AND
DESIGNEES) WILL HAVE SOLE AUTHORITY OVER AND CONTROL OF THE FURTHER DEVELOPMENT,
MANUFACTURE, AND COMMERCIALIZATION OF THE CORRESPONDING LEAD SCAFFOLD AND ANY
PRODUCT CANDIDATE OR PRODUCT INCORPORATING A COMPOUND FROM SUCH LEAD SCAFFOLD.
FOLLOWING THE SELECTION DEADLINE, ANIXA WILL HAVE NO FURTHER RIGHTS WITH RESPECT
TO ANY HIT COMPOUND THAT IS NOT A SELECTED HIT COMPOUND OR INCLUDED WITHIN A
LEAD SCAFFOLD (EACH, A "REJECTED HIT COMPOUND"), PROVIDED THAT, DURING THE
PERIOD OF TWO (2) YEARS FOLLOWING THE SELECTION DEADLINE, NEITHER ONTOCHEM NOR
ANY OF ITS AFFILIATES WILL USE OR DISCLOSE TO ANY THIRD PARTY ANY REJECTED HIT
COMPOUND OR ANY VARIANT THEREOF, INCLUDING THE IDENTITY, STRUCTURE OR SAR
INFORMATION OF ANY SUCH COMPOUND, FOR APPLICATION AS ANTI-VIRAL AGENTS OR
PROTEASE INHIBITORS, FOR PURPOSES OF MODULATING ANY TARGET OR FOR TREATMENT OF
VIRUS-RELATED CONDITIONS. IN CASE ONTOCHEM FINDS A NOVEL AND UNEXPECTED
ANTIVIRAL USE OF THOSE REJECTED HIT COMPOUNDS DURING THIS 2-YEARS PERIOD, IT
WILL NOTIFY ANIXA ABOUT THESE FINDINGS AND ANIXA HAS THE RIGHT OF FIRST
NEGOTIATION DURING A PERIOD OF 6 MONTHS AFTER THIS NOTIFICATION. IF ANIXA
DECIDES TO NOT LICENSE THOSE USES OR COMPOUNDS FOR THIS NOVEL ANTIVIRAL USE,
ONTOCHEM IS FREE TO DEVELOP THOSE MOLECULES FURTHER AS ITS OWN INTELLECTUAL
PROPERTY WITHOUT ANY FURTHER RESTRICTIONS.
2.5
SUBCONTRACTORS.
ONTOCHEM MAY ENGAGE ONE OR MORE
SUBCONTRACTORS TO PERFORM ITS ACTIVITIES UNDER THE RESEARCH PLAN WITH THE PRIOR
WRITTEN APPROVAL OF ANIXA AND PROVIDED THAT, WITH RESPECT TO ANY SUCH
SUBCONTRACTOR, ONTOCHEM WILL (A) BE RESPONSIBLE AND LIABLE FOR THE PERFORMANCE
OF SUCH SUBCONTRACTOR AND (B) ENTER INTO A WRITTEN AGREEMENT (I) CONSISTENT WITH
TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITH RESPECT TO
CONFIDENTIALITY AND INTELLECTUAL PROPERTY, AND (II) PROHIBITING SUCH
SUBCONTRACTOR FROM FURTHER SUBCONTRACTING. FOR CLARITY, VENDORS WHERE COMMERCIAL
BUILDING BLOCKS OR COMPOUNDS WILL BE PURCHASED ARE NOR REGARDED AS
SUBCONTRACTORS.
2.6
TARGET EXCLUSIVITY.
DURING THE TERM OF THIS AGREEMENT, EXCEPT
IN THE PERFORMANCE OF ITS OBLIGATIONS OR EXERCISE OF ITS RIGHTS UNDER THIS
AGREEMENT, NEITHER ONTOCHEM NOR ANY OF ITS AFFILIATES WILL DISCOVER, RESEARCH,
DEVELOP, MANUFACTURE OR COMMERCIALIZE ANY COMPOUND OR PRODUCT DIRECTED TO ANY
TARGET, EITHER INDEPENDENTLY OR FOR OR IN COLLABORATION WITH A THIRD PARTY
(INCLUDING THE GRANT OF A LICENSE TO ANY THIRD PARTY), OR HAVE ANY OF THE
FOREGOING ACTIVITIES PERFORMED ON BEHALF OF ONTOCHEM OR ANY OF ITS AFFILIATES BY
A THIRD PARTY.
FOR CLARITY, THE FOREGOING INCLUDES THE SCREENING (INCLUDING VIA
COMPUTATIONAL METHODS) OF ANY COMPOUND LIBRARY OR VIRTUAL COMPOUND LIBRARY
AGAINST ANY TARGET.
2.7
RECORDS.
EACH PARTY WILL MAINTAIN COMPLETE AND ACCURATE
RECORDS OF ALL ACTIVITIES PERFORMED BY OR ON BEHALF OF SUCH PARTY UNDER THE
RESEARCH PROGRAM AND ALL INVENTIONS MADE OR GENERATED BY OR ON BEHALF OF SUCH
PARTY IN THE PERFORMANCE OF THE RESEARCH PROGRAM.
SUCH RECORDS WILL BE IN
SUFFICIENT DETAIL AND IN GOOD SCIENTIFIC MANNER APPROPRIATE FOR PATENT AND
REGULATORY PURPOSES.
EACH PARTY WILL PROVIDE THE OTHER PARTY WITH THE RIGHT TO
INSPECT SUCH RECORDS, AND UPON REQUEST WILL PROVIDE COPIES OF ALL