessarily have a causal relationship with thistreatment.

 

**1.4****                              ****“Affiliate”**means, with respect to a particular Person,any other Person that controls, is controlled by or is under common controlwith such first Person.  For the purposesof this definition, the term “control” (including, with correlative meaning,the terms “controlled by” or “under the common control with”) means the actualpower, either directly or indirectly through one or more intermediaries, todirect or cause the direction of the management and policies of an entity,whether by the ownership of more than fifty percent (50%) of the voting stock ofsuch entity, or by contract or otherwise.

 

**1.5****                              ****“Applicable Laws”**means all laws, statutes, rules,regulations, ordinances and other pronouncements having the effect of law ofany federal, national, multinational, state, provincial, country, city or otherpolitical subdivision, domestic or foreign that are applicable to theparticular situation, obligation or circumstance.

 

**1.6****                              ****“Autoimmune Disorders”**means a disorder characterized by apathological response of the sufferer’s immune system to one or more of his owntissues whether or not the disorder was ultimately triggered by reaction to anextrinsic antigen.  For the avoidance of doubt RA and [ * ] will always beclassified as Autoimmune Disorders.

 

**1.7****                              **“[ * ]” means

 

a[ * ]:

 

**(i)****                                   **[ * ]; and

 

**(ii)****                               **[ * ]; and

 

**(iii)****                           **[ * ].

 

**1.8****                              ****“AZKnow-How”**means all Information (excluding any published AZPatents) that is Controlled as of the Effective Date or thereafter during the Term by AZ and/or itsAffiliates and is reasonably necessary for the development, Manufacture, use,importation, offer for sale or sale of the Compound or Product(s) in theField, including any such Information made by or on behalf of AZ or itsAffiliates or Sublicensees in the course of performing AZ’s obligations orexercising AZ’s rights under this Agreement which is Controlled by AZ or suchAffiliates.  For clarity, the use of “Affiliate”in this definition shall exclude any Third Party that becomes an Affiliate dueto such Third Party’s acquisition of AZ.

 

**1.9****                              ****“AZ Patents”**means all patents and patent applicationsthat are Controlled as of the Effective Date or thereafter during the Term byAZ and/or its Affiliates and rights to which 

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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are reasonably necessaryfor the development, Manufacture, use, importation, offer for sale or sale ofthe Compound or Product(s) in the Field, including: (i) allsubstitutions, divisions, continuations, continuations-in-part thereof (to theextent directed to the subject matter disclosed in a patent or patent applicationdescribed above) and requests for continued examination of any of theforegoing, (ii) all patents issued from any of the foregoing patentapplications, (iii) all reissues, renewals, registrations, confirmations,re-examinations, extensions, and supplementary protection certificates of anyof the foregoing, and (iv) all foreign equivalents of any of theforegoing.  For clarity, the use of “Affiliate”in this definition shall exclude any Third Party that becomes an Affiliate dueto such Third Party’s acquisition of AZ.

 

**1.10****                       ****“AZ Technology”**means the AZ Patents and AZ Know-How.

 

**1.11****                       ****“Business Days”**means any day other than a Saturday, aSunday or a day on which commercial banks located in Sweden or California, USAare authorized or required by law to remain closed.

 

**1.12****                       ****“Calendar Quarter”**means the respective period of threeconsecutive calendar months ending on March 31, June 30, September 30and December 31.

 

**1.13****                       ****“Calendar Year”**means each successive period of twelvemonths commencing on January 1 and ending on December 31.

 

**1.14****                       ****“Change of Control”**means any of the following events: (a) anyThird Party (or group of Third Parties acting in concert) becomes thebeneficial owner, directly or indirectly, of more than fifty percent (50%) ofthe total voting power of the stock then outstanding of Rigel normally entitledto vote in elections of directors; (b) Rigel consolidates with or mergesinto another corporation or entity, or any corporation or entity consolidateswith or merges into Rigel, in either event pursuant to a transaction in whichmore than fifty percent (50%) of the total voting power of the stockoutstanding of the surviving entity normally entitled to vote in elections ofdirectors is not held by the parties holding at least fifty percent (50%) ofthe outstanding shares of Rigel preceding such consolidation or merger; or (c) Rigelconveys, transfers or leases all or substantially all of its assets to anyThird Party.

 

**1.15****                       ****“Claim”**has the meaning set forth in Section 11.3.

 

**1.16****                       ****“Clinical Trial”**means a Phase 1 Clinical Trial, Phase 2Clinical Trial, Phase 3 Clinical Trial, Phase 4 Clinical Trial or anycombination thereof.

 

**1.17****                       ****“Combination Product”**means any pharmaceutical product (in anyformulation) containing one or more active pharmaceutical ingredients(excluding formulation components such as coatings, stabilizers, excipients orsolvents, or controlled release technologies) in addition to the Compound.

 

**1.18****                       **“**Commencement**”with respect to a Clinical Trial for a Product, means the first [ * ] of thefirst human subject using the Product in such Clinical Trial; “[ * ]” for thepurposes of this definition means the first patient has [ * ] and subsequently[ * ] which have been [ * ].

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**1.19****                       ****“Commercialize”**means to conduct any pre-launchactivities or any activities after Marketing Approval for a particular Product,including any activities that relate to the commercial marketing and sale ofsuch Product including advertising, marketing, promotion, distribution, andPhase 4 Clinical Trials.

 

**1.20****                       ****“Commercialization Plan”** has the meaning set forth in Section 5.2.

 

**1.21****                       ****“Compound”** means collectively, all Rigel Compounds[ * ].

 

**1.22****                       **“**Compound Assay Criteria**”means those assay criteria used to determine Syk inhibition activity of acompound as set forth on **Exhibit B**.

 

**1.23****                       ****“Confidential Information”** means, with respect to a Party, allInformation of such Party that is disclosed to the other Party under thisAgreement.  All confidential informationwhich has been disclosed by either Party pursuant to the ExistingConfidentiality Agreement shall be deemed to be such Party’s ConfidentialInformation hereunder.

 

**1.24****                       ****“Control”**means, with respect to any material,Information, or intellectual property right, that a person or entity owns orhas a license to such material, Information, or intellectual property right andhas the ability to grant access, a license, or a sublicense (as applicable) tosuch material, Information, or intellectual property right on the terms andconditions set forth herein without violating the terms of any agreement orother arrangement with any Third Party existing at the time such access,license, or sublicense is first required to be granted.

 

**1.25****                       ****“Development Plan”** means the plan for the development ofthe Product in the Territory, as set forth in Section 3.1(a).

 

**1.26****                       ****“Diligent Efforts”**means, with respect to a Party’sobligations under this Agreement to research, develop, manufacture orCommercialize a Product, the carrying out of such obligations or tasks in anongoing program in a manner consistent with such Party’s own compounds andproducts  with a similar commercial andscientific potential and at a similar stage in their lifecycle, taking intoaccount their [ * ] and [ * ], their [ * ], the [ * ] of [ * ] and the [ * ]and [ * ] of their [ * ] (including [ * ] and [ * ]), the [ * ] of [ * ], their[ * ], including the [ * ] of [ * ] and [ * ] with respect to any Product andall other relevant factors.  DiligentEfforts shall be determined on a [ * ] basis for each Compound andProduct.  For clarity, the requirementfor a Party to use Diligent Efforts to carry out an obligation shall not beconstrued as requiring such Party to [ * ], so long as the performance of suchParty, [ * ], meets the standard for Diligent Efforts as set forth in this Section 1.26.

 

**1.27****                       ****“Distributor”**has the meaning set forth in Section 7.2(b).

 

**1.28****                       ****“Dollars”**or **“$”**means aU.S. dollar.

 

**1.29****                       ****“Effective Date”**means the Execution Date unless eitherParty makes a filing under the Hart-Scott-Rodino Antitrust Improvement Act (“**HSR Act**”), in which case it will be 

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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the later of (a) theExecution Date or (b) the Business Day immediately following the earlierof: (i) the date upon which the waiting period under the HSR Act expiresor terminates early or (ii) the date upon which a closing letter isreceived from the Federal Trade Commission or the Justice Department, as thecase may be, with regard to the transaction contemplated by this Agreementindicating that all requests have been satisfactorily met and no objection onthe part of the Federal Trade Commission or the Justice Department remains.

 

**1.30****                       ****“EMEA”**means the European Medicines Agency, orits successor.

 

**1.31****                       ****“Encumbrances”**means any claim, charge, equitableinterest, lien, mortgage, pledge, option, license, assignment, power of sale,retention of title, right or pre-emption, right of first refusal or securityinterest of any kind.

 

**1.32****                       ****“European Union” or “EU”**means all of the European Union memberstates as of the applicable time during the Term.

 

**1.33****                       ****“Excluded Indications”**means all human diseases and disordersresulting from allergic reaction to an antigen, or primarily involvingrespiratory or pulmonary dysfunction, and shall include asthma and chronicobstructive pulmonary disease (“**COPD**”).  Excluded Indication shall not includeAutoimmune Disorders, provided that asthma and COPD shall always be consideredExcluded Indications even if the underlying basis of asthma or COPD is anAutoimmune Disorder.

 

**1.34****                       ****“Execution Date”**means February 16, 2010, the dateupon which this Agreement has been executed and delivered by both Parties.

 

**1.35****                       ****“Existing ConfidentialityAgreement”** meansthe Mutual Confidentiality Agreement by and between the Parties, effective on July 13,2009.

 

**1.36****                       ****“Exploit”**means to make, have made, import, use,sell, or offer for sale and Commercialize, including to research, develop,register, modify, enhance, improve, Manufacture, have Manufactured, hold/keep(whether for disposal or otherwise), formulate, optimize, have used, export,transport, distribute, promote, market or have sold or otherwise dispose oroffer to dispose of, a product or process.

 

**1.37****                       ****“FDA”**means the US Food and Drug Administrationor its successor.

 

**1.38****                       ****“FD&C Act”**means the US Federal Food, Drug andCosmetic Act, as amended.

 

**1.39****                       **“**Field**” meansthe treatment, prevention and diagnosis of all indications in humans andanimals including allergic rhinitis, other than Excluded Indications.

 

**1.40****                       ****“First Commercial Sale”**means, with respect to a Product andcountry, the first sale to a Third Party of such Product in such country afterMarketing Approval for such Product has been obtained in such country.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**1.41****                       ****“Follow-On Product”** means any Product other than an R788Product[ * ] comprises [ * ] a Rigel Compound.

 

**1.42****                       ****“FTE”**means a full-time equivalent person yearof [ * ] ([ * ]) hours of scientific or technical work on studies or activitiesperformed in accordance with this Agreement.

 

**1.43****                       ****“FTE Rate”**means a rate of [ * ] Dollars ($[ * ])per annum per FTE to be pro-rated on a daily basis if necessary, such rate toexclude managerial activities (other than direct management of scientific ortechnical work) and to be restricted to scientific or technical work relateddirectly to the Compound or Products. For the avoidance of doubt, such rateshall include all travel expenses and employee benefits (including pensions andbonus payments).

 

**1.44****                       ****“Generic Equivalent”**means, with respect to a Product, anyproduct comprising the same active ingredient(s) as such Product and which(a) [ * ] or [ * ] the same [ * ] as the Product and (b) is sold by aThird Party who is not a Sublicensee or Distributor of AZ or its Affiliates,and is not otherwise authorized by AZ or any of its Affiliates, Sublicensees orDistributors to sell such product.

 

**1.45****                       ****“Governmental Authority”** means any multi-national, federal,state, local, municipal or other government authority of any nature (includingany governmental division, subdivision, department, agency, bureau, branch,office, commission, council, court or other tribunal).

 

**1.46****                       ****“IND”**means (a) an Investigational NewDrug Application as defined in the FD&C Act and applicable regulationspromulgated thereunder by the FDA, or (b) the equivalent application tothe equivalent agency in any other regulatory jurisdiction, the filing of whichis necessary to initiate or conduct clinical testing of a pharmaceutical product in humans in such jurisdiction.

 

**1.47****                       **“**Indication**”means a disease or condition, the inclusion of which on the label of a Productfor its treatment or management requires the conduct of human clinical trial(s) andapproval by the Regulatory Authority.

 

**1.48****                       ****“Indirect Taxes”**means value added taxes, sales taxes,consumption taxes and other similar taxes.

 

**1.49****                       ****“Information”** means any data, results, and informationof any type whatsoever, in any tangible or intangible form, including know-how,trade secrets, practices, techniques, methods, processes, inventions,developments, specifications, formulations, formulae, materials or compositionsof matter of any type or kind (patentable or otherwise), software, algorithms,marketing reports, customer information, business or financial information,expertise, stability, technology, test data including pharmacological,biological, chemical, biochemical, toxicological, and clinical test data,analytical and quality control data, stability data, studies and procedures.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**1.50****                       ****“Insolvency Event”**means in relation to either Party, anyone of the following: (a) that Party admits in writing its inabilitygenerally to pay its debts when they become due; (b) that Party is thesubject of voluntary or involuntary bankruptcy proceedings instituted on behalfof or against such Party (except for involuntary bankruptcy proceedings whichare dismissed within sixty (60) days); (c) an administrative receiver,receiver and manager, interim receiver, custodian, sequestrator or similarofficer is appointed for all or a substantial portion of that Party’s assets; (d) aresolution has been passed by that Party’s directors to wind up thatParty;  (e) that Party makes ageneral assignment or enters into a composition or arrangement with or for thebenefit of all or a substantial portion of that Party’s creditors; or (f) thatParty otherwise becomes legally insolvent.

 

**1.51****                       **“**ITP**” has themeaning set forth in paragraph III of the recitals.

 

**1.52****                       ****“Joint Invention”** has the meaning set forth in Section 9.1.

 

**1.53****                       ****“Joint Patent”**has the meaningset forth in Section 9.3(c).

 

**1.54****                       ****“Joint Steering Committee” or “JSC”**means thecommittee formed by the Parties as described in Section 2.2(a).

 

**1.55****                       ****“Loss of Market Exclusivity”**means with respect to any Product in anycountry in any Calendar Year, the following has occurred (a) the Net Salesof such Product in that country in any Calendar Year are less than [ * ]percent ([ * ]%) of the Net Sales of such Product in that country in [ * ] and (b) thedecline in such sales is [ * ] the marketing or sale in such country of aGeneric Equivalent of such Product.

 

**1.56****                       ****“Major EU Country”** means, individually or collectively, theUnited Kingdom, France, Germany, Italy and Spain.

 

**1.57****                       ****“Major Indication”**means RA, together with [ * ] andassociated [ * ], including [ * ] and [ * ] but excluding [ * ] and [ * ].

 

**1.58****                       ****“Major Market”**means the US, each of the Major EUCountries and Japan.

 

**1.59****                       ****“Major Three RA Trials”** mean the three major Phase 3 ClinicalTrials in RA as identified in the Initial Development Plan.

 

**1.60****                       ****“Manufacture”**and **“Manufacturing”**means,with respect to a product or compound, the synthesis, manufacturing,processing, formulating, packaging, labeling, holding and quality controltesting of such product or compound.

 

**1.61****                       ****“Marketing Approval****”******means, with respect to a particular Product for aparticular Indication, all approvals necessary for the manufacture, marketing,importation and sale of such Product for such Indication in a country orregulatory jurisdiction, which shall include any pricing and reimbursementapprovals.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**1.62****                       ****“Marketing AuthorizationApplication” or “MAA”**means an application for the authorization for marketing of a Productin a country or group of countries other than the US.

 

**1.63****                       ****“[ * ]”**means a Product with [ * ]:

 

**(i)****                                   **Treatment of the signs and symptoms ofRA;

 

**(ii)****                               **[ * ]; and

 

**(iii)****                           **[ * ].

 

In addition, the Product label will [ * ] for [ * ]that [ * ] in the [ * ]. For clarity, the conduct of a [ * ] for [ * ] or other[ * ] studies shall not be deemed a [ * ] for [ * ].

 

For the purposes of this definition, “[ * ]” — meansthose RA patients who have had an [ * ] to [ * ] or [ * ] ([ * ]), including [* ].

 

**1.64****                       ****“[ * ]”** means a Product with [ * ]:

 

**(i)****                                   **Reduction in signs and symptoms of RA;

 

**(ii)****                               **[ * ];

 

**(iii)****                           **[ * ]; and

 

**(iv)****                              **[ * ].

 

In addition, the Productlabel will [ * ] for [ * ] that [ * ] in the [ * ]. For clarity, the conduct ofa [ * ] for [ * ] or other [ * ] studies shall not be deemed a [ * ] for [ * ].

 

For the purposes of thisdefinition, “[ * ]” — means those RA patients who have had an [ * ] to [ * ] or[ * ] ([ * ]), including [ * ].

 

**1.65****                       **“**NCI Agreement**”means the Cooperative Research and Development Agreement for Extramural-PHSClinical Research by and between the U.S. Department of Health and HumanServices, as represented by the National Cancer Institute and Rigel, effectiveas of February 17, 2009.

 

**1.66****                       ****“NDA”**means a New Drug Application, as definedin the FD&C Act and applicable regulations promulgated thereunder by theFDA for authorization for marketing of a Product.

 

**1.67****                       ****“Net Sales”** means, with respect to any Product, thegross amount invoiced by AZ, its Affiliate, or any Sublicensee of AZ for salesof such Product to a Third Party (including Distributors) less, to the extentincluded in such invoiced amount: (a) normal and customary trade, quantityor prompt settlement discounts (including chargebacks and allowances actuallyallowed); (b) amounts repaid or credited by reason of rejection, returns,or recalls of goods, 

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securities andExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of1934, as amended.

 

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rebates or bona fideprice reductions determined by AZ or its Affiliates in good faith; (c) rebatesand similar payments made with respect to sales paid for by any governmental orregulatory authority such as, by way or illustration and not in limitation ofthe Parties’ rights hereunder, Federal or state Medicaid, Medicare or similarstate programs in the US or equivalent governmental programs in any othercountry; (d) any invoiced amounts which are not collected by AZ or its Affiliates, including bad debts; (e) excisetaxes, Indirect Taxes, customs duties, customs levies and import fees imposedon the sale, importation, use or distribution of Products;  (f) any other similar and customarydeductions that are consistent with generally accepted accounting principles,or in the case of non-US sales, other applicable accounting standards for thejurisdiction at issue; and****(g) [ *], [ * ] percent ([ * ]%) of [ * ]. Sales between AZ and its Affiliates and Sublicensees shall bedisregarded for purposes of calculating Net Sales.

 

NetSales shall be calculated using [ * ], as applied consistently among AZ’sproducts.

 

For clarity:

 

(i) in the event the first sale of a productcomprising a Compound by AZ, its Affiliates or Sublicensees to a Third Party(including Distributors) [ * ], but is in the form of [ * ] (such product, an “[* ]”), then for the calculation of Net Sales for such [ * ], the Net Salesshall be deemed to include the invoiced amount by AZ, its Affiliate orSublicensee to such Third Party for such [ * ] together with such otherconsideration received by AZ, its Affiliates or Sublicensee as may be reasonablyapportioned to the sale of such [ * ] to such Third Party;

 

(ii) the transfer of Products for samplingpurposes without monetary consideration shall be disregarded for purposes ofcalculating Net Sales.

 

In the event the Productis sold as a Combination Product, the Net Sales of the Product, for thepurposes of determining royalty payments, shall be determined by multiplyingthe Net Sales of the Combination Product by the fraction, A/(A+B) where A isthe weighted (by sales volume) average sale price in a particular country ofthe Product when sold separately in finished form and B is the weighted averagesale price in that country of the other product(s) sold separately infinished form.  In the event that suchaverage sale price cannot be determined for both the Product and the otherproduct(s) in combination, Net Sales for purposes of determining royaltypayments shall be agreed by the Parties based on the relative fair market valuecontributed by each component, such agreement not to be unreasonably withheld.

 

**1.68****                       ****“On-Going Clinical Trials”**means the human clinical trials of theR788 Product ongoing as of the Execution Date, as identified on Exhibit I.

 

**1.69****                       **“**Open Label Extension Study**”means the open label extension study being conducted by Rigel as of theExecution Date and as described in further detail in the Development Plan.

 

**1.70****                       ****“Open Label Extension StudyTransfer Date”**has the meaning given to it in Section 3.7.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**1.71       **“**Other Indication**”means any Indication that is not a Major Indication, including [ * ] and [ * ].

 

**1.72        “Out-of-Pocket Expenses”**means costs and expenses paid to ThirdParties (or payable to Third Parties and accrued in accordance with such Party’saccounting standards as generally and consistently applied throughout suchParty’s organization) by either Party and/or its Affiliates and which costscannot be reasonably incurred by such Party using its own internal resource orFTEs or consultants otherwise engaged by a Party in connection with activitiesoutside the scope of this Agreement. For the avoidance of doubt “Out-of-PocketExpenses” shall exclude all travel expenses.

 

**1.73        “Person”**means an individual, sole proprietorship, partnership,limited partnership, limited liability partnership, corporation, limitedliability company, business trust, joint stock company, trust, unincorporatedassociation, joint venture or other similar entity or organization, including agovernment or political subdivision, department or agency or a government.

 

**1.74        “Pfizer Agreement”**means the collaborative research andlicense agreement entered into by and between Rigel and Pfizer Inc., as of January 18,2005.

 

**1.75        “Phase I Clinical Trial”**means a human clinical trial of aproduct, the principal purpose of which is to determine initial tolerance orsafety of such product in the target patient population, as described in 21C.F.R. § 312.21(a), or a similar clinical study prescribed by the RegulatoryAuthorities in a country other than the US.

 

**1.76       ****“Phase 2 Clinical Trial”**means a human clinical trial of aproduct, the principal purpose of which is to evaluate the effectiveness ofsuch product in the target patient population, as described in 21 C.F.R. §312.21(b), or a similar clinical study prescribed by the Regulatory Authoritiesin a country other than the US.

 

**1.77        “Phase 3 Clinical Trial”**means a human clinical trial of a producton a sufficient number of subjects that is designed to (a) evaluateoverall benefit risk profile; (b) define possible warnings, precautionsand adverse reactions that are associated with such product in the dosage rangeto be prescribed; and (c) support Marketing Approval of such product, asdescribed in 21 C.F.R. § 312.21(c), or a similar clinical study prescribed bythe Regulatory Authorities in a country other than the US.

 

**1.78        “Phase 4 Clinical Trial****”** means a human clinical trial of aproduct conducted after Marketing Approval of such product has been obtainedfrom an appropriate Regulatory Authority, which trial is (a) conductedvoluntarily by a Party to enhance marketing or scientific knowledge of theproduct, or (b) conducted due to a request or requirement of a RegulatoryAuthority.

 

**1.79       ****“[ * ]**” means the compounds listed in Exhibit A whichcomprise: (a)  all compounds [ * ] as of the Execution Date [ * ] meet thecompound assay criteria set forth in

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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Exhibit B; and (b) any[ * ] or [ * ] of any compounds listed in Exhibit A [ * ] providedthat in each case the [ * ] of such [ * ] or [ * ] the [ * ] of [ * ].

 

**1.80        “Product”**means a productincorporating or comprising the Compound in finished dosage pharmaceutical form, including, in eachcase, all formulations and modes of administration thereof.

 

**1.81        “Publication”** has the meaning set forth in Section 12.4.

 

**1.82       **“**R406**” means theCompound having the chemical structure set forth on **Exhibit B**.

 

**1.83       **“**R423**” means theCompound having the chemical structure set forth on **Exhibit B**.

 

**1.84       **“**R531**” means theCompound having the chemical structure set forth on **Exhibit B**.

 

**1.85       **“**R788**” means theCompound having the chemical structure set forth on **Exhibit B**.

 

**1.86       **“**R788 Product**”means any Product comprising as an active ingredient R788, R406 or any [ * ] or[ * ] of R788 or R406.

 

**1.87        “R788 Product Royalty Term”**means the Royalty Term for the R788Product.

 

**1.88       **“**RA**” has themeaning set forth in paragraph III of the Recitals.

 

**1.89        “Regulatory Authority”**means, in a particular country orregulatory jurisdiction, any applicable Governmental Authority involved ingranting Marketing Approval and/or, to the extent required in such country orregulatory jurisdiction, pricing or reimbursement approval of a Product in suchcountry or regulatory jurisdiction, including: (a) the FDA, (b) theEuropean Medicines Agency, (c) the European Commission, and (d) JapaneseMinistry of Health, Labour and Welfare, and in each of (a) through (d),including any successor thereto.

 

**1.90       ****“Regulatory Materials”**means regulatory applications,submissions, notifications, registrations, Marketing Approvals and/or otherfilings made to or with a Regulatory Authority that are necessary or AZ deemsreasonably desirable in order to develop, manufacture, market, sell orotherwise Commercialize a Product in a particular country or regulatoryjurisdiction.  Regulatory Materialsinclude INDs, MAAs, and NDAs.

 

**1.91       **“**Rigel Compounds**”means: (a) R788, R406, R423 and R531; (b) any compound Controlled byRigel or its Affiliates having SYK Activity during the Term; and (c) any [* ] or [ * ] of any compound covered by the foregoing clause (a) or(b) that is Controlled by Rigel or any of its Affiliates; provided that in(b) or due to the modification of (c), such compound has an [ * ] in [ * ]of [ * ].

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**1.92        “Rigel Know-How”**means all Information (excluding anypublished Rigel Patents) that is Controlled as of the Effective Date orthereafter during the Term by Rigel and/or its Affiliates and is reasonablynecessary to Exploit the Compound or Product(s) in the Field, includingany such Information made by or on behalf of Rigel or its Affiliate in thecourse of performing Rigel’s obligations or exercising Rigel’s rights underthis Agreement which is Controlled by Rigel or such Affiliates.   For clarity, the use of “Affiliate” in thisdefinition shall exclude any Third Party that becomes an Affiliate due to suchThird Party’s acquisition of Rigel.

 

**1.93        “Rigel Patents”**means all patents and patent applicationsthat are Controlled as of the Effective Date or thereafter during the Term byRigel and/or its Affiliates and rights to which are reasonably necessary toExploit the Compound(s) or Product(s) in the Field, including: (i) allsubstitutions, divisions, continuations, continuations-in-part thereof (to theextent directed to the subject matter disclosed in a patent or patentapplication described above) and requests for continued examination of any ofthe foregoing, (ii) all patents issued from any of the foregoing patentapplications, (iii) all reissues, renewals, registrations, confirmations,re-examinations, extensions, and supplementary protection certificates of anyof the foregoing, and (iv) all foreign equivalents of any of theforegoing. For clarity, the use of “Affiliate” in this definition shall excludeany Third Party that becomes an Affiliate due to such Third Party’s acquisitionof Rigel.  Rigel Patents as of theEffective Date are listed in **Exhibit C**.

 

**1.94        “Rigel Technology”**means the Rigel Patents and RigelKnow-How.

 

**1.95        “Royalty Term”** has the meaning set forth in Section 8.5(h).

 

**1.96        “Serious Adverse Event”** means an Adverse Event/Adverse DrugReaction that at any dose: results in death; is life threatening; requiresin-patient hospitalization or prolongation of existing hospitalization; resultsin persistent or significant disability/incapacity; or is a congenitalanomaly/birth defect; or is another important medical event that would normallyfall within the scope of ICH Topic E 2 A Clinical Safety Data Management:Definitions and Standards for Expedited Reporting.

 

**1.97        “SEC”** means the US Securities and Exchange Commission.

 

**1.98       ****“Sole****Inventions”** has the meaning set forth in Section 9.1.

 

**1.99        “Sublicensee”**has the meaning set forth in Section 7.2(a).

 

**1.100      “SYK”**means an enzyme comprised of the amino acid sequencefor spleen tyrosine kinase as identified on Exhibit B, including allallelic variations or derivatives thereof, or homologues whose amino acidsequence has [ * ]% or greater homology with such sequence.

 

**1.101      “SYK Activity”** means the ability of a compound toselectively inhibit the activity of SYK in a manner that meets the criteria setforth in the Compound Assay Criteria.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**1.102     **“**Systemic SYK Activity**”means, with respect to a compound, that such compound exhibits SYK Activity and [ * ], asdetermined using the [ * ] assay as described in the publication by [ * ] inthe [ * ] in [ * ] entitled “[ * ].”

 

**1.103      “[ * ]”**means a Product with [ * ]:

 

**(i)           **Treatment of the signs and symptoms of RA; and

 

**(ii)          **[ * ].

 

In addition, the Productlabel will [ * ] for [ * ] that [ * ] in the [ * ]. For clarity, the conduct ofa [ * ] for [ * ] or other [ * ] studies shall not be deemed a [ * ] for [ * ].

 

For the purposes of thisdefinition, “[ * ]” means those RA patients who have had an [ * ] to a [ * ].

 

**1.104      “[ * ]”**means a Product with [ * ]:

 

**(i)           **Reduction in signs and symptoms of RA; and

 

**(ii)          **[ * ].

 

In addition, the Productlabel will not [ * ] for [ * ] that [ * ] in the [ * ]. For clarity, theconduct of a [ * ] for [ * ] or other [ * ] studies shall not be deemed a [ * ]for [ * ].

 

For the purposes of thisdefinition, “[ * ]” means those RA patients who have had an [ * ] to a [ * ].

 

**1.105      “Term”**has the meaning set forth in Section 13.1.

 

**1.106      “Territory”** means all countries and territories in the world.

 

**1.107      “Third Party”**means any entity other than Rigel or AZor an Affiliate of either of them.

 

**1.108      “Transition Plan”** means a transition plan agreed upon bythe Parties that governs the initial technology transfer from Rigel to AZ afterthe Effective Date, a copy of which is attached hereto as Exhibit D.

 

**1.109      “U.S.”**means the United States and all its possessions andterritories, including Puerto Rico.

 

**1.110      “Valid Claim”**means: (a) aclaim (including [ * ]) of an issued and unexpired patent which has not beenheld invalid or unenforceable by a court of competent jurisdiction,unappealable or unappealed within the time allowed for appeal, and which hasnot been admitted to be invalid by the owner through reissue, disclaimer orotherwise, or an enforceable supplementary protection certificate or equivalentresulting therefrom; or (b) a claim (including [

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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*]) of a pending patent application which has not been pending for more than [ *] ([ * ]) years from the date of [ * ].

 

**ARTICLE 2**

** **

**GOVERNANCE**

 

**2.1          Overview**.  AZ shall beprimarily responsible for the development, Manufacture and Commercialization ofthe Products in the Field in the Territory as set forth in this Agreement.  AZ agrees to use Diligent Efforts to developand Commercialize the Product in the Field throughout the Territory and inparticular, AZ agrees to use Diligent Efforts to pursue the development andCommercialization of the R788 Product in RA as set forth in this Agreement.

 

**2.2          Joint Steering Committee**.

 

**(a)           Purpose; Formation.** The Parties hereby establish a joint steering committee (the **“JSC”**) that will monitor and oversee AZ’s activities underthis Agreement and facilitate communications between the Parties with respectto the development and commercialization of the Product.

 

**(b)           Composition.** The JSC shall consist of six (6) members, with three (3) membersappointed by each Party.  Each Partyshall appoint its initial members of the JSC by providing written notificationto the other Party within [ * ] ([ * ]) days after the Effective Date.  The JSC shall be comprised of an appropriaterepresentation from each Party and with appropriate experience to facilitatediscussion of the issues within the remit of the JSC, it being acknowledgedthat such representation may change over time. The JSC may change its size fromtime to time by mutual consent of its members provided that the JSC shall atall times consist of an equal number of representatives of each of Rigel andAZ.  Each Party may replace its JSCrepresentatives at any time upon written notice to the other Party.  The JSC may invite non-members to participatein the discussions and meetings of the JSC, provided that such participantsshall have no voting authority at the JSC. The JSC will be chaired by a representative selected by AZ.  The role of the chairperson shall be toconvene and preside at meetings of the JSC, but the chairperson shall have noadditional powers or rights beyond those held by the other JSC representatives.

 

**(c)           Specific Responsibilities**. In addition to its overall responsibility for monitoring and providing aforum to discuss AZ’s activities under this Agreement, the JSC shall inparticular:

 

**(i)           **oversee AZ’s activities under this Agreement relatingto Products comprising Rigel Compounds, including the development, Manufactureand Commercialization of the Products in the Field in the Territory;

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**(ii)          **review and comment on the Development Plan andamendments thereto, including reviewing and commenting on the overall strategyand design of all human clinical trials and other studies conducted under theDevelopment Plan;

 

**(iii)        **approve any change in the Development Plan that would[ * ], or [ * ], of the [ * ];

 

**(iv)         **discuss the requirements for Marketing Approval ofProducts in the Territory;

 

**(v)           **facilitate the flow of Information between the Partieswith respect to the development of, and obtaining Marketing Approval for theProducts;

 

**(vi)         **review the results of Phase 3 Clinical Trials ofProducts;

 

**(vii)        **review AZ’s proposed timing for announcing the topline results of each of the Major Three RA Trials following the unblinding ofsuch trial results; for the avoidance of doubt AZ shall notify Rigel eitherdirectly or via the JSC of its decision to unblind clinical data in whicheverof the Three Major RA Trials shall be the first to report clinical data as furtherdescribed in Section 15.13;

 

**(viii)       **discuss and agree the reimbursement of any costs andexpenses between the Parties at the FTE Rate as further described in herein;

 

**(ix)         **discuss and agree any amendments to the TransitionPlan;

 

**(x)          **review strategies for obtaining, maintaining andenforcing patent protection for the Products within the Territory consistentwith Article 9 herein;

 

**(xi)         **review the Commercialization Plan to be prepared byAZ;

 

**(xii)        **review and discuss AZ’s scientific presentation and publicationstrategy relating to the Products in the Territory, and review and facilitatediscussion of any requests in relation to Publications pursuant to Section 12.4;

 

**(xiii)      **establish such additional joint subcommittees as itdeems necessary to achieve the objectives and intent of this Agreement; and

 

**(xiv)       **perform such other functions as appropriate to furtherthe purposes of this Agreement as allocated to it in writing by the Parties.

 

**(d)           Meetings.** The JSC shall meet on a [ * ] basis****duringthe Term unless the Parties mutually agree in writing to a different frequencyfor such meetings.    The JSC may meet inperson or by videoconference or by teleconference.  Notwithstanding the foregoing, at least [ * ]([ * ]) meetings per Calendar Year shall be in person unless the Partiesmutually agree in writing to waive such requirement in exchange for avideoconference or teleconference.  In-

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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person JSC meetings willbe held [ * ]. Each Party will bear the expense of its respective JSC members’participation in JSC meetings.  Meetingsof the JSC shall be effective only if at least one (1) representative ofeach Party is present or participating in such meeting.  The chairperson of the JSC will beresponsible for preparing reasonably detailed written minutes of all JSCmeetings that reflect, without limitation, material decisions made at suchmeetings.  The JSC chairperson shall senddraft meeting minutes to each member of the JSC for review and approval within[ * ] ([ * ]) Business Days after each JSC meeting.  Such minutes will be deemed approved unlessone or more members of the JSC objects to the accuracy of such minutes within [* ] ([ * ]) Business Days of receipt.

 

**(e)          ****Decision-Making.** The JSC shall act by consensus. The representatives from each Party will have, collectively, one (1) voteon behalf of that Party.  If the JSCcannot reach consensus then, (i) for any disputes relating to Section [* ] ([ * ]) or Section [ * ] ([ * ]), either Party shall have the right to[ * ]; and (ii) for all other disputes within the JSC, the finaldetermination on any matter shall be made [ * ], provided that in the event ofdisagreement by the JSC on any matter which [ * ] the [ * ] or [ * ] for [ * ]of the [ * ] for [ * ] under the [ * ], such matter shall be submitted to the [* ] of each Party (or equivalent senior officers having [ * ] responsibilitiesand designated by the [ * ]) for resolution. Such officers shall use good faithefforts to resolve promptly such matter, provided that if such individuals areunable to mutually agree upon the resolution to such matter within a [ * ] ([ *]) Business Day period, then [ * ].

 

**2.3          General Committee Authority. **The JSC shall have solely the powers expresslyassigned to it in this Article 2 and elsewhere in this Agreement and shallnot have any power to otherwise amend, modify, or waive compliance with thisAgreement.

 

**2.4          Alliance Managers.**

 

**(a)          **Within [ * ] ([ * ]) days following the EffectiveDate, each Party will appoint (and notify the other Party of the identity of) arepresentative having the appropriate qualifications including a generalunderstanding of pharmaceutical development and commercialization issues to actas its alliance manager under this Agreement (“**AllianceManager**”).  The AllianceManagers will serve as the primary contact points between the Parties for thepurpose of providing each Party with information on the progress of the otherParty’s development and Commercialization of the Products and will be primarilyresponsible for facilitating the flow of information and otherwise promotingcommunication, coordination and collaboration between the Parties, providingsingle point communication for seeking consensus both internally within eachParty’s respective organization (including facilitating review of externalcorporate communications), and raising cross-Party and/or cross-functionaldisputes in a timely manner.  Each Partymay replace its Alliance Manager on written notice to the other Party.

 

**(b)          **In addition to the periodic reports provided by AZ toRigel through the JSC, AZ shall make available to Rigel such information aboutthe development and Commercialization of the Compounds and the Products as maybe reasonably requested by Rigel from time to time, through the AllianceManagers of the Parties. For the avoidance of doubt, Rigel acknowledges andagrees that AZ may refuse any request which it considers unreasonable

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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with respect to anycountry that is not a Major Market, including any request to provide countryspecific commercialization reports, or reports on field-force activity orallocation.

 

**2.5          Discontinuation of Participation onthe JSC. **The JSC shall continue to exist until the first tooccur of (a) expiry of the first Royalty Term of a Product comprising aRigel Compound; (b) the Parties mutually agreeing to disband the JSC, or (c) Rigelproviding to AZ written notice of its intention to no longer participate in theJSC.  Following discontinuation of theJSC as described in (a), (b) or (c) above, the JSC shall have nofurther obligations under this Agreement and [ * ]. In addition, AZ may, [ * ],[ * ] following any [ * ].

 

**ARTICLE 3**

 

**DEVELOPMENT**

 

**3.1          Development Plan**.

 

**(a)          ****General.** The development of each Product comprising a Rigel Compound shall begoverned by a development plan (the **“DevelopmentPlan”**) that sets forth all non-clinical studies and human clinicaltrials of the Product in the Territory. The Development Plan shall also specify the plans and timeline forpreparing the necessary Regulatory Materials and for obtaining MarketingApproval for each Product in the Field in the Territory.  In addition, the Development Plan shalldescribe the high level global development strategy for the Products in theTerritory.  AZ shall be solelyresponsible for the development of the Products in the Field in the Territory,and shall assume responsibility to fund the On-Going Clinical Trials followingthe Effective Date and to conduct the On-Going Clinical Trials as soon aspracticable following the Effective Date, except that Rigel shall continue toconduct [ * ] the Open Label Extension Study until the Open Label ExtensionStudy Transfer Date as set forth in Section 3.7 below.  AZ shall have the sole right andresponsibility for preparing the Development Plan for each Product, subject toreview and comment by the JSC.  Withrespect to JSC’s review on matters, AZ will consider in good faith Rigel’scomments via the JSC.

 

**(b)          ****Initial Development Plan. **The initial Development Plan is attached hereto as **Exhibit E**,which describes the overall plan and timeline to develop the R788 Product in theRA Indication in the Territory.

 

**3.2          AZ Development Activities**.

 

**(a)          **AZ shall use Diligent Efforts to develop the Productsin the Territory, including using Diligent Efforts to carry out the developmentand pursue Marketing Approval for the R788 Product in the RA Indication inaccordance with the Development Plan (including the global development strategyset forth therein) and shall, subject to AZ’s obligation to use DiligentEfforts to develop the R788 Product in the RA Indication (inclusive of theprovisions set forth in Section 3.2(b)), have the right to [ * ].  In the event that AZ determines to [ * ], AZshall promptly provide Rigel with written notification of such determinationand shall use Diligent Efforts to [ * ] in the Territory. For the avoidance ofdoubt, AZ may, subject to its obligation to

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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use Diligent Efforts, havethe option to prioritize any development in any indications beyond the RAIndication.

 

**(b)          **Specifically and without limiting the foregoing, AZshall Commence each of the [ * ] Trials within [ * ] ([ * ]) months after theEffective Date, provided that such timeline shall be reasonably extended [ * ].For the avoidance of doubt the “Commencement” of each of the Major Three RATrials may be undertaken, at AZ’s sole discretion, either by AZ itself orthrough its Affiliate or its subcontractor.

 

**(c)          **The status, progress and results of AZ’s developmentactivities shall be discussed in reasonable detail at meetings of the JSC, andAZ shall provide the JSC with a written report on the status and progress ofits activities on a [ * ] basis prior to each JSC meeting.  AZ shall report to Rigel material adverseregulatory developments with respect to Products, promptly after reporting suchresults and developments to AZ management. In addition, AZ shall report toRigel the results of the Major Three RA Trials, promptly after the results ofall of the Major Three RA Trials have been reported to AZ management and inaccordance with AZ’s then internal policies relating to the reporting of suchresults, as generally and consistently applied throughout AZ’s organization. Forthe avoidance of doubt, Rigel acknowledges and agrees that the [ * ].

 

**(d)          **Except as provided elsewhere in this Agreementincluding in the Transition Plan, AZ shall bear one hundred percent (100%) ofthe costs and expenses incurred by it in connection with the conduct of AZ’sdevelopment activities under this Agreement. In the event AZ requests Rigel to perform any development activitieshereunder (such as requesting Rigel to [ * ]), AZ shall reimburse Rigel for allcosts and expenses reasonably incurred by Rigel (including Rigel’s internalcosts and Out-of-Pocket Expenses) in connection with such activities, at theFTE Rate.

 

**(e)          **AZ shall maintain complete and accurate records, asgenerally and consistently applied throughout AZ’s organization, of all workconducted by it under the Development Plan and all Information resulting fromsuch work.  Solely to the extentreasonably believed by Rigel to be required for patent or regulatory purposesor for other legal proceedings in connection with this Agreement, Rigel may, bysubmitting requests to AZ’s Alliance Manager, request copies of such records,and AZ shall comply with Rigel’s reasonable requests.

 

**3.3          [ * ].**

 

**(a)          **AZ represents and warrants that as of the Execution Date the compoundslisted in Exhibit A [ * ] which AZ reasonably believes [ * ].

 

**(b)          **In the event that during the Term AZ intends toCommence any Clinical Trial in the Field relating to a compound, other than aRigel Compound, where [ * ], AZ shall notify Rigel in writing (i) whethersuch compound [ * ] and (ii) if so, whether such compound [ * ]. In theevent that Rigel disputes whether such compound should have been [ * ], theParties shall discuss in good faith such dispute and AZ shall provide Rigelwith access to [ * ]

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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reasonably determinesnecessary in order to [ * ]. In the event that the Parties fail to resolve suchdispute, either Party may seek to resolve such matter through the disputeresolution process set forth in Article 14.

 

**3.4         ****Development DecisionMaking. **Except as otherwise expressly provided in thisAgreement, all matters regarding the development activities hereunder shall bedecided by AZ.

 

**3.5         ****Development Standards ofConduct. **AZ shall use Diligent Efforts to carry out the DevelopmentPlan and in a good scientific manner, in compliance in all material respectswith all Applicable Laws.

 

**3.6         ****Subcontracts**. AZ may perform any of the obligations assigned to it under theDevelopment Plan through, at its sole discretion, one or more subcontractors orconsultants, provided that: (a) AZ remains responsible for the workallocated to, and the payment to, the subcontractors and consultants retainedby it; and (b) the subcontractor or consultant undertakes in writingobligations of confidentiality and non-use regarding Confidential Information,that are substantially the same as thoseundertaken by the Parties pursuant to Article 12 hereof.

 

**3.7          Open Label Extension Study**.

 

**(a)           Responsibility as of the ExecutionDate.** The Partiesacknowledge that, as of the Execution Date, Rigel is conducting the Open LabelExtension Study.  The Parties agree thatRigel shall continue to conduct such Open Label Extension Study on behalf of AZ[ * ] following the Effective Date and for a period of [ * ] following suchdate (the end of such [ * ] period, the “**Open Label Extension StudyTransfer Date**”), notwithstanding the date of transfer to AZ.  Rigel shall conduct such Open Label ExtensionStudy in a good scientific manner, in compliance in all material respects withall Applicable Laws and all applicable portions of the Transition Plan. Rigelacknowledges and agrees that in the event that (i) Rigel has failed tocomply with its material obligations under the Transition Plan, solely to theextent relevant to the Open Label Extension Study; and (ii) AZ is not inmaterial breach of its obligations under the Transition Plan, solely to theextent relevant to the Open Label Extension Study, then, solely with respect to[ * ] the Open Label Extension Study Transfer Date shall be extended until suchtime as Rigel has fulfilled its material obligations under the Transition Planwith respect to the Open Label Extension Study. To the extent such transfer isset forth in the Transition Plan, the allocation of costs and expenses inconnection with such transfer shall be in accordance with Section 6.2(k).  In the event that either Party requests theother Party to perform any development activities relating to the Open LabelExtension Study which are not specific to transition activities and which arenot otherwise covered in the Transition Plan during such [ * ] period, therequesting Party shall reimburse the other Party for all costs and expensesreasonably incurred by such other Party (including internal costs and Out-of-PocketExpenses) in connection with such activities, at the FTE Rate.  Prior to the Open Label Extension StudyTransfer Date, the Parties shall in good faith agree on a process to transferto AZ the responsibility for the conduct of such Open Label Extension Study,and shall cooperate to ensure that such transfer be complete by the Open LabelExtension Transfer Date.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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** **

**(b)           Responsibility following the OpenLabel Extension Study Transfer Date**. Following the Open Label Extension Study TransferDate, AZ shall be solely responsible for the conduct of such Open LabelExtension Study, at its sole cost and expense. For the avoidance of doubt, AZshall be responsible for [ * ] the Open Label Extension Study [ * ] followingthe Effective Date.  AZ hereby grantsRigel a non-exclusive license under the AZ Technology solely for the purpose ofconducting the Open Label Extension Study pursuant to this Section 3.7.  Rigel shall have the right to engagesubcontractors and consultants for the purpose of conducting such Open LabelExtension Study, provided that: (a) Rigel remains responsible for the workallocated to, and the payment to, the subcontractors and consultants retainedby it; (b) the subcontractor or consultant undertakes in writingobligations of confidentiality and non-use regarding Confidential Information,that are substantially the same as those undertaken by the Parties pursuant to Article 12hereof; and (c) the subcontractor or consultant agrees in writing toassign all intellectual property developed in connection with the performanceof any such work to Rigel. For the avoidance of doubt all such intellectualproperty shall be deemed Rigel Technology and shall form part of the licensegranted to AZ as set forth in Section 7.1. Except with the prior approval of AZ, Rigel shall not engagesubcontractors and consultants for the performance of the Open Label ExtensionStudy other than those with which it is working as of the Execution Date.

 

**3.8          Reimbursement of Costs.** Each Party shall reimburse the other Party for any costs and expenseswhich the JSC approves in accordance with Section 2.2(c)(viii). Anypayments made by a Party shall be made quarterly in arrears within [ * ] ([ *]) days following receipt of invoice from the other Party for such costs andexpenses during a given Calendar Quarter, which invoice shall set out the FTEsauthorized by the JSC and shall be issued by the Party seeking reimbursement nolater than [ * ] ([ * ]) days following the relevant Calendar Quarter. In noevent shall a Party be obligated to pay for FTEs in excess of those authorizedunless prior approval has been granted by the JSC.

 

**ARTICLE 4**

 

**REGULATORY MATTERS**

 

**4.1         ****Regulatory Transition. **Within [ * ] ([ * ]) days after theEffective Date, Rigel shall assign to AZ or its designee all RegulatoryMaterials and all electronic documents related to all such Regulatory Materialsregarding the Products that are Controlled by Rigel and/or its Affiliates as ofthe Effective Date; *provided, however*,that all original copies of any such documents shall be transferred to AZwithin [ * ] ([ * ]) days following the Effective Date.  Upon request by AZ, Rigel shall delivernotices of any such assignment to the applicable Regulatory Authorities within[ * ] ([ * ]) days after the Effective Date. Thereafter, AZ shall become responsible for: (a) making allregulatory filings with respect to the Products, either itself or through itsAffiliates or Sublicensees; (b) obtaining and maintaining MarketingApprovals throughout the Territory in the name of AZ, or its Affiliates orSublicensees; and (c) determining the label for the Products, includingwhether or not to accept changes proposed by any Regulatory Authority. Inaddition, upon request by AZ, Rigel shall (i) at any time during the Term,deliver notices of any such assignment to the applicable Regulatory Authoritiesdirectly or

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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via AZ, together with anyother certification required from the Product owner, to enable any IND, CTA,NDA or MAA to be accepted for review by the relevant Regulatory Authority; and (ii) provideAZ with any advice regarding studies conducted by Rigel or on behalf of Rigelregarding the Product that is required to allow AZ to respond to any RegulatoryAuthority that raises a question in relation to such studies during evaluationof any regulatory submission.  Further,Rigel shall provide to AZ the following items to the extent Controlled by Rigeland/or its Affiliates:

 

**(a)          **original documents and word electronic versions ofRegulatory Materials as required by AZ to support NDA and MAA filings,including all Information required by AZ to generate the quality section of theNDA and the MAA; and

 

**(b)          **all non-clinical study reports and clinical studyreports for any data in each case regarding the Products generated by Rigeldirectly or via any contract research organization, including electronic datasets of the source information.

 

For the avoidance of doubt, Rigel shall bear itsinternal costs incurred in connection with all assistance and activities to beundertaken by Rigel as described in this Article 4, and AZ shall reimburseRigel for all Out-of-Pocket Expenses incurred by Rigel in connection therewith.

 

**4.2         ****Regulatory Materials and Approvals**.

 

**(a)           Rights and Obligations**.

 

**(i)           **AZ shall own and submit all Regulatory Materials anddocuments related to the development of the Products;

 

**(ii)          **AZ shall keep Rigel informed, via participation on theJSC of regulatory developments specific to Products throughout the Territory;

 

**(iii)        **AZ shall provide to Rigel an electronic copy of thecomplete NDA together with any updates to the NDA, together with electroniccopies of modules 1 and 2 of the European MAA, together with the equivalentsections of any variations to the MAA; and

 

**(iv)         **AZ shall, so far as practicable, provide Rigel withreasonable advance notification of any significant in-person meeting orteleconference with the FDA and EMEA, and Rigel shall have the right to [ * ]have its representatives attend and participate in all significant meetingsbetween AZ (or its Affiliates or Sublicensees) and the FDA and EMEA relevant toany Product at Rigel’s cost. AZ shall in good faith [ * ] and if AZ [ * ] AZwill notify Rigel of such and its reasoning.

 

**4.3          Product Withdrawals and Recalls.** In the event that any Regulatory Authority (a) threatens orinitiates any action to remove any Product from the market in any country inthe Territory or (b) requires AZ, its Affiliates, or its Sublicensees todistribute a “Dear Doctor” letter or its equivalent regarding use of suchProduct in the Field, AZ shall notify Rigel of such event within [ * ] ([ * ])Business Days after AZ becomes aware of the action, threat, or requirement (as

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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applicable).  AZ shall, so far as practicable, consult withRigel prior to initiating a recall or withdrawal of Product in any country orregulatory jurisdiction in the Territory; provided, however, that the finaldecision as to whether to recall or withdraw a Product shall be made by AZ. AZshall be responsible, at its sole expense, for conducting any recalls or takingsuch other necessary remedial action in the Territory.

 

**4.4          Adverse Event Reporting; Safety DataExchange and Medical Inquiries. **Representatives of each Party will beginmeeting as soon as possible but no later than [ * ] ([ * ]) days after theEffective Date of this Agreement and will work in good faith together todevelop safety procedures for safety data transfers, and adverse event handlingand reporting to Regulatory Authorities and sharing of emerging safetyinformation from the clinical or pre-clinical work conducted by Rigel relatingto the Products.

 

**ARTICLE 5**

 

**COMMERCIALIZATION**

 

**5.1          Overview****.** AZ shall be responsible for commercializing the Products in the Field inthe Territory and shall have the sole right to make decisions relating to suchactivities, with the oversight of the JSC. AZ shall use Diligent Efforts to Commercialize the Products for the RAIndication and all other approved Indications. Notwithstanding the foregoing, AZ’s application of such Diligent Effortsshall not require AZ to Commercialize a Product in any country or territory inwhich AZ determines it is not commercially reasonable to do so for suchProduct.

 

**5.2          Commercialization Plan**. The strategy for the commercialization of each Product in the Territoryshall be described in a global plan that describes the pre-launch, launch andsubsequent commercialization activities for such Product (each such plan, a **“Commercialization Plan”**).  The Commercialization Plan shall be draftedby AZ and shall be shared with Rigel via the JSC.  AZ shall consider any Rigel comments on suchplan in good faith, provided that the final determination as to the content ofthe Commercialization Plan shall be made by AZ.

 

**5.3         ****CommercializationActivities. **AZ shall carry out the tasks under theCommercialization Plan in compliance in all material respects with allApplicable Laws and regulations, including the ForeignCorrupt Practices Act of 1977, as amended (**“FCPA”**),and laws applicable to the sale and promotion of pharmaceutical products.

 

**5.4         ****Commercialization Costs****. **AZ shall be solely responsible for all costsand expenses incurred in connection with the commercialization of the Productsin the Territory.

 

**5.5          Sales and Distribution.** AZ shall be responsible for receiving and filling orders, controllinginvoicing, collection of payments, returns, charge-backs and rebates on salesof the Products in theTerritory, and shall have sole control over distribution of the Product in theTerritory.  Rigel may not accept ordersfor the Products or make sales for its own account or for

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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AZ’s account.  If Rigel receives any order for the Productsin the Territory, it shall refer such orders to AZ for acceptance or rejection.

 

**5.6          Commercialization Updates.** AZ shall keep the JSC fully informed regarding the progress of allmaterial commercialization activities for the Products in the Territory.

 

**5.7          Pricing.** AZ shall be solely responsible for determining pricing and pricing andreimbursement strategy for the Products.

 

**ARTICLE 6**

 

**TECHNOLOGY TRANSFER, MANUFACTURE AND SUPPLY**

 

**6.1         ****Overview. **Subject to Section 6.2below, AZ will besolely responsible for the manufacture of the Compound and Products in bulk andfinished form for use by AZ under the Development Plan and for use anddistribution by AZ under the Commercialization Plan.

 

**6.2          Transfer of Technology andManufacturing Responsibilities.**

 

**(a)           Technology Transfer. **Promptly after the Effective Date, Rigel shall, [ * ],transfer to AZ the Rigel Know-How existing as of the Effective Date, including (i) allRigel Know-How relating to any On-Going Clinical Trials; and (ii) allRigel Know-How that is necessary for AZ to replicate the process employed by oron behalf of Rigel to manufacture the Compound and R788 Product as of theEffective Date.  Such initial technologytransfer shall be carried out in accordance with the Transition Plan and shallbe completed within [ * ] ([ * ]) days after the Effective Date.  After Rigel has performed the technologytransfer as set forth in the Transition Plan, Rigel shall continue to provideAZ with all Rigel Know-How and all reasonable assistance required in order toassist AZ to develop and/or manufacture the Compound and the Products thenunder development by AZ under this Agreement, including such assistance as isreasonably required by AZ to replicate the process employed by or on behalf ofRigel to manufacture the Compound and R788 Product as of the Effective Date atAZ’s reasonable request.  AZ shallreimburse Rigel for Rigel’s internal (at the FTE Rate) and Out-of-PocketExpenses incurred in connection with the rendering of any such assistanceunless such assistance requires only de minimus efforts by Rigel personnel anddoes not require the engagement of any Third Party.

 

**(b)           Right to Manufacture.** Subject to the limited rights granted to Rigel and to any Third Partiesunder the Existing Compound Manufacturing Agreement and the Existing ProductManufacturing Agreement (each as defined below), AZ shall have the sole andexclusive right to (a) conduct or have conducted Manufacturing withrespect to Compounds and Products and (b) Manufacture or have ManufacturedCompound and Products.  For clarity, AZshall have the right, in its sole discretion, to determine the specificationswith respect to any Compound or Product.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**(c)           Existing Manufacturers. **Rigel represents and warrants that as of the EffectiveDate, (i) [ * ] and [ * ] (together “[ * ]” or the “**ExistingCompound Manufacturer**”) is manufacturing and supplying to Rigel R788in bulk form under the Master Terms and Conditions by and between Rigel and theExisting Manufacturer, effective [ * ] (the “**ExistingCompound Manufacturing Agreement**”); and (ii) [ * ] (the “**Existing Product Manufacturer**”) is manufacturing andsupplying to Rigel the R788 Product in packaged form under the Master ServicesAgreement by and between Rigel and the Existing Product Manufacturer, effective[ * ]  (the “**ExistingProduct Manufacturing Agreement**”). In order to minimize supply interruption, the Parties intend to continueto engage the Existing Compound Manufacturer for the supply of the bulk R788and the Existing Product Manufacturer for the supply of packaged R788 Productduring the conduct of a program of Phase 3 Clinical Trials for the R788 Productfor RA.  As part of the initialtechnology transfer under the Transition Plan, Rigel shall assign to AZ or itsdesignee, at no additional cost and expense to AZ, all of Rigel’s rights andobligations under the Existing Compound Manufacturing Agreement and theExisting Product Manufacturing Agreement, to the extent Rigel is permitted todo so under such Existing Compound Manufacturing Agreement and the ExistingProduct Manufacturing Agreement, and AZ shall cooperate with Rigel to carry outsuch assignment. For the avoidance of doubt, except as expressly set forth in Section 6.2(i),Rigel shall remain fully responsible for its acts, omissions, liabilities andbreaches connected with the Existing Compound Manufacturing Agreement and theExisting Product Manufacturing Agreement existing prior to the date of anyassignment to AZ.

 

**(d)           Existing Starting Material Suppliers.** As part of the initial technology transfer under the Transition Plan, tothe extent set forth in such Transition Plan, Rigel shall assign to AZ or itsdesignee, at no additional cost and expense to AZ, all of Rigel’s rights andobligations under supply agreements in place with suppliers for R788 startingmaterials (RIG-A, RIG2-05, RIG2-12, RIG2-13 & RIG2-15), to the extentRigel is permitted to do so under such agreements,  and AZ shall cooperate with Rigel to carryout such assignment.

 

**(e)           Existing R788 Supply Chain ServicesSuppliers.**  As part of the initial technology transferunder the Transition Plan, to the extent set forth in such Transition Plan,Rigel shall assign to AZ or its designee, at no additional cost and expense toAZ, all of Rigel’s rights and obligations under services agreements in placewith suppliers of R788 supply chain services, to the extent Rigel is permittedto do so under such agreements,  and AZshall cooperate with Rigel to carry out such assignment.

 

**(f)            Interim Supply. **Until AZ establishes a direct contractual relationshipwith the Existing Compound Manufacturer and the Existing Product Manufactureras described in Section 6.2(c) above, to the extent necessary for AZto carry out its development obligations under the Development Plan, Rigelshall obtain supply from its Existing Compound Manufacturer and ExistingProduct Manufacturer R788 in bulk form and the R788 Product in packaged form,at AZ’s request (to the extent consistent with the Existing CompoundManufacturing Agreement and the Existing Product Manufacturing Agreement) andat AZ’s expense, for AZ’s development activities under this Agreement. For theavoidance of doubt there shall be [ * ] to obtain supply from its ExistingCompound Manufacturer and Existing Product

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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Manufacturer, providedthat AZ agrees to reasonably co-operate with Rigel and to negotiate with theExisting Compound Manufacturer and Existing Product Manufacturer in good faithto assist Rigel in ensuring such assignment to AZ.

 

**(g)           Transfer of Supplier Relationships.** Promptly after the Effective Date, the Parties shall use Diligent Effortsto establish a direct contractual relationship between AZ and the ExistingCompound Manufacturer and the Existing Product Manufacturer, either by AZ’sassumption of the Existing Compound Manufacturing Agreement and the ExistingProduct Manufacturing Agreement or otherwise.

 

**(h)           Existing Inventory. **The Parties acknowledge that, as of the EffectiveDate, Rigel is in possession of an existing inventory of: (i) cGMP-gradeCompound and R788 Product in bulk and finished form; (ii) with respect toR788 Product, cGMP-grade materials of the following: work-in-progress, startingmaterials, analytical standards, samples, radio-labeled compounds; and (iii) certainequipment specifically designed to produce the R788 Product (the “**R788 Inventory**”), and an estimate of the quantities of suchR788 Inventory is set forth on **Exhibit F**attached hereto.  Rigel agrees to assignto AZ, [ * ], all of its rights, title and interest in the R788 Inventory aspart of the initial technology transfer under the Transition Plan, except thatRigel may retain sufficient quantities of R788 Inventory solely for its use inthe conduct of the Open Label Extension Studies and to fulfill its obligationsunder the NCI Agreement as such agreement exists as of the Execution Date.

 

**(i)            API Transfer.** AZ agrees that it shall be responsiblefor the costs for final supply of a [ * ] campaign of R788 activepharmaceutical ingredient which as of the Execution Date is being manufacturedby [ * ] for Rigel under the Existing Compound Manufacturing Agreement, [ *].  The Parties understand that Rigelintends to assign such Existing Compound Manufacturing Agreement to AZ under Section 6.2(c),and accordingly, in the event that such contract has been assigned to AZ at thetime such costs become due, AZ shall be directly responsible for paying suchcosts to [ * ].  If, at the time anyportion of such costs becomes due to [ * ], such agreement has not beenassigned to AZ, then Rigel shall be responsible for paying such portion ofcosts to [ * ] and shall subsequently invoice AZ and within [ * ] ([ * ]) daysof payment to [ * ], following which AZ shall pay such portion of costs toRigel within [ * ] ([ * ]) days of receipt of invoice. In no event shall AZ beliable for [ * ] except as expressly set forth in this Agreement or asotherwise agreed in writing between the Parties or as agreed between AZ and [ *].

 

**(j)            Assignment of Rights. **The assignment by Rigel of any of the agreements to AZas contemplated in this Section 6.2 shall not require Rigel to assign itsrights and/or interest in and to any of the Rigel Patents and/or RigelKnow-How, regardless of whether Rigel obtained the rights to such Rigel Patentsor Rigel Know-How under such agreements.

 

**(k)           Transition Plan Costs. **Except as specifically provided in the Transition Planor elsewhere under this Article 6, each Party shall bear all of itsinternal costs incurred in connection with the activities, work, technologytransfer and assignments described in the Transition Plan as of the ExecutionDate, and AZ shall reimburse Rigel for Rigel’s Out-of-Pocket Expenses incurredin connection with the activities, work, technology transfer and assignmentsdescribed in the Transition Plan as of the Execution Date.  AZ shall bear all costs and expenses, and shallreimburse Rigel for its internal and Out-of-

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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Pocket Expenses, incurredby Rigel in connection with any activities that are requested by AZ and thatare not included in the Transition Plan as of the Execution Date unless suchactivities require only de minimus efforts by Rigel personnel and do notrequire the engagement of any Third Party.

 

**ARTICLE 7**

 

**LICENSES AND EXCLUSIVITY**

 

**7.1          License to AZ under Rigel Technology**.

 

**(a)          ****LicenseGrant. **Subject to the terms and conditions of this Agreement(including Rigel’s retained rights under Section 7.3 below), Rigel herebygrants AZ a royalty-bearing, fully sublicenseable exclusive license, underRigel’s and its Affiliate’s rights, titles, and interests in and to the RigelTechnology, to Exploit the Compound and the Product(s) in the Field in theTerritory.

 

**(b)           Access to Safety Information.** Rigel hereby grants AZ a royalty-free, fully sublicensable,non-exclusive license to any safety Information relating to any Rigel Compounds[ * ] that are Controlled by Rigel, solely as required pursuant to the requestor notification of any Regulatory Authority or as otherwise required pursuantto Applicable Laws. AZ acknowledges and agrees that Rigel has certain existingcontractual obligations as of the Execution Date which preclude such disclosureto AZ and that Rigel shall not be required to make such disclosure under this Section 7.1(b) tothe extent prohibited under such other contractual obligations.

 

**(c)           Exclusions. **For avoidance of doubt, the licenses granted to AZunder this Agreement shall not include any rights for AZ to (i) modify,enhance, improve, optimize or otherwise derivatize a Compound in a manner thanresults in a molecule that is not a Compound, or (ii) research, develop,make, have made, use, sell, offer for sale or import any other proprietarycompound of Rigel (including any proprietary compound which Rigel licenses to aThird Party) that is not a Compound.

 

**7.2          Sublicenses and Distributorships**.

 

**(a)           Scope of Permissible Sublicensing.** The license granted by Rigel to AZ in Section 7.1 may besublicensed by AZ through multiple tiers of Sublicensees: (i) to itsAffiliates in the Territory or in any country of the Territory without Rigel’sprior written consent; (ii) to a Third Party in the U.S. or in any of theMajor EU Countries, which sublicense shall require the prior written consent ofRigel ([ * ]) if granted [ * ] the First Commercial Sale of a Product in thefirst to occur of the U.S. or any Major EU Country; and (iii) to a ThirdParty in any other country(ies) of the Territory without the prior writtenconsent of Rigel. AZ shall remain primarily responsible for the performance ofits Sublicensees and shall use Diligent Efforts to 

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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cause its Sublicensees tocomply with the terms and conditions of this Agreement.  For the avoidance of doubt, where AZ grants asublicense to a Person that is not an Affiliate of AZ, and such Person is not aDistributor, such Person shall be a “Sublicensee” for the purposes of thisAgreement.

 

**(b)           Distributorships. **AZ shall have the right, in its sole discretion, toappoint its Affiliates, and AZ and its Affiliates shall have the right, intheir sole discretion, to appoint any other Persons, in the Territory or in anycountry of the Territory, to distribute, market and sell the Products, incircumstances where the Person purchases its requirements of Products from AZor its Affiliates but does not otherwise make any royalty or other payment toAZ with respect to its intellectual property rights, provided that AZ shallremain primarily responsible for the performance of such Distributors. For theavoidance of doubt, where AZ appoints such a Person and where such Person isnot an Affiliate of AZ, that Person shall be a “Distributor” for the purposesof this Agreement.

 

**7.3         ****Rigel Retained Rights.**  Rigel retains the right to practice and license theRigel Technology outside the scope of the license granted to AZ under Section 7.1.  In addition, Rigel retains the right tocollaborate with Third Parties on the Compound solely for research purposesonly and solely as described under the material transfer agreements, researchagreements and cooperative research and development agreement existing as of theExecution Date between Rigel and each such Third Party (collectively, the “**Research Agreements**”). Rigel shall remain fully responsiblefor its acts and omissions under such Research Agreements and, except asdescribed in the Transition Plan, no responsibility or liability for suchagreements shall pass to AZ by virtue of this Agreement.

 

**7.4          Negative Covenant**.

 

**(a)          **Each Party covenants that it will not use or practiceany of the other Party’s intellectual property rights licensed to it under thisArticle 7 except for the purposes expressly permitted in the applicablelicense grant.

 

**(b)          **Specifically and without limiting the foregoing, AZcovenants that it will not, except as expressly permitted under this Agreementand in particular under Section 7.1, use or practice any of Rigel’sintellectual property rights licensed to it under this Article 7: (i) inan Excluded Indication; or (ii) in connection with any compound other thana Compound except as part of a Combination Product, subject in any case to Section 7.1(c)(ii).

 

**7.5          No Implied Licenses.** Except as explicitly set forth in this Agreement, neither Party grantsto the other Party any license, express or implied, under its intellectualproperty rights.

 

**7.6          Exclusivity**.

 

**(a)           No Existing Oral SYK InhibitorProgram. **AZ hereby represents and warrants that, except asprovided under this Agreement with respect to the Rigel Compounds, as

 

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[ * ] = Certainconfidential information contained in this document, marked by brackets, hasbeen omitted and filed separately with the Securities and Exchange Commissionpursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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of the Execution Date, itdoes not have commercial rights (including by means of an option agreement) toany Compound for which an IND has been filed, or equivalent action taken, by oron behalf of AZ or its Affiliates.

 

**(b)          **Until the [ * ] of (i) [ * ]; and (ii) the [* ] ([ * ]) anniversary of the First Commercial Sale of a R788 Product, exceptas permitted under this Agreement, neither Party nor its Affiliates will,directly or indirectly (including by means of any collaboration, license oroption agreement with any Third Party), [ * ] any [ * ] any product comprisinga compound [ * ].

 

**(c)          **Until the [ * ] of (i) [ * ]; and (ii) [ *], except as permitted under this Agreement, AZ and its Affiliates will not,directly or indirectly (including by means of any collaboration, license oroption agreement with any Third Party), [ * ] in any [ * ] or [ * ], of anycompound [ * ].

 

**(d)          **Until [ * ], Rigel and its Affiliates will not,directly or indirectly (including by means of any collaboration, license oroption agreement with any Third Party), [ * ] in the [ * ] with a compound thatexhibits [ * ].

 

**7.7          AZ Diligence.** With respect to any compound whichexhibits SYK Activity or any product comprising a compound which exhibits SYKActivity which AZ or its Affiliates acquire after the Effective Date (includingby means of any collaboration, license or option agreement with any ThirdParty), and which compound or product AZ or its Affiliates intend to Commenceany Clinical Trial or Commercialize in either the Major Indication or anyAutoimmune Disorder, in each case via the oral route, AZ agrees that inassessing whether to Commence any Clinical Trial or Commercialize (i) suchacquired compound or product; and/or (ii) any [ * ] Rigel Compound orassociated Product, AZ shall have regard to the commercial and scientificpotential of such opportunities, taking into account their [ * ] and [ * ],their [ * ], the [ * ] of [ * ] and the [ * ] and [ * ] of their [ * ](including [ * ] and [ * ]), the [ * ] of [ * ], their [ * ], [ * ] in makingsuch determination.  This Section 7.7shall not be construed to limit AZ’s exclusivity obligations under Section 7.6.

 

**7.8          Right of First Negotiation in theAdditional Indication**.  In the event that Rigel wishesto either itself develop and/or Commercialize or grant rights to a Third Partyto develop and/or commercialize any Rigel Compound or corresponding Product inany Additional Indication, then Rigel shall first notify AZ in writing.  AZ shall within [ * ] ([ * ]) days notifyRigel if it is interested in obtaining such rights.  If AZ notifies Rigel of its interest inobtaining such rights, then Rigel and AZ shall negotiate in good faith theterms and conditions under which AZ will obtain from Rigel the right to developand Commercialize the Rigel Compound or corresponding Product in suchAdditional Indication.  If, despite goodfaith negotiations, Rigel and AZ do not enter into an agreement on the termsand conditions under which AZ would obtain such right within [ * ] ([ * ]) daysafter AZ provides Rigel written notice of its interest to obtain such right,then Rigel shall have the right to either by itself or via a Third Partydevelop and Commercialize the Rigel Compound and corresponding Product in suchAdditional Indication without further obligation to AZ provided that withrespect to any such agreement with a Third

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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Party, such agreementshall not be on terms which are more favorable to such Third Party than thoselast offered to AZ.

 

**ARTICLE 8**

** **

**FINANCIALS**

 

**8.1          Upfront Fee.**  Inconsideration of the rights and licenses granted under this Agreement, no laterthan [ * ] ([ * ]) days after the Effective Date, AZ shall pay to Rigel anon-refundable, non-creditable upfront fee of one hundred million dollars($100,000,000) in cash by wire transfer of immediately available funds into anaccount designated by Rigel.

 

**8.2          [ * ] Milestone and [ * ]Milestone. **AZ shall make each of the followingnon-refundable, non-creditable milestone payments to Rigel for the achievementof the following milestone events: (i) in consideration of the servicesperformed by Rigel relating to the [ * ], [ * ] Dollars ($[ * ]) within [ * ]([ * ]) days after the [ * ]; and (ii) [ * ] Dollars ($[ * ]) within [ * ]([ * ]) days after the [ * ] of the [ * ], in each case following receipt ofinvoice from Rigel.

 

**8.3          Development and Regulatory MilestonePayments. **AZ shall make milestone payments to Rigelbased on achievement of certain development and regulatory milestone events inthe specified indications as set forth in this Section 8.3 relating toProducts comprising a Rigel Compound.  AZshall notify and pay to Rigel the amounts set forth in this Section 8.3within [ * ] ([ * ]) days after the achievement of the applicable milestoneevent (as notified by AZ to Rigel and following receipt of invoice fromRigel).  Each such payment shall benon-refundable and non-creditable against any other payment due under thisAgreement. For the avoidance of doubt, [ * ].

 

**(a)           Major Indication. **AZ shall make each of the following milestone paymentsto Rigel for the first Product comprising a Rigel Compound to achieve thecorresponding milestone event for a Major Indication for which such milestoneevent has been met.

 
| **Milestone Event** | ** ** | **Milestone  Payment for  First Product** | ** ** |
|---------------------|------------|-------------------------------------------|------------|
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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| [ * ] |   | $ | [ *  | ] |
|-------|--------|---|-----------|---|
| [ * ] |   | $ | [ *  | ] |
| [ * ] |   | $ | [ *  | ] |
| [ * ] |   | $ | [ *  | ] |
| [ * ] |   | $ | [ *  | ] |

 

Each milestone in Section 8.3(a) shall be paid only once forthe first Product to achieve such milestone. Each milestone event conditioned upon the Product meeting [ * ] shall bedeemed to have been achieved if such Product meets [ * ], so that upon thetriggering of a particular milestone event conditioned upon a Product meetingof [ * ], both the milestone payment corresponding to such [ * ] trigger andthe milestone payment corresponding to the applicable [ * ] trigger will becomedue, if the milestone payment corresponding to such applicable [ * ] triggerhas not been previously paid by AZ.  Inaddition, if a Product achieves a First Commercial Sale in the Major Indicationin a Major Market, such Product shall be deemed to have achieved at least [ *], and the milestone payment corresponding to the First Marketing Approval ofsuch Product for [ * ] in such country will become due if such milestonepayment has not been previously paid by AZ.

 

**(b)           First Other Indication. **AZ shall make each of the following milestone paymentsto Rigel for the first Product comprising a Rigel Compound to achieve thecorresponding milestone event for the first Indication that is an OtherIndication (the “**First Other Indication**”) for whichsuch milestone event has been met.

 
| **Milestone Event** | ** ** | **Milestone  Payment for  First Product** | ** ** |
|---------------------|------------|-------------------------------------------|------------|
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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| [ * ] |   | $ | [ *  | ] |
|-------|--------|---|-----------|---|
| [ * ] |   | $ | [ *  | ] |

 

Each milestone in Section 8.3(b) shall be paid only once forthe first Product to achieve such milestone.

 

**(c)          ****Second Other Indication. **AZ shall make each of the following milestone paymentsto Rigel for the first Product comprising a Rigel Compound to achieve thecorresponding milestone event for the second Indication that is an OtherIndication (the “**Second Other Indication**”) forwhich such milestone event has been met.

 
| **Milestone Event** | ** ** | **Milestone  Payment for  First Product** | ** ** |
|---------------------|------------|-------------------------------------------|------------|
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |
| [ * ]               |       | $                                         | [ *   | ] |

 

Each milestone in Section 8.3(c) shall be paid only once forthe first Product comprising a Rigel Compound to achieve such milestone.

 

**8.4          Commercialization Milestone Payments.** AZ shall make each of the milestone payments indicated below to Rigelwhen aggregate, cumulative Net Sales of all Product(s) comprising RigelCompounds across all indications in the Territory first reach the specifieddollar values in any Calendar Year.  Eachsuch milestone payment shall be non-refundable and non-creditable against anyother payment due under this Agreement.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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| **Aggregate Net Sales in the  Territory for all Products  in a Calendar Year** | ** ** | **Payment** | ** ** |
|--------------------------------------------------------------------------------|------------|-------------|------------|
| $                                                                              | [ *   | ]           | $          | [ *  | ] |
| $                                                                              | [ *   | ]           | $          | [ *  | ] |
| $                                                                              | [ *   | ]           | $          | [ *  | ] |
| $                                                                              | [ *   | ]           | $          | [ *  | ] |
| $                                                                              | [ *   | ]           | $          | [ *  | ] |

 

AZ shall notify and pay to Rigel the amounts set forth in this Section 8.4within [ * ] ([ * ]) days after the end of the Calendar Quarter in which theapplicable milestone event is achieved and following receipt of invoice fromRigel.  Each milestone in this Section 8.4 shall be paidonly once, and the maximum total amount of payment to Rigel pursuant to this Section 8.4shall be eight hundred million dollars ($800,000,000).  If more than one commercial milestone hasbeen met for the first time during the same Calendar Year, then AZ shall remainobligated to make payments to Rigel for milestone payments triggered by theoccurrence of each and every such commercial milestone event.

 

**8.5          Royalty Payments.**

 

**(a)           Royalties for R788 Products**.

 

**(i)           **AZ shall pay to Rigel non-refundable, non-creditableroyalties on the amount of Net Sales of all R788 Products sold in all countriesof the Territory outside the U.S. (the “**Ex US Territory**”),as calculated by multiplying the applicable royalty rates by the correspondingamount of incremental Net Sales of all R788 Products in the Ex US Territory insuch Calendar Year.

 
| **Annual Net Sales for all R788  Products in the  Ex US Territory** | ** ** | **Royalty Rate** | ** ** |
|---------------------------------------------------------------------|------------|------------------|------------|
| Portion less than $[ * ]                                            |       | [ *         | ]%         |
| Portion greater than or equal to $[ * ] and less  than $[ * ]       |       | [ *         | ]%         |
| Portion greater than or equal to $[ * ] and less  than $[ * ]       |       | [ *         | ]%         |

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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| Portion greater than or equal to $[ * ] and less  than $[ * ] |   | [ *  | ]% |
|---------------------------------------------------------------|--------|-----------|----|
| Portion greater than or equal to $[ * ] and less  than $[ * ] |   | [ *  | ]% |
| Portion greater than or equal to $[ * ]                       |   | [ *  | ]% |

 

**(ii)          **AZ shall pay to Rigel non-refundable, non-creditableroyalties on the amount of Net Sales of all R788 Products sold in the U.S., ascalculated by multiplying the applicable royalty rates by the correspondingamount of incremental Net Sales in the U.S. of all R788 Products in suchcalendar year.

 
| **Annual Net Sales for all R788  Products in the  U.S.**      | ** ** | **Royalty Rate** | ** ** |
|---------------------------------------------------------------|------------|------------------|------------|
| Portion less than $[ * ]                                      |       | [ *         | ]%         |
| Portion greater than or equal to $[ * ] and less  than $[ * ] |       | [ *         | ]%         |
| Portion greater than or equal to $[ * ] and less  than $[ * ] |       | [ *         | ]%         |
| Portion greater than or equal to $[ * ] and less  than $[ * ] |       | [ *         | ]%         |
| Portion greater than or equal to $[ * ] and less  than $[ * ] |       | [ *         | ]%         |
| Portion greater than or equal to $[ * ]                       |       | [ *         | ]%         |

 

**(b)           Royalties for Follow-OnProducts. **AZ shall pay to Rigel non-refundable,non-creditable royalties on the amount of Net Sales of all Follow-On Productssold in all countries of the Territory, as calculated by multiplying theapplicable royalty rates by the 

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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corresponding amount ofincremental Net Sales of all Follow-On Products in the Territory in suchCalendar Year, subject to adjustment as provided below in this paragraph (b).

 

**(i)           **In respect of Net Sales of Follow-On Products in anyMajor Indication, the applicable royalty rates shall be as described in Section 8.5(a)(i) withrespect to Net Sales of R788 Products in the Ex U.S. Territory.

 

**(ii)          **In respect of Net Sales of Follow-On Products in anyOther Indication, the applicable royalty rates shall be as described below:

 
| **Annual Net Sales for all  Follow-On Products in  any Other Indication in the Ex US Territory** | ** ** | **Royalty Rate** | ** ** |
|--------------------------------------------------------------------------------------------------|------------|------------------|------------|
| Portion less than $[ * ]                                                                         |       | [ *         | ]%         |
| Portion greater than or equal to $[ * ] and less  than $[ * ]                                    |       | [ *         | ]%         |
| Portion greater than or equal to $[ * ] and less  than $[ * ]                                    |       | [ *         | ]%         |
| Portion greater than $[ * ]                                                                      |       | [ *         | ]%         |

 

For clarity, (i) the royalty rates set forth in Section 8.5(a)(i) shallapply to all of the Net Sales of any Follow-On Product for which MarketingApproval is obtained by AZ, its Affiliates or Sublicensees for any of the MajorIndications, regardless of whether Marketing Approval is also obtained for suchFollow-On Product for any indication other than a Major Indication; (ii) suchroyalty rates shall not apply retrospectively in the event that MarketingApproval is first obtained for any indication other than a Major Indication.

 

**(c)          ****Know-How Royalty. **In any country in the Territory where the sale of aProduct in such country is not covered by a Valid Claim [ * ] of such Productor [ * ] such Product [ * ] in such country, AZ shall owe royalties under Section 8.5(a) or(b), as applicable, on the Net Sales of such Product in such country at ratesthat are [ * ] percent ([ * ]%) of the rates otherwise payable under Section 8.5(a) or(b), as applicable.  If a Valid Claimlater issues that covers such [ * ] in such country, then this paragraph (c) shallno longer apply, but the later issuance of such Valid Claim shall not have anyretroactive effect.

 

**(d)           Loss of Market Exclusivity. **In the event of a Loss of Market Exclusivity in anycountry, then the royalty rates applicable to Net Sales under Section 8.5(a) and(b) of such Product in such country shall be reduced by [ * ] percent ([ *]%).

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**(e)           Compulsory License. **In the event that a court or governmental agency ofcompetent jurisdiction requires AZ or an AZ Affiliate to grant a compulsorylicense to a Third Party permitting such Third Party to make and sell theProduct in a country, then for the purposes of calculating the royalties ofsuch Product under Section 8.5(a) and (b), [ * ] percent ([ * ]%) ofthe Net Sales in such country shall be disregarded.

 

**(f)            Third Party Payments and Obligations**. Rigel shall remain responsible for the payment of royalty, milestone andother payment obligations, if any, due to Third Parties under any Rigel Patentsor Rigel Know-How which has been licensed to Rigel prior to the Effective Dateand is sublicensed to AZ under this Agreement. All such payments shall be made promptly by Rigel in accordance with theterms of its license agreement.  In theevent that AZ determines that rights to intellectual property owned orcontrolled by a Third Party are required to fully Commercialize the Productsunder this Agreement, AZ shall have the right to negotiate and acquire suchrights through a license or otherwise and to deduct from the royalty paymentsdue to Rigel [ * ] percent ([ * ]%) of the amounts paid (including milestonepayments, royalties or other license fees) by AZ to such Third Party; provided,however, that in no event shall the amounts due to Rigel from AZ be reduced bymore than [ * ] percent ([ * ]%) in respect of a particular royalty payment orin any Calendar Quarter.  [ * ]. Rigelagrees to fully cooperate with AZ to acquire such rights.

 

**(g)           Maximum Amount of Royalty Reduction. **In no event shall the royalty rate payable to Rigelunder Section 8.5(a) or (b) in respect of any particular countrybe reduced by more than [ * ] percent ([ * ]%) in any Calendar Quarter as aresult of the reductions set forth in Sections 8.5(c), (d), (e) or (f). [* ].

 

**(h)           Royalty Term.** Subject to Section 8.6, royalties due under Sections 8.5(a) or(b), as applicable, with respect to a particular Product in a particularcountry, will commence upon the First Commercial Sale of such Product in such countryand will be payable until the later of (i) the expiration of the last toexpire Valid Claim [ * ] in such country that covers the Product, [ * ], and (ii) [* ] ([ * ]) years after the First Commercial Sale of such Product in suchcountry (such period, the “**Royalty Term”**).** **Following theRoyalty Term with respect to a particular Product and country, the license toAZ set forth in Section 7.1 shall continue in effect but shall becomefully paid-up, royalty-free, transferable, perpetual and irrevocable withrespect to such Product and such country.

 

**(i)            Royalty Payments and Reports****.** All amounts payable to Rigel pursuant to this Section 8.5 shall bepaid in Dollars within [ * ] ([ * ]) days after the end of each CalendarQuarter (as reported by AZ to Rigel and invoiced by Rigel). For the purposes ofcalculating the royalty payment in any Calendar Quarter, AZ shall calculate thecumulative royalty payments for the current Calendar Year and deduct royaltypayments made in respect of previous Calendar Quarters, if any, for suchCalendar Year to establish the current royalty payment with respect to suchCalendar Quarter.  AZ shall submit toRigel a statement, on a country-by-country basis, of the sales volume of Productin the Territory during the applicable Calendar Quarter, Net Sales and acalculation of the amount of royalty payment due on such sales for suchCalendar Quarter,

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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sufficiently in advancebefore the royalty payment becomes due to allow Rigel to issue the invoice toAZ for such royalty payments.

 

**8.6          Applicable Royalty Term in the Eventof Multiple Products.** The Parties acknowledge andagree that the royalty rates described in Section 8.5(a) for R788Products reflect the fact that as of the Execution Date, R788 is the mostadvanced Compound in development in a Major Indication. Accordingly, in theevent that during the R788 Product Royalty Term any Follow-On Product isCommercialized, with respect to Net Sales of such Follow-on Product, thennotwithstanding the provisions of Section 8.5, the Parties agree as follows:

 

**(a)          **For any Follow-On-Product comprising [ * ] in anyOther Indication, the applicable royalty rate for Net Sales of such Follow-OnProduct shall be as described in Section 8.5[ * ] (ie [ * ]%, [ * ]%, [ *]% or [ * ]% respectively) during the R788 Product Royalty Term and [ * ]percent ([ * ]%) for Net Sales following the expiry of the R788 Product RoyaltyTerm;

 

**(b)          **For any Follow-On-Product comprising [ * ] in anyOther Indication, the applicable royalty rate for Net Sales of such Follow-OnProduct shall be as described in Section 8.5[ * ] (ie [ * ]%, [ * ]%, [ *]% or [ * ]% respectively) during the Royalty Term of such Follow-On-Product,irrespective of when the R788 Product royalty Term expires;

 

**(c)          **For any Follow-On-Product comprising [ * ] in a MajorIndication, the applicable royalty rate for Net Sales of such Follow-On Productshall be as described in Section 8.5[ * ] (ie [ * ]%, [ * ]%, [ * ]%, [ *]%, [ * ]% or [ * ]% respectively) during the R788 Product Royalty Term and [ *] percent ([ * ]%) for Net Sales following the expiry of the R788 ProductRoyalty Term;

 

**(d)          **For any Follow-On-Product comprising [ * ] in a MajorIndication, the applicable royalty rate for Net Sales of such Follow-On Productshall be as described in Section 8.5[ * ] (ie [ * ]%, [ * ]%, [ * ]%, [ *]%, [ * ]% or [ * ]% respectively) during the R788 Product Royalty Term and asdescribed in Section 8.5[ * ] (ie [ * ]%, [ * ]%, [ * ]% or [ * ]%respectively) following the expiry of the R788 Product Royalty Term and for theremainder of the Royalty Term of such Follow-On-Product;

 

**(e)          **For any Follow-On-Product comprising [ * ] which hasFirst Commercial Sale in an Other Indication and achieves subsequent MarketingApproval in a Major Indication, the applicable royalty rate for Net Sales ofsuch Follow-On-Product shall be (i) as described in Section 8.5[ * ](ie [ * ]%, [ * ]%, [ * ]% or [ * ]% respectively) with respect to Net Sales inthe Other Indication prior to First Commercial Sale in a Major Indication; (ii) thereafteras described in Section 8.5[ * ] (ie [ * ]%, [ * ]%, [ * ]%, [ * ]%, [ *]% or [ * ]% respectively) for all Net Sales of such Follow-On-Product(irrespective of the Indication) during the R788 Product Royalty Term; and (iii) thereafter[ * ] percent ([ * ]%) for Net Sales of such Follow-On-Product (irrespective ofthe Indication) following the expiry of the R788 Product Royalty Term;

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**(f)           **For any Follow-On-Product comprising [ * ] which hasFirst Commercial Sale in an Other Indication and achieves subsequent MarketingApproval in a Major Indication, the applicable royalty rate for Net Sales ofsuch Follow-On-Product shall be (i) as described in Section 8.5[ * ](ie [ * ]%, [ * ]%, [ * ]% or [ * ]% respectively) with respect to Net Sales inthe Other Indication prior to First Commercial Sale in a Major Indication; (ii) thereafteras described in Section 8.5[ * ] (ie [ * ]%, [ * ]%, [ * ]%, [ * ]%, [ *]% or [ * ]% respectively) for all Net Sales of such Follow-On-Product(irrespective of the Indication) during the R788 Product Royalty Term; and (iii) thereafteras described in Section 8.5[ * ] (ie [ * ]%, [ * ]%, [ * ]% or [ * ]%respectively) (irrespective of the Indication) following the expiry of the R788Product Royalty Term and for the remainder of the Royalty Term of suchFollow-On-Product;

 

**(g)          **For any Follow-On-Product comprising [ * ] which hasFirst Commercial Sale in a Major Indication and achieves subsequent MarketingApproval in an Other Indication, the applicable royalty rate for Net Sales ofsuch Follow-On-Product shall be (i) as described in Section 8.5[ * ](ie [ * ]%, [ * ]%, [ * ]%, [ * ]%, [ * ]% or [ * ]%  respectively) for all Net Sales of suchFollow-On-Product (irrespective of the Indication) during the R788 ProductRoyalty Term; and (ii) thereafter [ * ] percent ([ * ]%) for Net Sales ofsuch Follow-On-Product (irrespective of the Indication) following the expiry ofthe R788 Product Royalty Term;

 

**(h)          **For any Follow-On-Product comprising [ * ] which hasFirst Commercial Sale in a Major Indication and achieves subsequent MarketingApproval in an Other Indication, the applicable royalty rate for Net Sales ofsuch Follow-On-Product shall be (i) as described in Section 8.5[ * ](ie [ * ]%, [ * ]%, [ * ]%, [ * ]%, [ * ]% or [ * ]% respectively) for all NetSales of such Follow-On-Product (irrespective of the Indication) during theR788 Product Royalty Term; and (ii) thereafter as described in Section 8.5[* ] (ie [ * ]%, [ * ]%, [ * ]% or [ * ]% respectively) (irrespective of theIndication) following the expiry of the R788 Product Royalty Term and for theremainder of the Royalty Term of such Follow-On-Product;

 

**(i)           **In the event that (i) there is no R788 ProductRoyalty Term (ie no First Commercial Sale of the R788 Product); and (ii) twoor more Follow-On-Products achieve First Commercial Sale, the provisions setforth above in sub-sections (a)-(h) shall apply with respect to theRoyalty Term of the first Follow-On-Product and all references to the R788Product Royalty Term as described in (a)-(h) above shall be replaced byreferences to the Royalty Term of the first Follow-On-Product;

 

**(j)           **For the avoidance of doubt, notwithstanding theprovisions of this Section 8.6, the royalty reductions set forth inSections 8.5(c), (d), (e) and (f) shall apply with respect to eachrespective Product.

 

**8.7          Taxes**.

 

**(a)          **The royalties, milestones and other amounts payable byAZ to Rigel pursuant to this Agreement (“Payments”) shall not be reduced onaccount of any taxes unless required by Applicable Laws.  AZ shall deduct and withhold from thePayments any taxes that it is required by Applicable Laws to deduct or withholdon Rigel’s behalf. Notwithstanding the

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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foregoing, if Rigel isentitled under any applicable tax treaty to a refund, reduction of rate, or theelimination of, applicable withholding tax, it may deliver to AZ or theappropriate Governmental Authority with the assistance of AZ, to the extentthat this is reasonably required, the prescribed forms necessary to obtain suchrefund or to reduce the applicable rate of withholding or to relieve AZ of itsobligation to withhold tax, and AZ shall apply the reduced rate of withholding,or dispense with withholding, as the case may be provided that AZ has receivedevidence, in a form reasonably satisfactory to AZ, of Rigel’s delivery of allapplicable forms (and, if necessary, its receipt of appropriate governmentalauthorization) at least [ * ] ([ * ]) days prior to the time that the Paymentsare due. The Parties shall cooperate in accordance with Applicable Laws tominimize withholding taxes.  If, inaccordance with the foregoing, AZ withholds any amount, it shall pay to Rigelthe balance when due, make timely payment to the proper taxing authority of thewithheld amount on Rigel’s behalf, and send to Rigel proof of such paymentwithin [ * ] ([ * ]) days following that payment.

 

**(b)          **Subject to Section 8.7(c), if AZ (or AZ’sAffiliates or successors) is required to make a payment to Rigel subject to adeduction or withholding of tax, then if such deduction or withholding of taxobligation arises or is increased solely as a result of the [ * ], as a resultof which the Payments arise in a territory other than [ * ], or there is achange in [ * ], or the payments arise or are deemed to arise [ * ] (an “**AZ Withholding Tax Action**”),****then notwithstanding Section 8.7(a),the payment by AZ (in respect of which such deduction and withholding of tax isrequired to be made) shall be increased by the amount necessary (the “**Additional Amount**”) to ensure that Rigel receives an amountequal to the same amount that it would have received had no AZ Withholding TaxAction occurred.

 

**(c)          **Section 8.7(b) shall only apply if each ofthe following applies: (i) Rigel has not [ * ] or [ * ]; and (ii) Rigelis the [ * ];  (iii) Rigel is notable to obtain a credit for, refund of or relief from any taxation liability byreason of the deduction or withholding of tax; and (iv) at the time thePayment is due, Rigel has not [ * ] intellectual property [ * ] that [ *].  **  **Furthermore, (x) if anyAdditional Amount is paid pursuant to Section 8.7(b) and Rigelsubsequently obtains a credit for, or refund of any tax that gave rise to thepayment of the Additional Amount, or Rigel subsequently obtains relief from anytaxation liability by reason of such tax, Rigel shall pay to AZ (or AZ’sAffiliates or successors, as the case may be) the full amount of such taxcredit, refund or relief; and (y) Rigel shall take all reasonable stepsand make all available claims and elections to maximize its entitlement toreceive such credit, refund or relief at the earliest opportunity. For eachCalendar Year during such Additional Amount has been paid, within [ * ] ([ * ])days after filing its U.S. federal income return for such Calendar Year, Rigelshall provide AZ with a schedule that sets forth (i) the year in whicheach Additional Amount was paid, (ii) the amount of such AdditionalAmount, (iii) the year in which Rigel realized a credit, refund or othercorresponding relief for the Additional Amount, and (iv) the amount sorealized.

 

**(d)          **All Payments are exclusive of Indirect Taxes. If anyIndirect Taxes are chargeable in respect of any Payments, the remitting Partyshall pay such Indirect Taxes at the applicable rate in respect of any suchPayments following the receipt, where applicable, of an invoice in theappropriate form issued by the receiving Party in respect of those Payments,such

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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Indirect Taxes to bepayable on the due date of the Payment to which such Indirect Taxes relate. TheParties shall issue invoices for all goods and services supplied under thisAgreement consistent with Indirect Tax requirements and irrespective of whetherthe sums may be netted for settlement purposes. The Parties shall cooperate inaccordance with Applicable laws to minimize Indirect Taxes.

 

**(e)          **For the avoidance of doubt, the Parties acknowledgeand agree that none of the amounts payable under Article 8 of thisAgreement are related to the license (or right) to import or any import ofExisting Inventory.  AZ shall be responsible for any import clearance,including payment of any import duties and similar charges, in connection withany Existing Inventory transferred to AZ under this Agreement.  TheParties shall co-operate to ensure that the Party responsible for shippingvalues the clinical product in accordance with Applicable Laws and minimizeswhere permissible any such duties and any related import taxes that are notreclaimable from the relevant authorities.

 

**8.8          Payment.** AZ shall make payment under this Article 8 in Dollars by wiretransfer of immediately available funds to the bank account as may bedesignated by Rigel in writing to AZ from time to time.

 

**8.9          Foreign Exchange****.** For the purpose of computing the Net Sales of Products sold in a currencyother than Dollars, such currency shall be converted from local currency toDollars by AZ in accordance with the rates of exchange for the relevant monthfor converting such other currency into Dollars used by AZ’s internalaccounting systems, which are independently audited on an annual basis.

 

**8.10        Late Payments****.** If Rigel does not receive payment of any sum due to it on or before thedue date, simple interest shall thereafter accrue on the sum due to Rigel fromthe due date until the date of payment at a rate of [ * ] percentage point ([ *]%) over the then-current 30-day LIBOR rate, or the maximum rate allowable byapplicable law, whichever is less.

 

**8.11       ****Financial Records; Audits.** AZshall maintain complete and accurate records in sufficient detail to permitRigel to confirm the accuracy of the royalty payments and commercial milestonecalculations under this Agreement.  Uponreasonable prior written notice, such records shall be open during regularbusiness hours for a period of [ * ] ([ * ]) years from the creation ofindividual records for examination at Rigel’s expense, and not more often than[ * ] each Calendar Year, by an independent certified public accountantselected by Rigel and reasonably acceptable to AZ for the sole purpose of verifyingfor Rigel the accuracy of the financial reports or commercialization milestonenotices furnished by AZ pursuant to this Agreement.  Any amounts shown to be owed but unpaid shallbe paid within [ * ] ([ * ]) days after the accountant’s report, plus interest(as set forth in Section 8.10) from the original due date.  Rigel shall bear the full cost of such auditunless such audit discloses an underpayment of [ * ] percent ([ * ]%) or morefor AZ’s payment obligation for a particular payment (in the case of commercialmilestone payments) or a particular Calendar Quarter (in the case of royaltypayments), in which case AZ shall bear the full cost of such audit.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**ARTICLE 9**

** **

**INTELLECTUAL PROPERTY**

 

**9.1          Ownership of Inventions****.** Each Party shall own all inventions and Information made solely by itand its Affiliates and their respective employees agents and independentcontractors in the course of conducting such Party’s activities under thisAgreement (collectively, **“Sole Inventions”**).  All inventions and Information that are madejointly by employees, Affiliates, agents, or independent contractors of eachParty in the course of performing activities under this Agreement(collectively, **“Joint Inventions”**)shall be owned jointly by the Parties in accordance with joint ownershipinterests of co-inventors under US patent laws. Inventorship shall be determined in accordance with US patent laws.

 

**9.2         ****Disclosure of Inventions. **Each Party shall promptly disclose to the other allSole Inventions and Joint Inventions, including all invention disclosures orother similar documents submitted to such Party by its, or its Affiliates’,employees, agents or independent contractors describing such Sole Inventions orJoint Inventions.  Such Party shall alsorespond promptly to reasonable requests from the other Party for moreInformation relating to such inventions.

 

**9.3          Prosecutionof Patents**.

 

**(a)           Rigel Patents Other Than JointPatents. **Except as otherwise provided in this Section 9.3(a),as between the Parties, Rigel shall have the sole right and authority toprepare, file, prosecute (including any interferences, reissue proceedings,reexaminations and other administrational proceedings) and maintain the RigelPatents other than Joint Patents in any jurisdiction in the Territory, at [ * ]costs and expense other than as set forth below.  Rigel shall provide AZ reasonable opportunityto review and comment on such prosecution efforts regarding such Rigel Patentsin the Territory and, [ * ], AZ shall have final say over all decisionsrelating to such prosecution efforts with respect to Rigel Patents thatspecifically claim the [ * ] of, or the [ * ] of, any Compound or Productprovided that such decisions made by AZ do not result in any reduction of AZ’spayment obligation to Rigel (including royalty payments and/or the RoyaltyTerm).  Rigel shall provide AZ with acopy of material communications from any patent authority in the Territoryregarding such Rigel Patents, and shall provide drafts of any material filingsor responses to be made to such patent authorities a reasonable amount of timein advance of submitting such filings or responses.  If Rigel determines in its sole discretion toabandon, not file or not maintain a Rigel Patent anywhere in the Territory,then Rigel shall provide AZ written notice of such determination at least [ * ]([ * ]) days before any deadline for taking action to avoid abandonment of suchRigel Patent.  AZ shall have the right,but not the obligation, to prepare, file, prosecute and maintain such RigelPatent in the Territory on behalf of Rigel at AZ’s expense.  If AZ desires Rigel to file, in a particularjurisdiction in the Territory, a Rigel Patent that claims priority to anotherRigel Patent, AZ shall provide written notice to Rigel requesting that Rigelfile such patent application in such jurisdiction, and Rigel shall file andprosecute such patent application and maintain any patent issuing thereon insuch jurisdiction at AZ’s expense.  AZ’srights under this Section 9.3 with respect to any Rigel Patent licensed toRigel by a Third

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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Party shall be subject tothe rights of such Third Party to file, prosecute, and/or maintain such RigelPatent.

 

**(b)           AZ Patents Other Than Joint Patents.** Except as otherwise provided in this Section 9.3(b), AZ shall havethe sole right and authority to prepare, file, prosecute (including anyinterferences, reissue proceedings, reexaminations and other administrationalproceedings) and maintain the AZ Patents other than Joint Patents in anyjurisdiction in the Territory, at AZ’s costs and expense and discretion.

 

**(c)           Joint Patents. **With respect to any potentially patentable JointInvention, the Parties shall confer and agree upon which Party, if any, shallprepare, file, prosecute (including any interferences, reissue proceedings,reexaminations and other administrational proceedings) and maintain patentapplications covering such Joint Invention (any such patent application and anypatents issuing therefrom a **“Joint Patent”**)in any jurisdictions throughout the Territory, at [ * ] expense.  It is the intention of the Parties that,unless otherwise agreed in writing, [ * ] would prepare, file, prosecute andmaintain any Joint Patents in the Territory.****TheParty that prosecutes a patent application in the Joint Patents (the “**Prosecuting Party**”) shall provide the otherParty reasonable opportunity to review and comment on such prosecution effortsregarding the applicable Joint Patents in the particular jurisdictions, andsuch other Party shall provide the Prosecuting Party reasonable assistance insuch efforts.  The Prosecuting Partyshall provide the other Party with a copy of all material communications fromany patent authority in the applicable jurisdictions regarding the Joint Patentbeing prosecuted by such Party, and shall provide drafts of any materialfilings or responses to be made to such patent authorities a reasonable amountof time in advance of submitting such filings or responses.  In particular, each Party agrees to providethe other Party with all information necessary to enable the other Party tocomply with the duty of candor/duty of disclosure requirements of any patentauthority.  Should [ * ] determine thatit will no longer support the continued prosecution or maintenance of aparticular Joint Patent in a country or jurisdiction, [ * ] shall provide [ * ]with written notice of such determination at least [ * ] ([ * ]) days beforeany deadline for taking action to avoid abandonment of such Joint Patent.  [ * ] shall have the right, but notobligation, to file, prosecute and maintain such Joint Patent in the applicablejurisdiction.  If [ * ] decides toexercise such right, then:  (i) [ *] shall, if requested in writing by [ * ], assign its ownership interest insuch Joint Patent in such country or jurisdiction to [ * ] for no additionalconsideration, and (ii) if such assignment is effected, any such JointPatent would thereafter be deemed a [ * ] Patent in the case of assignment to [* ] and Section 9.3[ * ] would apply to the preparation, filing,prosecution and maintenance thereof.

 

**(d)          ****Cooperation in Prosecution and OrangeBook Listing.**  Each Party shall provide the other Party allreasonable assistance and cooperation in the patent prosecution effortsprovided above in this Section 9.3, including providing any necessarypowers of attorney and executing any other required documents or instrumentsfor such prosecution and including reasonable assistance and cooperation indetermining a complete and correct list of Rigel Patents and Joint Patents forOrange Book Listing.  Such assistanceshall include the provision by Rigel to AZ of all Information, including acomplete list of Rigel Patents covering the Products, as reasonably necessaryto enable AZ to make filings with Regulatory Authorities with respect to

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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the Rigel Patents,including as required in connection with (i) any Orange Book Listing; and (ii) outsidethe U.S. under the national implementations of Article 10.1(a)(iii) ofDirective 2001/EC/83 or other international equivalents.

 

**9.4          Infringement of Patents and Know-How**.

 

**(a)           Notification**.** **If a Party becomes aware of anyinfringement, threatened infringement, or alleged infringement of the RigelPatents or any Joint Patent or Rigel Know-How on account of a Third Party’smanufacture, use or sale of a Product in the Field including any “patentcertification” filed in the US under 21 U.S.C. §355(b)(2) or 21 U.S.C.§355(j)(2) or similar provisions in other jurisdictions in connection withthe sale or proposed sale of a Product (in each case, a **“ProductInfringement”**), then such Party shall promptly notify the otherParty and within [ * ] ([ * ]) Business Days in writing of any such ProductInfringement and shall provide evidence in such Party’s possessiondemonstrating such Product Infringement.

 

**(b)          ****Enforcement Rights. **AZ shall have the first right, but not the obligation,to bring an appropriate claim, suit or other action against any person orentity engaged in Product Infringement of a Rigel Patent or Joint Patent orRigel Know-How in the Territory.  AZshall have a period of [ * ] ([ * ]) days after its receipt or delivery of suchnotice and evidence (as applicable) to elect to enforce such Rigel Patent orJoint Patent or Rigel Know-How against such Third Party.  In the event AZ does not so elect, it shallnotify Rigel in writing within such [ * ] days, and Rigel shall have the rightto commence a suit or take action to enforce the applicable Rigel Patent orJoint Patent or Rigel Know-How with respect to such Product Infringement.  The other Party shall provide to the Partyenforcing any such rights under this Section 9.4(b) reasonableassistance in such enforcement, at the enforcing Party’s request and expense,including joining such claim, suit or action as a party plaintiff, if requiredby applicable law, to pursue such claim, suit or action.  The enforcing Party shall keep the otherParty regularly informed of the status and progress of such enforcementefforts, and shall reasonably consider the other Party’s comments on any suchefforts.

 

**(c)           Third Party Litigation**. Except as otherwise set forth in Article 11, in the event of anyactual or threatened suit against Rigel, AZ or its Affiliates that (i) theExploitation of Rigel Compounds or associated Products in the Field in theTerritory or (ii) the practice of a Rigel Patent, Joint Patent or theRigel Know-How or any part thereof in connection with the activities set forthin subsection (i) above, in each case by or on behalf of AZ under thisAgreement infringes the patent or intellectual property rights of any ThirdParty (an “**Infringement Suit**”), the Party first becoming aware ofsuch Infringement Suit shall promptly give written notice to the otherParty.  AZ shall have the first right,but not the obligation, through counsel of its choosing, to assume directionand control of the defense of claims arising therefrom (including the right tosettle such claims in its sole discretion) on behalf of both Parties; *provided, however*, that AZ shall obtain the written consentof Rigel prior to ceasing to defend, settling or otherwise compromising suchclaims.  If AZ notifies Rigel in writingthat it does not wish to assume such direction and control, Rigel shall havethe right, but not the obligation to, at its sole cost and expense, defendagainst such claims on behalf of both Parties; *provided,however*, that Rigel shall obtain the written consent of AZ prior toceasing to defend, 

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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settling or otherwisecompromising such claims. The other Party shall provide to the Partycontrolling any such defense under this Section 9.4(c) reasonableassistance in such enforcement, at the defending Party’s request andexpense.  The defending Party shall keepthe other Party regularly informed of the status and progress of such defenseefforts, and shall reasonably consider the other Party’s comments on any suchefforts. ** **Ifeither Party elects to defend both itself and the other Party from a claimpursuant to this Section 9.4(c), the defending Party shall indemnify theother Party, and its officers, directors, employees and agents, and hold themharmless from and against any and all damages or other amounts payable to suchThird Party claimant arising from such claims, as well as any reasonableattorneys’ fees and costs of litigation incurred by such other Party.  If neither Party elects to defend such claimson behalf of both Parties, each Party shall have the right to defend itselffrom such claims on its own behalf, at its sole cost and expense.  This Section 9.4(c) shall not beconstrued to modify either Party’s rights or obligations under Article 11.

 

**(d)           Settlement. **Except as expressly provided under Section 9.4(c) above,****prior written consent of the other Party is required foreither Party to settle any claim, suit or action that it brought under this Section 9.4involving a Rigel Patent or Joint Patent or Rigel Know-How in any manner thatwould negatively impact such intellectual property or that would limit orrestrict AZ’s ability to sell the Product anywhere in the Territory.

 

**(e)           Expenses and Recoveries. **If monetary damages are recovered from a Third Partyin a claim, suit or action under Section 9.4(b) against any person orentity engaged in Product Infringement of the Rigel Patents or Joint Patents inthe Territory, such recovery shall be allocated first to the reimbursement ofany expenses incurred by the Parties in such litigation, and any remainingamount shall be distributed as follows:  (i) ifAZ is the Party enforcing such Rigel Patent or Joint Patent, then any remainingamount shall be retained by AZ and treated as Net Sales subject to Section 8.5;and (ii) if Rigel is the Party enforcing such Rigel Patent or JointPatent, then any remaining amount shall be retained by Rigel.

 

**9.5          Confirmatory Patent Licenses**. Rigel shall, if requested to do so by AZ and at AZ’s expense, promptlyenter into confirmatory license agreements in a customary form reasonablyrequested by AZ for the purposes of recording the licenses granted under thisAgreement with such patent offices in the Territory as AZ considersappropriate.

 

**9.6          Patent Marking.** AZ shall, at its option, require its Affiliates and Sublicensees to,mark the Product sold by it hereunder with appropriate patent numbers orindicia to the extent permitted by Applicable Law.

 

**9.7         ****Employee Obligations.** Prior to beginning work under this Agreement,AZ and Rigel shall each use Diligent Efforts to ensure that their respectiveemployees, agents or independent contractors, and those of their respectiveAffiliates engaged in activities under this Agreement are bound by writtenobligations of non-disclosure and invention assignment, including: (a) promptlyreporting to the applicable Party any invention, discovery, process or otherintellectual property right arising in the course of this Agreement; (b) assigningto the applicable Party all of his or her right, title and interest in and toany invention, discovery,

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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process or otherintellectual property right arising in the course of this Agreement; (c) cooperatingin the preparation, filing, prosecution, maintenance and enforcement of anypatent and patent application covering the inventions described in subsection (b) above;(d) performing all acts and signing, executing, acknowledging anddelivering any and all documents required for effecting the obligations andpurposes of this Section 9.7; and (e) abiding by the obligations ofconfidentiality and non-use set forth in Article 12.  It is understood and agreed that suchnon-disclosure and invention assignment agreement need not reference or bespecific to this Agreement.

 

**9.8         ****Patent Term Extensions**.

 

**(a)          **The Parties shall cooperate in obtaining patent termextensions (under but not limited to Drug Price Competition and Patent TermRestoration Act), supplemental protection certificates, or their equivalents,with respect to the Rigel Patents and/or Joint Patents covering Products in anycountry and/or region where applicable.

 

**(b)          **[ * ] shall determine which Rigel Patent it will applyto extend, after consulting with [ * ] and reasonably considering any opinionprovided, and shall file for such adjustment and extension at [ * ] cost andexpense.

 

**9.9          Trademarks. **AZ shall be responsible at its sole cost anddiscretion for the selection, registration, maintenance and defense of alltrademarks for use in connection with the sale or marketing of the Product inthe Field in the Territory (the **“Marks”**). AZshall own all rights, title and interest in such Marks.

 

**ARTICLE 10**

 

**REPRESENTATIONS AND WARRANTIES**

 

**10.1        Mutual Representations and Warranties.** Each Party hereby represents, warrants, and covenants (as applicable) tothe other Party as of the Effective Date as follows:

 

**(a)           Corporate Existence and Power.** Itis a company or corporation duly organized, validly existing, and in goodstanding under the laws of the jurisdiction in which it is incorporated, andhas full corporate power and authority and the legal right to own and operateits property and assets and to carry on its business as it is now beingconducted and as contemplated in this Agreement, including the right to grantthe licenses granted by it hereunder.

 

**(b)           Authority and Binding Agreement.** Asof the Execution Date, (i) it has the corporate power and authority andthe legal right to enter into this Agreement and perform its obligationshereunder; (ii) it has taken all necessary corporate action on its partrequired to authorize the execution and delivery of this Agreement and theperformance of its obligations hereunder; and (iii) this Agreement hasbeen duly executed and delivered on behalf of such Party, and constitutes alegal, valid, and binding obligation of such Party that is enforceable againstit in accordance with its terms.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**(c)           No Conflict.** It is not a party to and will not enter into any agreement that wouldmaterially prevent it from granting the rights granted to the other Party underthis Agreement or performing its obligations under this Agreement.

 

**(d)           No Debarment.** Inthe course of the development of the Product, such Party has not used prior tothe Execution Date and shall not use, during the Term, any employee, agent orindependent contractor who has been debarred by any Regulatory Authority, or,to the best of such Party’s knowledge, is the subject of debarment proceedingsby a Regulatory Authority.

 

**(e)           Notice of Infringement or Misappropriation.** As of the Execution Date, except as already disclosed, such Party hasnot received any written notice from any Third Party asserting or alleging thatany research or development of any Compound or Product by such Party prior tothe Execution Date infringed or misappropriated the intellectual propertyrights of such Third Party.

 

**(f)            Tax Resident.** It is a resident of the jurisdiction in which it is incorporated as suchterm is defined pursuant to Applicable Laws.

 

**10.2       ****Representations and Warranties byRigel.**  Rigel hereby represents and warrants to AZ as of theEffective Date as follows:

 

**(a)           Title; Encumbrances.** Except in relation to the rights granted under the Pfizer Agreement, itis the sole and exclusive owner of the Rigel Patents and it has the right togrant to AZ the license under the Rigel Technology that Rigel purports to granthereunder.

 

**(b)           No Material Impact.** The provisions of the ResearchAgreements and the rights granted by Rigel to any Third Party thereunder do notmaterially adversely affect AZ’s right to develop and/or commercialize theProducts hereunder.

 

**(c)           Full Disclosure.** Complete and correct copies of allmaterial transfer agreements, research agreements, cooperative research anddevelopment agreements and any other agreements or contracts entered into by oron behalf of Rigel and its Affiliates with any Third Parties relating to theCompound that have a material impact on AZ’s right to develop and/orcommercialize the Products hereunder have been disclosed to AZ.

 

**(d)           Serious Adverse Events.** To the best of Rigel’s knowledge, therehave been no Serious Adverse Events relating to the Compounds, except for thosedisclosed to AZ as part of the formal due diligence process between Rigel andAZ prior to the Execution Date.

 

**(e)           Enforceability.** To the best of Rigel’s knowledge theRigel Patents are valid and enforceable without any claims, challenges,oppositions, interference or other proceedings pending or threatened and Rigelhas filed and prosecuted patent applications within such Rigel Patents in goodfaith and complied with all duties of disclosure with respect thereto.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**(f)            Patent Fees.** All necessary and material application,registration maintenance and renewal fees in respect of the Rigel Patents inexistence as of the Effective Date have been paid.

 

**(g)           Notice of Infringement orMisappropriation.**  Neither Rigel or its Affiliates has receivedany****written notice from any Third Partyasserting or alleging that the Exploitation of the Compound prior to theEffective Date infringed or misappropriated the intellectual property rights ofsuch Third Party and to the best of Rigel’s knowledge, no such notice ispending or threatened.

 

**(h)          ****Non-infringement of Third PartyRights**.  To the best of Rigel’s knowledge, the making,using and selling of the R788 Product as it exists as of the Effective Date, inthe manner as conducted by Rigel as of the Effective Date, does not infringeany patents or published patent applications owned or controlled by a ThirdParty.

 

**(i)            Non-infringement [ * ].**To the best of Rigel’s knowledge, inengaging [ * ] of [ * ] as a consultant, there has not been any breach of the [* ], rules, statutes or regulations.

 

**(j)            Assignments.** Rigel has obtained from all individuals who participated in any respectin the invention or authorship of any Rigel Technology effective assignments ofall ownership rights of such individuals in such Rigel Technology, eitherpursuant to written agreement or by operation of law.

 

**(k)           No Proceedings.**  There are no pending, and to the best of Rigel’s knowledge nothreatened, actions, suits or proceedings against Rigel involving the RigelTechnology or the Compound.

 

**10.3       ****Representations and Warranties byRigel relating to the Pfizer Agreement.**  Rigel hereby represents and warrants to AZ as of theEffective Date as follows:

 

**(a)          **The execution of this Agreement and the grant of the licenseshereunder by Rigel to AZ does not conflict with any provision of the PfizerAgreement.

 

**(b)          **Pfizer does not have any rights to the Compounds,either in the Field or the Excluded Indications.

 

**(c)**           Sinceits execution on January 18, 2005 the Pfizer Agreement has not beenamended, restated, terminated, in whole or in part, or otherwise modified.

 

**10.4        Covenants. **Rigel covenants and agrees that:

 

**(a)          **it will not grant any interest in the Rigel Technologyin a manner that would materially adversely affect AZ’s right to develop and/orcommercialize Products hereunder;

 

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**(b)          **it will not assign its right, title or interest in orto any Rigel Patent to any Third Party in a manner that would materiallyadversely affect AZ’s right to develop and/or Commercialize Products hereunder,other than in connection with an assignment of this Agreement pursuant to Section 15.5.

 

**(c)          **it will not amend, restate, terminate, in whole or inpart, or otherwise modify the Pfizer Agreement in each case in any manner thatwould adversely affect any rights that have been licensed by Rigel to AZ underthis Agreement.

 

**(d)          **it will promptly notify AZ of any Serious AdverseEvents which it becomes aware of relating to the Compounds after the ExecutionDate.

 

**10.5        Disclaimer. **Each Party understands that the Compound(s) andProduct(s) are the subject of ongoing clinical research and developmentand that the other Party cannot assure the safety or usefulness of the Compound(s) orProduct(s).  In addition, Rigel makes nowarranties except as set forth in this Article 10 concerning the RigelTechnology and AZ makes no warranties except as set forth in this Article 10concerning the AZ Technology.

 

**10.6        No Other Representations or Warranties.**  EXCEPTAS EXPRESSLY STATED IN SECTION 7.6(a) AND THIS ARTICLE 10, NOREPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDINGWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTYRIGHTS, IS MADE OR GIVEN BY OR ON BEHALF OF A PARTY.  EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE,ARE HEREBY EXPRESSLY EXCLUDED.

 

**ARTICLE 11**

 

**INDEMNIFICATION**

 

**11.1       ****Indemnification by Rigel. **Rigel shall defend, indemnify, and hold AZ, itsAffiliates, and their respective officers, directors, employees, and agents(the **“AZ Indemnitees”**) harmlessfrom and against any and all damages or other amounts payable to a Third Partyclaimant, as well as any reasonable attorneys’ fees and costs of litigationincurred by such AZ Indemnitees (collectively, “**AZ****Damages**”),all to the extent resulting from claims, suits, proceedings or causes of actionbrought by such Third Party (“**AZ****Claims**”)against such AZ Indemnitee based on or alleging: (a) a breach of any ofRigel’s representations, warranties, and obligations under the Agreement; or (b) thewillful misconduct or negligent acts of Rigel, its Affiliates, or the officers,directors, employees, or agents of Rigel or its Affiliates.  The foregoing indemnity obligation shall notapply to the extent that such AZ Claim is based on or alleges:  (i) a breach of any of AZ’srepresentations, warranties, and obligations under the Agreement; or (ii) thewillful misconduct or negligent acts of AZ or its Affiliates, or the officers,directors, employees, or agents of AZ or its Affiliates.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**11.2       ****Indemnification by AZ. **AZ shall defend, indemnify, and hold Rigel, itsAffiliates, and their respective officers, directors, employees, and agents(the **“Rigel Indemnitees”**) harmlessfrom and against any and all damages or other amounts payable to a Third Partyclaimant, as well as any reasonable attorneys’ fees and costs of litigationincurred by such Rigel Indemnitees (collectively, “**Rigel****Damages**”),all to the extent resulting from claims, suits, proceedings or causes of actionbrought by such Third Party (“**Rigel****Claims**”)against such Rigel Indemnitee based on or alleging:  (a) the development, manufacture,storage, handling, use, promotion, sale, offer for sale, and importation of theProduct by AZ or its Affiliates, Sublicensees, or Distributors in theTerritory; (b) a breach of any of AZ’s representations, warranties, andobligations under the Agreement; or (c) the willful misconduct ornegligent acts of AZ or its Affiliates, or the officers, directors, employees,or agents of AZ or its Affiliates.  Theforegoing indemnity obligation shall not apply to the extent that any RigelClaim is based on or alleges:  (i) abreach of any of Rigel’s representations, warranties, and obligations under theAgreement; or (ii) the willful misconduct or negligent acts of Rigel, itsAffiliates, or the officers, directors, employees, or agents of Rigel or itsAffiliates.

 

**11.3       ****Indemnification Procedures. **The Party claiming indemnity under this Article 11(the **“Indemnified Party”**) shallgive written notice to the Party from whom indemnity is being sought (the **“Indemnifying Party”**) promptly afterlearning of the claim, suit, proceeding or cause of action for which indemnityis being sought (“**Claim**”).  The Indemnified Party shall provide theIndemnifying Party with reasonable assistance, at the Indemnifying Party’sexpense, in connection with the defense of the Claim for which indemnity isbeing sought.  The Indemnified Party mayparticipate in and monitor such defense with counsel of its own choosing at itssole expense; provided, however, the Indemnifying Party shall have the right toassume and conduct the defense of the Claim with counsel of its choice.  The Indemnifying Party shall not settle anyClaim without the prior written consent of the Indemnified Party, not to beunreasonably withheld, unless the settlement involves only the payment ofmoney.  So long as the Indemnifying Partyis actively defending the Claim in good faith, the Indemnified Party shall notsettle any such Claim without the prior written consent of the IndemnifyingParty.  If the Indemnifying Party doesnot assume and conduct the defense of the Claim as provided above, (a) theIndemnified Party may defend against, and consent to the entry of any judgmentor enter into any settlement with respect to the Claim in any manner the IndemnifiedParty may deem reasonably appropriate (and the Indemnified Party need notconsult with, or obtain any consent from, the Indemnifying Party in connectiontherewith), and (b) the Indemnifying Party will remain responsible toindemnify the Indemnified Party as provided in this Article 11.

 

**11.4       ****Limitation of Liability. **NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BELIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FORANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS SUFFEREDBY THE OTHER PARTY, EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BEPAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDESINDEMNIFICATION UNDER THIS ARTICLE 11, *PROVIDED, HOWEVER*,THAT EACH PARTY SHALL HAVE THE RIGHT TO SEEK CONSEQUENTIAL DAMAGES FROM THEOTHER PARTY FOR

 

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SUCH OTHER PARTY’S BREACHOF ITS OBLIGATIONS UNDER SECTION 7.6 OR ARTICLE 12.

 

**11.5        Insurance.** Each Party shall procure and maintain insurance, including productliability insurance, adequate to cover its obligations hereunder and which areconsistent with normal business practices of prudent companies similarlysituated at all times during which any Product is being clinically tested inhuman subjects or commercially distributed or sold.  It is understood that such insurance shallnot be construed to create a limit of either Party’s liability with respect toits indemnification obligations under this Article 11.  Each Party shall provide the other withwritten evidence of such insurance upon request.  Each Party shall provide the other withwritten notice at least [ * ] ([ * ]) days prior to the cancellation,non-renewal or material change in such insurance or self-insurance whichmaterially adversely affects the rights of the other Party hereunder.

 

**ARTICLE 12**

 

**CONFIDENTIALITY**

 

**12.1       ****Confidentiality. **Except to the extent expressly authorized by thisAgreement or otherwise agreed in writing by the Parties, each Party agreesthat, for the Term and for [ * ] ([ * ]) years thereafter, it shall keepconfidential and shall not publish or otherwise disclose and shall not use forany purpose other than as provided for in this Agreement any ConfidentialInformation furnished to it by the other Party pursuant to this Agreementexcept for that portion of such information or materials that the receivingParty can demonstrate by competent written proof:

 

**(a)          **was already known to the receiving Party or itsAffiliate, other than under an obligation of confidentiality, at the time ofdisclosure by the other Party;

 

**(b)          **was generally available to the public or otherwisepart of the public domain at the time of its disclosure to the receiving Party;

 

**(c)          **became generally available to the public or otherwisepart of the public domain after its disclosure and other than through any actor omission of the receiving Party in breach of this Agreement;

 

**(d)          **is subsequently disclosed to the receiving Party orits Affiliate by a Third Party without obligations of confidentiality withrespect thereto; or

 

**(e)          **is subsequently independently discovered or developedby the receiving Party or its Affiliate without the aid, application, or use ofConfidential Information.

 

**12.2       ****Authorized Disclosure. **Each Party may disclose Confidential Informationbelonging to the other Party to the extent such disclosure is reasonablynecessary in the following situations:

 

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**(a)          **filing or prosecuting Rigel Patents, Joint Patents orAZ Patents;

 

**(b)          **submitting regulatory filings and other filings withGovernmental Authorities (including Regulatory Authorities), including filingswith the SEC or the FDA, with respect to a Product;

 

**(c)          **prosecuting or defending litigation relating to thesubject matter of this Agreement;

 

**(d)          **complying with Applicable Laws, including regulationspromulgated by securities exchanges, provided that the Party seeking to makesuch disclosure shall, to the extent practicable, give reasonable advancenotice to the other Party of such disclosure and use reasonable efforts tosecure confidential treatment of such information; and

 

**(e)          **disclosure to its Affiliates, employees, agents, andindependent contractors, and any sublicensees only on a need-to-know basis andsolely as necessary in connection with the exercise of its rights or theperformance of its obligations under this Agreement, provided that each personor entity receiving such Confidential Information must be bound by similarobligations of confidentiality and non-use at least as equivalent in scope asthose set forth in this Article 12 prior to any such disclosure, providedthat such confidentiality and non-use obligations may be subject to a shorterduration of no less than [ * ] ([ * ]) years.

 

**12.3        Publicity; Terms of Agreement**.

 

**(a)          **The Parties agree that the terms of this Agreement arethe Confidential Information of both Parties, subject to the authorizeddisclosure provisions set forth in Section 12.2 and this Section 12.3.  The Parties have agreed to make a jointpublic announcement of the execution of this Agreement substantially in theform of the press release attached as **Exhibit G**on or after the Execution Date.  Inaddition, following the initial press release announcing the execution of thisAgreement, either Party shall be free to disclose, without the other Party’sconsent, the existence of this Agreement, the identity of the other Party andthose terms of this Agreement which have already been publicly disclosed inaccordance with this Section 12.3.

 

**(b)          **Either Party may disclose the financial terms andcertain material obligations of this Agreement, provided such disclosure is inthe form attached at Exhibit J (but not provide any additional terms orfinancial information relating to this Agreement) to any bona fide potential oractual investor investment banker, acquirer, merger partner, or other potentialor actual financial partner; provided that in connection with such disclosure,each person or entity receiving such Confidential Information is at the time ofsuch disclosure bound by a confidentiality agreement at least as stringent inscope as the provisions of this Article 12.   Rigel may disclose other terms andconditions of this Agreement that are not included in Exhibit J under thisSection 12.3(b) with AZ’s prior written consent, which consent maynot be unreasonably withheld or delayed.

 

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**(c)          **After release of such press release, if either Partydesires to make a public announcement concerning the material terms of, ormaterial events occurring under, this Agreement, such Party shall givereasonable prior advance notice of the proposed text of such announcement tothe other Party for its prior review and approval (except as otherwise providedherein), such approval not to be unreasonably withheld.  A Party commenting on such a proposed pressrelease shall provide its comments, if any, within [ * ] ([ * ]) Business Daysafter receiving the press release for review (or, if any Applicable Law requestan earlier release of such press release, a shorter period to allow the Partyseeking to issue such press release to comply with such Applicable Law).  Where required by Applicable Laws or by the rules orregulations of the applicable securities exchange upon which Rigel may belisted, Rigel shall have the right to make a press release announcing theachievement of each milestone under this Agreement as it is achieved, and theachievements of Marketing Approvals as they occur, subject to, in addition tothe review procedure set forth in the preceding sentence, approval from AZ onthe language of such press release, such approval not to be unreasonablywithheld or delayed.  In relation to AZ’sreview of such an announcement, AZ may make specific, reasonable comments onsuch proposed press release within the prescribed time for commentary, butshall not withhold its consent to disclosure of the information that therelevant milestone has been achieved and triggered a payment hereunder. For theavoidance of doubt, except as expressly provided in this Agreement, includingunder Exhibit J, Rigel acknowledges and agrees that AZ may withhold itsconsent with respect to disclosure of specific [ * ], [ * ] or other [ * ]under this Agreement. Subject to the foregoing and sub-section (d) below,Rigel may not disclose any specific [ * ], [ * ] or other [ * ] under thisAgreement without AZ’s prior written consent. The Parties also recognize thatRigel has an interest in keeping the financial markets informed of the progressof its various partnered drug development programs, and agree that Rigel maydisclose the events identified on **Exhibit H**to this Agreement as they occur, regardless of whether such events aretechnically material events, but only pursuant to the press releases developedand approved in accordance with this Section 12.3 and subject further toprior approval from AZ on the language of such press release, such approval notto be unreasonably withheld or delayed.

 

**(d)          **The Parties acknowledge that Rigel may be obligated tofile a copy of this Agreement with the SEC. Rigel shall be entitled to make such a required filing, provided that itrequests confidential treatment of at least the commercial terms and sensitivetechnical terms hereof to the extent such confidential treatment is reasonablyavailable to Rigel.  In the event of anysuch filing, Rigel will provide AZ with a copy of the Agreement marked to showprovisions for which Rigel intends to seek confidential treatment and shallreasonably consider and incorporate AZ’s comments thereon to the extentconsistent with the legal requirements governing redaction of information frommaterial agreements that must be publicly filed.  Rigel shall also be entitled to make publicdisclosures of the terms of this Agreement and developments related to thisAgreement as required by Applicable Laws or as instructed by the SEC or othergovernment agencies.  Rigel shall give AZprior written notice, to the extent practicable, of any such public disclosurethat contains information not previously released and shall discuss with AZ thereason for such disclosure and shall in good faith take into account any AZcomments in relation to such disclosure.

 

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**12.4        Publications.** Rigel shall not publicly present or publish results of studies carriedout under this Agreement (each such presentation or publication a “**Publication**”) without the prior written consent of AZ. AZmay freely present or publish the result of studies carried out under thisAgreement provided that AZ shall not have the right to publish or present Rigel’sConfidential Information without Rigel’s prior written consent, and Rigel shallnot have the right to publish or present AZ’s Confidential Information withoutAZ’s prior written consent.  The Partiesfurther acknowledge that Rigel has made significant contributions to thediscovery of Compound as of the Execution Date and the Parties agree that anypublic disclosure made after the Execution Date regarding the Compound and/orProduct(s) shall give appropriate recognition to the Rigel scientists whoare responsible for the discovery of such Compound and/or Product(s).  Notwithstanding the foregoing, AZacknowledges that Rigel may have contractual obligations existing as of theExecution Date to allow for the presentation or publication of the results ofclinical trials of the Products completed prior to the Execution Date, and AZagrees that Rigel shall not be prohibited to fulfill such contractualobligations by reason of this Section 12.4, provided that, for any suchpresentation or publication that is to be submitted after the Effective Date,Rigel shall provide such presentations and publications to AZ at least [ * ] ([* ]) days prior to the intended disclosure date for AZ’s comments and reviewand shall in good faith communicate such comments from AZ to the Person(s) seekingsuch presentations and/or publications and request that such Person(s) reasonablyconsider in good faith all such comments from AZ and further use DiligentEfforts to incorporate such AZ comments.

 

**ARTICLE 13**

 

**TERM AND TERMINATION**

 

**13.1       ****Term.**  This Agreementshall become effective on the Effective Date and, unless earlier terminatedpursuant to this Article 13, shall remain in effect until the cessation ofall commercial sales of the Products in the Territory (the **“Term”**).

 

**13.2       ****Termination by Either Party for Breach.**** **Rigel shall have the right to terminate thisAgreement upon written notice to AZ if AZ, after receiving written notice fromRigel identifying a material breach by AZ of its obligations under thisAgreement, fails to cure such material breach within sixty (60) days from thedate of such notice AZ shall have the right to terminate this Agreement uponwritten notice to Rigel if Rigel, after receiving written notice from AZidentifying a material breach by Rigel of its obligations under this Agreement,fails to cure such material breach within sixty (60) days from the date of suchnotice.

 

**13.3        Termination following InsolvencyEvent. **Either Party may terminate this Agreement withoutnotice if an Insolvency Event occurs in relation to the other Party.  In any event when a Party first becomes awareof the likely occurrence of any Insolvency Event in regard to that Party, it shallpromptly so notify the other Party in sufficient time to give the other Partysufficient notice to protect its interests under this Agreement.

 

**13.4        Termination for Patent Challenge. **Rigel may terminate this Agreement in its entirety ifAZ or its Affiliates or Sublicensees, directly or indirectly, individually orin association

 

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with any other person orentity, challenge the validity, enforceability or scope of any Rigel Patentanywhere in the Territory.

 

**13.5        Termination for Change of Control.** Notwithstanding AZ’s right to terminatecertain provisions of this Agreement following any Change of Control of Rigel,AZ may terminate this Agreement in its entirety upon thirty (30)-days writtennotice in the event of any Change of Control of Rigel.

 

**13.6        Termination without Cause. **AZ may terminate this Agreement without cause at anytime after the Effective Date in its entirety at any time on one hundred eighty(180) days prior written notice, provided that, in the event a human clinicaltrial is ongoing for a Product comprising a Rigel Compound hereunder at thetime AZ provides Rigel such notice of termination, then, at Rigel’s request, AZshall be required to orderly transfer the responsibility of such trial toRigel, at AZ’s expense, and AZ shall continue to bear all costs and expensesincurred by both Parties in connection with the conduct of and the transfer ofresponsibilities for such trial within such one hundred eighty (180)-dayperiod.

 

**13.7        Effect of Termination of the Agreementby AZ without Cause and by Rigel. **Upon termination of this Agreement forany reason other than by AZ under Section 13.2, the following shall apply(in addition to any other rights and obligations under Section 13.11 orotherwise under this Agreement with respect to such termination):

 

**(a)           Licenses.** The licenses granted in Article 7 shall terminate.  Notwithstanding the foregoing, AZ herebygrants to Rigel, effective only upon such termination, an exclusive, worldwide,fully-paid, perpetual, irrevocable, royalty-free license, with the right togrant multiple tiers of sublicenses, under the AZ Technology to the extent thatsuch AZ Technology covers or is incorporated into the Rigel Compound orcorresponding Products that are being Exploited in the Territory as of the effectivedate of termination, solely to Exploit such Product(s) in the Field in theTerritory. For the avoidance of doubt, [ * ].

 

**(b)           Regulatory Materials; Marks.** To the extent permitted by Applicable Laws, AZ shall transfer and assignto Rigel all Regulatory Materials and Marketing Approvals for any Product(s) comprisingthe Rigel Compound(s) in the Territory that are Controlled by AZ or itsAffiliates or Sublicensees.

 

**(c)          ****Transition Assistance****.** AZ shall, at nocost to Rigel, transfer or transition to Rigel all AZ Know-How to the extentthat such AZ Know-How covers or is incorporated into Rigel Compounds orcorresponding Products that are being Exploited in the Territory as of theeffective date of termination. In addition AZ shall use Diligent Efforts to assignto Rigel any agreements with Third Parties performing development orcommercialization related activities for AZ under this Agreement relating tothe Rigel Compound or corresponding Products. If any such contract between AZand a Third Party is not assignable to Rigel or if AZ manufactures the Productitself (and thus there is no contract to assign), then AZ shall use DiligentEfforts to reasonably cooperate with Rigel to arrange to continue to obtainsuch license and/or supply from such entity, and AZ shall supply such bulkRigel Compound or corresponding finished Product,

 

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as applicable, to Rigel,at a transfer price equal to AZ’s fully burdened cost of goods, for areasonable period not to exceed six (6) months following the effectivedate of termination.

 

**(d)          ****Remaining Inventories****.**  The Partiesshall discuss reasonably and in good faith and agree on a transfer of inventoryof Product comprising the Rigel Compound(s) from AZ at a price equal to AZ’s[ * ] for such inventory.  Rigel shallnotify AZ within [ * ] ([ * ]) days after the date of termination whether Rigelelects to exercise such right.

 

**13.8        Effect of Termination of the Agreementby AZ for Cause**.  Upon termination of this Agreement by AZunder Section 13.2, the following shall apply (in addition to any otherrights and obligations under Section 13.11 or otherwise under thisAgreement with respect to such termination):

 

**(a)          **Any licenses granted by AZ to Rigel will terminate andrevert to AZ;

 

**(b)          **The license granted by Rigel to AZ under the RigelTechnology will continue as an exclusive, transferable, perpetual andirrevocable license, in consideration of which AZ will pay Rigel all paymentsdue under Article 8 that would otherwise have been payable under the termsof this Agreement, provided that AZ’s milestone payment and royalty paymentobligations as set forth in Article 8 after termination of this Agreementshall be [ * ].

 

**(c)          **Each Party shall continue to have its rights withrespect to Rigel Patents and Joint Patents as specified in Article 9;

 

**(d)          **Except as set forth in this Section 13.8 and in Section 13.11,the rights and obligations of the Parties hereunder shall terminate as of thedate of such termination.

 

**13.9        Other Remedies.** Termination or expiration of this Agreement for any reason shall notrelease either Party from any liability or obligation that already has accruedprior to such expiration or termination, nor affect the survival of anyprovision hereof to the extent it is expressly stated to survive suchtermination.  Termination or expirationof this Agreement for any reason shall not constitute a waiver or release of,or otherwise be deemed to prejudice or adversely affect, any rights, remediesor claims, whether for damages or otherwise, that a Party may have hereunder orthat may arise out of or in connection with such termination orexpiration.  To the extent AZ assertsmoney damages arising from a breach of this Agreement by Rigel, the value [ * ]of future payments pursuant to Section 13.8(b) shall be [ * ] suchmoney damages.

 

**13.10      Rights in Bankruptcy. **All rights and licenses granted under or pursuant tothis Agreement by Rigel and AZ are, and shall otherwise be deemed to be, forpurposes of Section 365(n) of the US Bankruptcy Code, licenses ofright to “intellectual property” as defined under Section 101 of the USBankruptcy Code.  The Parties agree thatAZ, as licensee of certain rights under this Agreement, shall retain and mayfully exercise all of its rights and elections under the US BankruptcyCode.  The Parties further agree that, inthe event of the commencement of a bankruptcy proceeding by or against Rigelunder the US Bankruptcy Code, AZ shall be entitled to a complete duplicate of(or complete access to, as appropriate) any intellectual property

 

----

[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

54

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licensed to AZ and allembodiments of such intellectual property, which, if not already in AZ’spossession, shall be promptly delivered to AZ (a) upon any suchcommencement of a bankruptcy proceeding upon AZ’s written request therefor,unless Rigel elects to continue to perform all of its obligations under thisAgreement or (b) if not delivered under clause (a), following therejection of this Agreement by Rigel upon written request therefor by AZ.

 

**13.11      Survival. **Thefollowing provisions shall survive any expiration or termination of thisAgreement for the period of time specified: Sections [ * ] and [ * ] (in eachcase for the period of time [ * ] obligations under Article [ * ] survivessuch expiration or termination), [ * ] and [ * ] and Articles [ * ] and [ * ](other than Section [ * ]).

 

**ARTICLE 14**

 

**DISPUTE RESOLUTION**

 

**14.1        Disputes. **The Parties recognize that disputes as to certainmatters may from time to time arise during the Term which relate to eitherParty’s rights and/or obligations hereunder. It is the objective of the Parties to establish procedures to facilitatethe resolution of disputes arising under this Agreement in an expedient mannerby mutual cooperation and without resort to litigation.  In the event of any disputes, controversiesor differences which may arise between the Parties, out of or in relation to orin connection with this Agreement, including any alleged failure to perform, orbreach of this Agreement, or any issue relating to the interpretation orapplication of this Agreement, then upon the request of either Party, theParties agree to meet and discuss in good faith a possible resolution thereof,which good faith efforts shall include at least one in-person meeting betweensenior officers of each Party.  If thematter is not resolved within [ * ] ([ * ]) days following the request fordiscussions, either Party may then invoke the provisions of Section 14.2.For the avoidance of doubt, the Parties acknowledge and agree that certainmatters may be determined by [ * ] under Section 2.2(e) via the JSC [* ].

 

**14.2        Arbitration.** If the senior executive officers designated by the Parties are not ableto resolve such dispute referred to them under Section 14.1 within such [* ] ([ * ]) day period, such dispute shall be resolved through bindingarbitration, which arbitration may be initiated by either Party at any timeafter the conclusion of such period, on the following basis:

 

**(a)          **The place of arbitration shallbe [ * ].

 

**(b)          **The arbitrationshall be made in accordance with the current Commercial Arbitration Rules ofthe International Center for Dispute Resolution of the American ArbitrationAssociation, before a single arbitrator, who shall be neutral and independentof both Parties and each of their Affiliates.

 

**(c)          **Each Party shallhave a right to take [ * ] ([ * ]) depositions of no more than [ * ] ([ * ])hours each.  Each Party reserves theright to seek additional depositions from the arbitrator.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**(d)          **Judgment upon the awardrendered by such arbitrator shall be binding on the Parties and may be enteredby any court or forum having jurisdiction.

 

**(e)          **Either Party may apply to thearbitrators for interim injunctive relief until the arbitration award isrendered or the controversy is otherwise resolved.  Further, either Party also may, withoutwaiving any remedy under this Agreement, seek from any court havingjurisdiction any injunctive or provisional relief necessary to protect therights or property of such Party pending the arbitration award.

 

**(f)           **The arbitrators shall have noauthority to award punitive, consequential, special or any other type ofdamages not measured by a Party’s compensatory damages.

 

**(g)          **Each Party shall bear its owncosts and expenses and attorneys’ fees and an equal share of the arbitrators’and any administrative fees of arbitration.

 

**(h)          **Except to the extent necessaryto confirm an award or as may be required by law, neither Party nor anyarbitrator may disclose the existence, content, or results of an arbitrationwithout the prior written consent of both Parties.

 

**(i)           **In no event shall anarbitration be initiated after the date when commencement of a legal orequitable proceeding based on the dispute, controversy or claim would be barredby the applicable statute of limitations.

 

**14.3        InjunctiveRelief. **Nothing herein may preventeither Party from seeking a preliminary injunction or temporary restraint orderin order to prevent any irreparable harm from occurring, including preventing Confidential Information from beingdisclosed without appropriate authorization under this Agreement.

 

**14.4        Governing Law.** Resolution of all disputes arising out of or related to this Agreementor the validity, construction, interpretation, enforcement, breach,performance, application or termination of this Agreement and any remediesrelating thereto, shall be governed by and construed under the substantive lawsof the State of [ * ], excluding any conflicts or choice of law rule orprinciple that might otherwise refer construction or interpretation of thisAgreement to the substantive law of another jurisdiction.

 

**14.5        Costs.**  Each Partyshall bear its own legal fees.  Thearbitrator shall assess his or her costs, fees and expenses against the Partylosing the arbitration unless he or she believes that neither Party is theclear loser, in which case the arbitrator shall divide his or her fees, costsand expenses according to his or her sole discretion.

 

**14.6        Confidentiality.** The arbitration proceeding shall be confidential and the arbitratorshall issue appropriate protective orders to safeguard each Party’sConfidential Information.  Except asrequired by law, no Party shall make (or instruct the arbitrator to make) anypublic announcement with respect to the proceedings or decision of thearbitrator without prior written consent of the other Party.  The existence of any dispute submitted toarbitration,

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

56

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and the award, shall bekept in confidence by the Parties and the arbitrator, except as required inconnection with the enforcement of such award or as otherwise required byapplicable law.

 

**14.7        Survivability.** Any duty to arbitrate under this Agreement shall remain in effect and beenforceable after termination of this Agreement for any reason.

 

**14.8        Jurisdiction.** For the purposes of this Article 14, the Parties acknowledge theirdiversity (AZ having its principal places of business in Sweden and Rigelhaving its principal place of business in California) and agree to accept theexclusive jurisdiction of the Courts in the State of [ * ] for the purposes ofenforcing or appealing any awards entered pursuant to this Article 14 andfor enforcing the agreements reflected in this Article 14 and agree not tocommence any action, suit or proceeding related thereto except in such courts.

 

**14.9        Patent and Trademark Disputes.** Any dispute, controversy or claim relating to the scope, validity,enforceability or infringement of any Rigel Patents covering the manufacture,use, importation, offer for sale or sale of the Products shall be submitted toa court of competent jurisdiction in the country in which such patent ortrademark rights were granted or arose.

 

**ARTICLE 15**

 

**MISCELLANEOUS**

 

**15.1        Entire Agreement; Amendment.** This Agreement, including the Exhibits hereto, sets forth the complete,final and exclusive agreement and all the covenants, promises, agreements,warranties, representations, conditions and understandings between the Partieshereto with respect to the subject matter hereof and supersedes, as of theEffective Date, all prior agreements and understandings between the Partieswith respect to the subject matter hereof, including the ExistingConfidentiality Agreement, *provided, however*,that the Common Interest and Joint Purpose Agreement by and between the Partieseffective [ * ], shall remain in full force and effect.  The foregoing shall not be interpreted as awaiver of any remedies available to either Party as a result of any breach,prior to the Effective Date, by the other Party of its obligations pursuant theExisting Confidentiality Agreement. There are no covenants, promises, agreements, warranties,representations, conditions or understandings, either oral or written, betweenthe Parties other than as are set forth herein and therein.  No subsequent alteration, amendment, changeor addition to this Agreement shall be binding upon the Parties unless reducedto writing and signed by an authorized officer of each Party.

 

**15.2        Force Majeure. **Both Parties shall be excused from the performance oftheir obligations under this Agreement to the extent that such performance isprevented by force majeure and the nonperforming Party promptly provides noticeof the prevention to the other Party. Such excuse shall be continued so long as the condition constitutingforce majeure continues and the nonperforming Party takes reasonable efforts toremove the condition.  For purposes ofthis Agreement, force majeure shall mean conditions beyond the control of theParties, including an act of God, war, civil commotion, terrorist act, laborstrike or lock-out, epidemic, destruction of production facilities or materialsby fire, earthquake, storm or like

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

57

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catastrophe, Notwithstandingthe foregoing, a Party shall not be excused from making payments owed hereunderbecause of a force majeure affecting such Party.  In the event a Party is subject to an eventof *force majeure*which substantiallyinterferes with the performance of its obligations hereunder and which extendsfor a period of 180 consecutive days or more, the other Party may elect toterminate this Agreement upon notice to the Party affected by such event.  Any such termination shall be treated as atermination pursuant to Section 13.2 with respect to the consequences oftermination set forth in this Agreement. Notwithstanding the foregoing, a Party shall not be excused from makingpayments owed hereunder because of a force majeure affecting such Party.  In the event of a *forcemajeure* that prevents a Party from performing its obligations formore than thirty (30) days, the other Party shall be entitled to perform theobligations affected by such inability to perform if it is practically able todo so on a commercially reasonable basis and the costs of such performanceshall be allocated between the Parties as if such performance had beenaccomplished under the Agreement by the Party affected by the event of *force majeure* as originally contemplated.

 

**15.3        Notices. **Any noticerequired or permitted to be given under this Agreement shall be in writing,shall specifically refer to this Agreement, and shall be addressed to theappropriate Party at the address specified below or such other address as maybe specified by such Party in writing in accordance with this Section 15.3,and shall be deemed to have been given for all purposes (a) when received,if hand-delivered or sent by a reputable overnight delivery service, or (b) five(5) Business Days after mailing, if mailed by first class certified orregistered mail, postage prepaid, return receipt requested.

 
| If to Rigel:    | Rigel  Pharmaceuticals, Inc.                       |
|-----------------|---------------------------------------------------------|
|            | 1180 Veterans Boulevard                                 |
|            | South San Francisco, CA  94080                          |
|            | Attention: Chief Executive  Officer                     |
|            |                                                    |
| With a copy to: | Cooley Godward Kronish LLP                              |
|            | Five Palo Alto Square                                   |
|            | 3000 El Camino Real                                     |
|            | Palo Alto, CA 94306                                     |
|            | Attention:  Robert L. Jones, Esq.                  |
|            |                                                    |
| If to AZ:       | AstraZeneca AB                                          |
|            | S-151 85 Södertälje                           |
|            | Sweden                                                  |
|            | Attn: Anders Burén, Assistant General Counsel      |
|            |                                                    |
| With a copy to: | AstraZeneca UK Limited Alderley House                   |
|            | Alderley Park                                           |
|            | Macclesfield                                            |
|            | Cheshire SK10 4TF                                       |
|            | Attn: Liam McIlveen, Deputy General Counsel AstraZeneca |

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

58

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**15.4       ****No Strict Construction;Headings. **This Agreement has been prepared jointlyand shall not be strictly construed against either Party.  Ambiguities, if any, in this Agreement shallnot be construed against any Party, irrespective of which Party may be deemedto have authored the ambiguous provision. The headings of each Article and Section in this Agreementhave been inserted for convenience of reference only and are not intended tolimit or expand on the meaning of the language contained in the particular Article orSection.

 

**15.5        Assignment.** Except as expressly permitted under this Agreement, neither Party mayassign or transfer this Agreement or any rights or obligations hereunderwithout the prior written consent of the other, except that a Party may makesuch an assignment without the other Party’s consent to Affiliates or to asuccessor to substantially all of the business of such Party, whether in amerger, sale of stock, sale of assets or other transaction.  Any permitted successor or assignee of rightsand/or obligations hereunder shall, in a writing to the other Party, expresslyassume performance of such rights and/or obligations (and in any event, anyParty assigning this Agreement to an Affiliate shall remain bound by the termsand conditions hereof).  Any assignmentor attempted assignment by either Party in violation of the terms of this Section 15.5shall be null, void and of no legal effect.

 

**15.6        Performance by Affiliates.** Each Party may discharge any obligations and exercise any righthereunder through any of its Affiliates. Each Party shall cause its Affiliates to comply with the provisions ofthis Agreement in connection with such performance and shall remain primarilyresponsible for the performance of its Affiliates.  Any breach by a Party’s Affiliate of any ofsuch Party’s obligations under this Agreement shall be deemed a breach by suchParty, and the other Party may proceed directly against such Party without anyobligation to first proceed against such Party’s Affiliate.

 

**15.7        Further Actions.** Each Party agrees to execute, acknowledge anddeliver such further instruments, and to do all such other acts, as may benecessary or appropriate in order to carry out the purposes and intent of thisAgreement.

 

**15.8        Compliance with Applicable Law.** Each Party shall comply with all Applicable Laws in the course ofperforming its obligations or exercising its rights pursuant to this Agreement.

 

**15.9        Severability.** Ifany one or more of the provisions of this Agreement is held to be invalid orunenforceable by an arbitrator or by a court of competent jurisdiction fromwhich no appeal can be or is taken, the provision shall be considered severedfrom this Agreement and shall not serve to invalidate any remaining provisionshereof.  The Parties shall make a goodfaith effort to replace any invalid or unenforceable provision with a valid andenforceable one such that the objectives contemplated by the Parties whenentering this Agreement may be realized.

 

**15.10      No Waiver.** Any delay inenforcing a Party’s rights under this Agreement or any waiver as to aparticular default or other matter shall not constitute a waiver of such Party’srights to the future enforcement of its rights under this Agreement, exceptwith respect to an express written and signed waiver relating to a particularmatter for a particular period of time.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

59

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**15.11     ****Independent Contractors. **Each Party shall act solely as an independentcontractor, and nothing in this Agreement shall be construed to give eitherParty the power or authority to act for, bind, or commit the other Party in anyway.  Nothing herein shall be construedto create the relationship of partners, principal and agent, or joint-venturepartners between the Parties.

 

**15.12      Counterparts.** This Agreement may be executed in one (1) ormore counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

 

**15.13     ****Standstill**.

 

**(a)          **Commencingwith [ * ] (the **“[ * ] Date”**) and expiring [ * ]([ * ]) months following the [ * ] Date (such [ * ] period, the “**Standstill Period**”), neither AZ nor any of its Affiliates,without the prior consent of Rigel or except as provided for in this Agreementor in any agreement referred to herein, or in any agreement executed after thedate hereof by Rigel with AZ or any of its Affiliates, will:

 

**(i)           **make, effect, initiate, cause or participate in (i) any[ * ] of Rigel or any [ * ] other Affiliate of Rigel (each, a “**Rigel Entity**”) such that [ * ], AZ and its Affiliates then [* ] of such Rigel Entity, (ii) any [ * ] any Rigel Entity, (iii) any[ * ] a Rigel Entity, or [ * ] a Rigel Entity, or (iv) any “[ * ]” of “[ *]” (as those terms are used in the [ * ]) or consents with respect to [ * ] ofa Rigel Entity;

 

**(ii)          **[ * ] with respect to [ * ] of a Rigel Entity;

 

**(iii)        **[ * ], to seek to [ * ] of a Rigel Entity;

 

**(iv)         **take any action that might require a Rigel Entity tomake a public announcement regarding any of the types of matters set forth inclause “(i)” of this Section 15.13(a);

 

**(v)           **agree or offer to take, or encourage or propose(publicly or otherwise) the taking of, any action referred to in clause “(i)”, “(ii)”,“(iii)” or “(iv)” of this Section 15.13(a);

 

**(vi)         **assist, induce or encourage any other person or entityto take any action of the type referred to in clause “(i)”, “(ii)”, “(iii)”, “(iv)”or “(v)” of this Section 15.13(a); or

 

**(vii)        **enter into any discussions, negotiations, arrangementor agreement with any other person or entity relating to any of the foregoing.

 

AZ shall promptly inform Rigel when the [ * ] Date hasoccurred.  The expiration of theStandstill Period will not terminate or otherwise affect any of the otherprovisions of this Agreement.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

60

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**(b)          **Notwithstanding the foregoing provisions, AZ or itsAffiliates will not be subject to any of the restrictions set forth in this Section 15.13with respect to a Rigel Entity if either: (i) such Rigel Entity publiclyannounces its intention to [ * ] (as defined below); (ii) such RigelEntity shall have entered into an agreement [ * ];   (iii) the board of directors of suchRigel Entity shall have [ * ] or (iv) if a Third Party [ * ].  “[ * ]” means (A) any direct or indirect[ * ] of the applicable Rigel Entity at [ * ] of or [ * ] in such Rigel Entityby any person [ * ]; (B) any [ * ] that [ * ] would result in any person [* ] of such Rigel Entity; or (C) any [ * ] involving such Rigel Entity [ *] of such Rigel Entity.

 

**(c)          **Notwithstanding the foregoing, the Parties agree thatAZ or its Affiliates shall not be prohibited from (i) [ * ] of any RigelEntity; or (ii) proposing other [ * ] to Rigel.

 

**15.14      HSR Filings.** Promptly following the Execution Date,each Party shall make the filings required under the HSR Act in connection withthis Agreement, and shall promptly reply to any related requests forinformation received from the United States Federal Trade Commission (**“FTC”**) or the Antitrust Division of the United StatesDepartment of Justice (**“DoJ”**). TheParties shall consult with one another and shall otherwise cooperate and act ingood faith in connection with such filings and communications. Each Party shallbe responsible for its own filings costs (including legal costs) associatedwith any such filings.

 

***{Signature Page to Follow}***

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

61

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**INWITNESS WHEREOF,**the Parties have executed this Agreement induplicate originals by their duly authorized officers as of the Execution Date.

 
| **RIGEL PHARMACEUTICALS,  INC.** |               | **ASTRAZENECA AB (**publ) |
|----------------------------------|--------------------|---------------------------|
| ** **                       | ** **         | ** **                | ** ** | ** ** |
| ** **                       | ** **         | ** **                | ** ** | ** ** |
| By:                              | /s/ James M. Gower |                      | By: | /s/ Göran Lerenius |
|                             |               |                      |   |   |
| Name:                            | James M. Gower     |                      | Name: | Göran Lerenius |
|                             |               |                      |   |   |
| Title:                           | CEO                |                      | Title: | Authorized  Signatory |

 

 

***Signature Page toLicense and Collaboration Agreement***

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT A**

 

**[ * ]**

 

[ * ]

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT B**

 

**COMPOUND ASSAY CRITERIA**

 

1)The compound inhibits syk kinase in the [ * ] assay at [ * ]*,

 

and either 2a or2b

 

2a)The compound inhibits syk kinase in [ * ] assay at [ * ]*

 

or

 

2b)The compound inhibits syk kinase in [ * ] assay [ * ] at [ * ]*

 

Wherethe assays give results for [ * ] that are comparable** to the [ * ] results asdescribed in the publication*.

 

Andwherein the compound is [ * ]

 

*Assays as described in [ * ].

 

**comparabledefined as [ * ].

 

[ * ]

 

**Sequenceof SYK spleen tyrosine kinase**

 

mRNA: [ * ]

Protein: [ * ]

LocusID: [ * ]

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT C**

 

**RIGELPATENTS AS OF THE EFFECTIVE DATE**

 
| **RIGEL  MATTER** | ** ** | **STATUS** | ** ** | **CNTRY** | ** ** | **SERIAL #** | ** ** | **PUB.  NO.** | ** ** | **FILING  DATE** | ** ** | **PATENT** | ** ** |
|-------------------|------------|------------|------------|-----------|------------|--------------|------------|---------------|------------|------------------|------------|------------|------------|
| P.0177.01         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0177.02         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0177.03         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0177.01         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| [ * ].            |       |       |       |      |       |         |       |          |       |             |       |       |       |
| P.0177.09         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0177.09         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| [ * ]             |       |       |       |      |       |         |       |          |       |             |       |       |       |
| P.0226.01         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0226.01         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0193.02         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0193.02         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| [ * ]             |       |       |       |      |       |         |       |          |       |             |       |       |       |
| P.0218.01         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0218.01         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0219.02         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0219.02         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0084.04         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0084.05         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0084.05         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| [ * ]             |       |       |       |      |       |         |       |          |       |             |       |       |       |
| P.0084.11         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0084.13         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0084.13.WO      |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| [ * ]             |       |       |       |      |       |         |       |          |       |             |       |       |       |
| P.0084.14         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0084.22         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0084.23         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0084.42         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0084.47         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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| **RIGEL  MATTER** | ** ** | **STATUS** | ** ** | **CNTRY** | ** ** | **SERIAL #** | ** ** | **PUB.  NO.** | ** ** | **FILING  DATE** | ** ** | **PATENT** | ** ** |
|-------------------|------------|------------|------------|-----------|------------|--------------|------------|---------------|------------|------------------|------------|------------|------------|
| P.0144.01         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0144.04         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0144.07         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0144.01         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| [ * ]             |       |       |       |      |       |         |       |          |       |             |       |       |       |
| P.0145.02         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0145.03         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0145.04         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0145.05         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0145.02         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| [ * ]             |       |       |       |      |       |         |       |          |       |             |       |       |       |
| P.0242.01         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0253.00         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |
| P.0267.00         |       | [ * ]      |       | [ * ]     |       | [ * ]        |       | [ * ]         |       | [ * ]            |       | [ * ]      |       |

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT D**

 

**TRANSITIONPLAN**

 

**[ * ]**

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT E**

 

**INITIAL DEVELOPMENT PLAN**

 

**The Major Three RA Trials referenced herein are:**

** **

**1)    [ * ]**

** **

**2)   [ * ]**

** **

**3)   [ * ]**

 

### Development Strategy

###  

The intended development strategy is to achieve a [ * ] submission in [* ], excluding [ * ] and, for the avoidance of doubt, [ * ]. This strategy isaimed at meeting [ * ] requirements for filings in Rheumatoid Arthritisindications & targeting positioning as a treatment for patients whoare [ * ].

 

The development programme is based on:

 

1.    A package of studies that [ * ] in the [ * ]document.

 

a.     A study in [ * ].

b.     A study in [ * ].

c.     A study in [ * ].

d.     [ * ] Study (including [ * ] from [ * ])

 

2.     [ * ] studies including

 

a.     [ * ] Study(s)

b.     [ * ] study [ * ] to secure approval in the [ * ] ([ * ]) ([ * ] and [ * ])

c.     A [ * ] study

d.     A [ * ] study with [ * ] for [ * ]. ([ * ] from [ * ] to [ * ]

 

The target NDA/MAA submission in US/EU is [ * ] 2013.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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[ * ]

 

Major Study Outlines

The attached outlinesshow in more detail the design ([ * ]) of the Major Three RA Trials that areindicated above.

 

Study 1

 

[ * ]

 

Study 2

 

[ * ]

 

Study 3

 

[ * ]

 

([ * ])

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT F**

 

**R788 INVENTORY**

 

**Inventory of R788 Drug Substance**

 
| **Lot**    | ** ** | **Quantity as of [ * ]** | ** ** |
|------------|------------|--------------------------|------------|
| LTRGGA1005 |       | [ * ] kg                 |       |
| LTRGGA2004 |       | [ * ] kg                 |       |
| LTRGGA2005 |       | [ * ] kg                 |       |
| LTRGGA3001 |       | [ * ] kg                 |       |
| LTRGGA3002 |       | [ * ] kg                 |       |
| LTRGGA3003 |       | [ * ] kg                 |       |

 

**Inventory of R788 Tablets**

 
| **Lot**          | ** ** | **No of Bottles as of [ * ]** | ** ** |
|------------------|------------|-------------------------------|------------|
| C9I2281, [ * ]   |       | [ * ]                         |       |
| C9I2282, [ * ]   |       | [ * ]                         |       |
| C9I2283/4, [ * ] |       | [ * ]                         |       |
| FZW, [ * ]       |       | [ * ]                         |       |
| FZV, [ * ]       |       | [ * ]                         |       |

 

**Inventory of R788 starting materials**

 
| **Material** | ** ** | **Quantity as of [ * ]** | ** ** |
|--------------|------------|--------------------------|------------|
| [ * ]        |       | [ * ] kg                 |       |
| [ * ]        |       | [ * ] kg                 |       |
| [ * ]*       |       | [ * ] kg                 |       |
| [ * ]        |       | [ * ] kg                 |       |

 

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*The Parties agree that the [ * ] is being used in the production of approx. [ *]kg of R788 at [ * ]

 

[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT G**

 

**JOINT PRESS RELEASE**

 
| **** | **** |
|------|------|

 

**ASTRAZENECA AND RIGEL PHARMACEUTICALS SIGN WORLDWIDE LICENSEAGREEMENT FOR LATE-STAGE DEVELOPMENT PRODUCT—FOSTAMATINIB DISODIUM (R788)—FORTHE TREATMENT OF RHEUMATOID ARTHRITIS (RA)**

 

***For immediate release: 16 February 2010***

 

AstraZenecaand Rigel Pharmaceuticals (Nasdaq: RIGL) today announced an exclusiveworldwidelicense agreement for the global development and commercialization offostamatinibdisodium (R788), Rigel’s late-stage investigational product forrheumatoid arthritis (RA) andadditional indications. Fostamatinibdisodium, which has completed a comprehensive phase 2program,is the furthest developed oral Spleen Tyrosine Kinase (Syk) inhibitor beingevaluatedfor RA. Inhibiting Syk is thought to block the intracellular signalingof various immune cellsimplicated in the destruction of bone andcartilage which is characteristic of RA.

 

RAis a systemic autoimmune inflammatory disease, which causes damage to thejoints and otherorgans, affecting approximately 1 in 100 people. It is a major cause ofdisability and it is alsoassociated with reduced life expectancy,especially if not adequately treated. Despite currenttreatmentoptions, many patients still experience pain, worsening of joint destructionanddisability, so new treatment options are needed. The RA market wasestimated to beapproximately $13bn globally in 2009, having grown from $1.3bn in 1998.

 

Oncethe agreement is effective, AstraZeneca will make an upfront payment to Rigelof $100million with up to an additional $345 million payable if specifieddevelopment, regulatory andfirst commercial sale milestones are achieved.Rigel will also be eligible to receive up to anadditional $800million of specified sales related milestone payments if the product achievesconsiderablelevels of commercial success, as well as significant stepped double-digitroyalties

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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onnet sales worldwide. AstraZeneca is responsible for all development, regulatoryfilings,manufacturing and global commercialization activities in all licensedindications under thecontract. Effectiveness of the agreement iscontingent on expiration or termination of the waitingperiodunder the Hart-Scott-Rodino Antitrust Improvements Act.

 

AstraZenecawill design a global phase 3 program, anticipated to begin in the second halfof 2010,with the goal of filing new drug applications with the US Food and DrugAdministration (FDA)and the European Medicines Agency (EMEA) in 2013. Fostamatinib disodiumis being developedas a next generation oral RA therapy in adults who have failed torespond adequately to atraditional disease modifying anti-rheumaticdrug (DMARD), such as methotrexate, where aTNF biologicadd-on treatment would currently be considered. Under the terms of theagreement,AstraZeneca will also receive exclusive rights to Rigel’s portfolio of oral Sykinhibitors,as well as for additional indications for fostamatinib disodium beyond RA.

 

AndersEkblom, Executive Vice President of Development, of AstraZeneca said:“Thereis a very real and pressing unmet medical need in the area of rheumatoidarthritis. Giventhe debilitating effect this disease can have on patients, AstraZenecalooks forward to workingtogether with Rigel to continue developmentof this innovative investigational compound.Collaborationssuch as this one, which further strengthen our late-stage pipeline, demonstratethekey role externalization continues to play in AstraZeneca’s strategy.”

 

JamesM. Gower, chairman and chief executive officer of Rigel Pharmaceuticals, Inc.said:“This collaboration fulfills our expectations in two key ways. First,AstraZeneca has made anexpansive commitment to develop fostamatinibdisodium for the treatment of RA, which meansthat the work wehave begun for patients with this disease will be completed with asubstantiallylarger clinical program. Second, Rigel will receive royalties onpotential future sales,appropriate to its investment in thedevelopment of R788.”

 

- ENDS —

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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** **

**NOTES TO EDITORS:**

 

**About Fostamatinib disodium**

Fostamatinibdisodium, which has completed a comprehensive phase 2 program is at the mostadvancedstage of development of the oral Spleen Tyrosine Kinase (Syk) inhibitors beingevaluatedfor an RA indication. Inhibiting Syk is thought to block the intracellularsignaling ofvarious immune cells implicated in the destruction of bone andcartilage, which is characteristicof RA. Inhibitionof Syk signaling is therefore a very attractive research approach to RAtreatment.

 

**About Fostamatinib disodium Phase 2 data**

ThreePhase 2 trials have been completed. TASKi1 and TASKi2 studied patients with anincompleteresponse to methotrexate. TASKi3 studied patients who had failed treatment withbiologictherapies.

 

TASKi2was a multi-center, randomized, double-blind, placebo-controlled Phase 2b trialof 457RA patients in the target population of those with inadequate responseto methotrexate.Treatment with stable doses of methotrexate in combination withfostamatinib disodium 100 mgtwice daily, 150 mg once daily, or placebowere evaluated at six months. At six months, 100 mgtwice dailyfostamatinib disodium therapy (a dose planned to be taken forward in Phase 3)yieldedresponder rates of 66% versus 35% of the placebo group for the primary endpoint ofACR 20 improvement. ACR 50 response was achieved by 43% versus 19%: ACR70 responderrates were observed in 28% versus 10%. All achieved p values of <0.001.DAS28 remission wasachieved in 31% versus 7% (p<0.01).

 

Thisreplicates the signal seen in the original smaller TASKi1 study in a similarpopulation(n=189) where 100 mg of fostamatinib disodium twice daily yieldedresponses of 65% versus38% of the placebo group for ACR20. ACR 50response was achieved by 49% vs 19% andACR70 was achievedby 33% vs 4%. DAS28 remission was achieved in 26% vs 8%. All oftheseendpoints achieved p values of p < 0.05 or better. In both studies clinicaleffect was seen asearly as 1 week.

 

TASKi3was a smaller study which included 219 patients who had failed biologictherapies.Although there was some evidence of efficacy on the MRI imaging, and on someotherparameters, the study did not meet its primary endpoint.

 

Thesedata indicate further studies of fostamatinib disodium are warranted in RA.

 

Combiningall three trials, the most common side effects have been GI disturbances suchasdiarrhea, elevated blood pressure, transient and mild neutropenia,increased transaminases and aslight increase in infections, although notserious or opportunistic infections.

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**About Rigel Pharmaceuticals—(www.rigel.com)**

Rigelis a clinical-stage drug development company that discovers and develops novel,smallmolecule drugs for the treatment of inflammatory/autoimmune diseases andmetabolic diseases.Rigel’s pioneering research focuses on intracellular signaling pathwaysand related targets thatare critical to disease mechanisms. Rigel’sproductivity has resulted in strategic collaborationswithlarge pharmaceutical partners to develop and market our product candidates.Rigel hasproduct development programs in inflammatory/autoimmune diseases such asrheumatoidarthritis, thrombocytopenia and asthma, as well as in cancer.

 

**About AstraZeneca**

AstraZenecais a global, innovation-driven biopharmaceutical business with a primary focusonthe discovery, development and commercialization of prescriptionmedicines. As a leader ingastrointestinal, cardiovascular,neuroscience, respiratory and inflammation, oncology andinfectiousdisease medicines, AstraZeneca generated global revenues of US $32.8 billion in2009.For more information please visit: www.astrazeneca.com

 

***Rigel Forward-Looking Statements***

*Thispress release contains “forward-looking” statements, including, withoutlimitation, statements**related to the anticipatedeffectiveness of the agreement described in this press release and Rigel’s**receiptof an upfront cash payment from AstraZeneca, Rigel’s potential receipt ofdevelopment,**regulatory and sales milestones and royalties on net sales worldwide,the potential market for and**commercial potential ofR788 and plans to pursue further clinical development of R788, including the**timingthereof. Any statements contained in this press release that are not statementsof historical fact**may be deemed to be forward-looking statements. Wordssuch as “estimate,” “anticipate” and similar**expressions are intendedto identify these forward-looking statements. These forward-looking statements**are basedupon Rigel’s current expectations and involve risks and uncertainties. Thereare a number of**important factors that could cause Rigel’s results to differ materiallyfrom those indicated by these**forward-lookingstatements, including, without limitation, risks associated with entering intoa corporate**partnership agreement and reliance on a corporate partner, includingrisks that if conflicts arise between**us and our corporatepartners, the other party may act in its self-interest and not in the interestof our**stockholders and if any of our corporate partners were to breach orterminate its agreement with us or**otherwise fail to conductthe partnership activities successfully and in a timely manner, the clinical**developmentor commercialization of the affected product candidates or research programscould be**delayed or terminated, as well as other risks associated with thetiming and success of clinical trials and**the commercialization ofproduct candidates, potential problems that may arise in the clinical testingand**approval process, market competition and other risks detailed from timeto time in Rigel’s SEC reports,**including its QuarterlyReport on Form 10-Q for the quarter ended September 30, 2009. Rigeldoes not**undertake any obligation to update forward-looking statements andexpressly disclaims any obligation or**undertaking to releasepublicly any updates or revisions to any forward-looking statements contained**herein.*

 

# # #

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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RIGELCONTACTS :

 

Contact:Raul Rodriguez

Phone:650.624.1302

Email:rrodriguez@rigel.com

 

MediaContact: Susan C. Rogers, Alchemy Consulting, Inc.

Phone:650.430.3777

Email:susan@alchemyemail.com

 

ASTRAZENECACONTACTS :

 
| **Media Enquiries:**       |                         |                  |
|----------------------------|------------------------------|-----------------------|
| Neil  McCrae               | +44  207 304 5045 (24 hours) |
| Chris  Sampson             | +44  207 304 5130 (24 hours) |
| Sarah  Lindgreen           | +44  207 304 5033 (24 hours) |
| Abigail  Baron             | +44  207 304 5034 (24 hours) |
|                       |                         |                  |
| **Investor Enquiries UK:** |                         |
| Jonathan  Hunt             | +44  207 304 5087            | mob:  +44 7775 704032 |
| Karl  Hard                 | +44  207 304 5322            | mob:  +44 7789 654364 |
| Clive  Morris              | +44  207 304 5084            | mob:  +44 7710 031012 |
|                       |                         |                  |
| **Investor Enquiries US:** |                         |
| Ed  Seage                  | +1  302 886 4065             | mob:  +1 302 373 1361 |
| Jorgen  Winroth            | +1  212 579 0506             | mob:  +1 917 612 4043 |
|                            |                              |                       |  |

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT H**

 

**SPECIFIED EVENTS**

 

[* ]

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT I**

 

**ON-GOINGCLINICAL TRIALS**

 
| **Study  Number** | ** ** | **Study Title** | ** ** |
|-------------------|------------|-----------------|------------|
| [ * ]             |       | [ * ]           |       |
| [ * ]             |       | [ * ]           |       |
| [ * ]             |       | [ * ]           |       |
| [ * ]             |       | [ * ]           |       |
| [ * ]             |       | [ * ]           |       |

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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**EXHIBIT J**

 

**SUMMARYOF FINANCIAL TERMS PERMITTED FOR**

** DISCLOSURE UNDER CONFIDENTIALITY AGREEMENT**

**PURSUANTTO SECTION 12.3.**

 

Financial:

·                  Upfront Payment: $100M

·                  R788 Milestones: [ * ] for [ * ] and [ *].

·                  R788 [ * ] Milestone Payments

·                  [ * ] Milestone: [ * ]

·                  [ * ] Milestones: [ * ]

·                  [ * ] Milestones: [ * ]

·                  R788 Sales Related Payments based onstepped sales threshold achievement: Maximum of $800M, should Net Sales achieve$[ * ] in a Calendar Year. R788 Royalties: in the range of [ * ]% - [ * ]%.

·                  Multi-Product Deal: payments on R788 andfollow-on oral syk inhibitors.

 

Scope of License:

·       Exclusivelicense to AstraZeneca in the Territory and Field to develop and commercializeR788 and oral syk inhibitors.

·       Field:[ * ] indications [ * ] excluding [ * ].

·       Territory:Worldwide

 

Obligations:

 

·                  AZ to assume all responsibility forfurther development and commercialization after effective date.

·                  AZ to work with Rigel exclusively on oralsyk inhibition in RA for a defined time period.

·                  Rigel to maintain responsibility for openLabel Extension study for [ * ]

 

833659 v3/HN

 

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[ * ] = Certain confidential information contained in this document,marked by brackets, has been omitted and filed separately with the Securitiesand Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Actof 1934, as amended.

 

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