REVIEWED AND APPROVED BY EACH PARTY, THE
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SAME ABSTRACTS, MANUSCRIPTS OR PRESENTATIONS DO NOT HAVE TO BE PROVIDED AGAIN TO
THE OTHER PARTY FOR REVIEW FOR A LATER SUBMISSION FOR PUBLICATION.
EACH PARTY
ALSO SHALL HAVE THE RIGHT TO REQUIRE THAT ANY OF ITS CONFIDENTIAL INFORMATION
THAT IS DISCLOSED IN ANY SUCH PROPOSED PUBLICATION OR PRESENTATION BE DELETED
PRIOR TO SUCH PUBLICATION OR PRESENTATION.
IN ANY PERMITTED PUBLICATION OR
PRESENTATION BY A PARTY, THE OTHER PARTY'S CONTRIBUTION SHALL BE DULY
RECOGNIZED, AND CO-AUTHORSHIP SHALL BE DETERMINED IN ACCORDANCE WITH CUSTOMARY
STANDARDS.
EACH PARTY (A) EXPRESSLY ACKNOWLEDGES THAT THE OTHER PARTY'S
BUSINESS MAY BE SUBSTANTIALLY DEPENDENT ON ITS ABILITY TO PUBLISH RESULTS IN
SCIENTIFIC JOURNALS, PRESENTATION AT SCIENTIFIC CONFERENCES AND MEETINGS AND
(B) AGREES THAT IT SHALL NOT UNREASONABLY WITHHOLD, CONDITION OR DELAY ITS
CONSENT TO ANY REQUEST BY THE OTHER PARTY TO PUBLISH RESULTS OF THE RESEARCH
PROGRAM OR ANY DEVELOPMENT PROGRAM IN ACCORDANCE WITH ITS INTERNAL PUBLICATION
GUIDELINES.
6.4
AKIP PLATFORM TECHNOLOGY.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION, THE
RIGHT TO DISCLOSE CONFIDENTIAL INFORMATION OF ARQULE SET FORTH IN SECTION 6.2
AND THE RIGHTS TO PUBLISH SET FORTH IN SECTION 6.3, DS SHALL IN NO EVENT
DISCLOSE ANY CONFIDENTIAL INFORMATION OF ARQULE RELATING TO AKIP PLATFORM
TECHNOLOGY.
6.5
PROHIBITION ON SOLICITATION.
WITHOUT THE
WRITTEN CONSENT OF THE OTHER PARTY, NEITHER PARTY NOR ITS AFFILIATES SHALL,
DURING THE RESEARCH COLLABORATION PERIOD OR FOR ONE (1) YEAR THEREAFTER, SOLICIT
(DIRECTLY OR INDIRECTLY) ANY EMPLOYEE OF THE OTHER PARTY OR ITS AFFILIATES WHO
PARTICIPATED IN THE RESEARCH PROGRAM AT ANY TIME DURING THE RESEARCH
COLLABORATION PERIOD.
THIS PROVISION SHALL NOT RESTRICT EITHER PARTY OR ITS
AFFILIATES FROM ADVERTISING EMPLOYMENT OPPORTUNITIES IN ANY MANNER THAT DOES NOT
DIRECTLY TARGET THE OTHER PARTY OR ITS AFFILIATES.
7.
LICENSE GRANTS; EXCLUSIVITY
7.1
DS OPTION.
7.1.1
OPTION GRANT.
ARQULE HEREBY GRANTS DS AN
OPTION (EACH, A "DS OPTION") TO OBTAIN AN EXCLUSIVE, ROYALTY-BEARING LICENSE
UNDER THE LICENSED TECHNOLOGY AND LICENSED PATENT RIGHTS FOR THE PURPOSE OF
DEVELOPING AND COMMERCIALIZING PRIMARY DEVELOPMENT COMPOUNDS AND RELATED BACKUP
COMPOUNDS IN THE FIELD AND IN THE TERRITORY.
FOR PURPOSES OF CLARITY, (A) DS
OPTIONS SHALL BE AVAILABLE TO DS ON A DS TARGET BY DS TARGET BASIS AND (B) A DS
OPTION SHALL ONLY BE AVAILABLE WITH RESPECT TO COLLABORATION COMPOUNDS THAT ARE
52
DESIGNATED AS PRIMARY DEVELOPMENT COMPOUNDS AND BACKUP COMPOUNDS FOR PURPOSES OF
THIS AGREEMENT.
7.1.2
OPTION EXERCISE.
(A)
PRIMARY DEVELOPMENT COMPOUNDS.
DS MAY
EXERCISE ANY DS OPTION AT ANY TIME DURING THE APPLICABLE DS OPTION PERIOD BY
GIVING WRITTEN NOTICE OF EXERCISE TO ARQULE, WHICH NOTICE SHALL DESIGNATE THE
PRIMARY DEVELOPMENT COMPOUND (AND RELATED BACKUP COMPOUNDS) (THE "DS OPTION
EXERCISE NOTICE"); PROVIDED, THAT, (I) DS HEREBY AGREES IF IT DETERMINES NOT TO
EXERCISE A DS OPTION PRIOR TO EXPIRATION OF THE APPLICABLE DS OPTION PERIOD, IT
SHALL IN GOOD FAITH PROVIDE WRITTEN NOTICE TO ARQULE PROMPTLY UPON SUCH
DETERMINATION AND (II) THE DATE ON WHICH ANY SUCH NOTICE IS