ACTIVE CLAIMED COMPOUND [*].
1.31
"RESEARCH PLAN" MEANS THE
WRITTEN RESEARCH PLAN GOVERNING THE JOINT EFFORT OF THE PARTIES IN CONDUCTING
THE COLLABORATION, WHICH MAY BE AMENDED FROM TIME TO TIME BY MUTUAL AGREEMENT OF
THE PARTIES.
THE INITIAL RESEARCH PLAN IS ATTACHED HERETO AS EXHIBIT 1.31.
5
1.32
"SUBLICENSEE" SHALL MEAN,
WITH RESPECT TO A PARTICULAR COLLABORATION PRODUCT, A THIRD PARTY TO WHOM ONO
HAS GRANTED A SUBLICENSE OF THE RIGHT TO MAKE, USE, SELL, OFFER FOR SALE, IMPORT
AND/OR EXPORT SUCH COLLABORATION PRODUCT.
1.33
"[*].
1.34
"TERRITORY" MEANS
WORLDWIDE.
1.35
"THIRD PARTY" MEANS ANY
PERSON OR ENTITY OTHER THAN ARRAY AND ONO, THEIR RESPECTIVE AFFILIATES AND
SUBLICENSEE.
ARTICLE 2
RESEARCH COLLABORATION
2.1
GOALS.
THE GOAL OF
THE COLLABORATION IS THE DISCOVERY AND OPTIMIZATION OF SMALL MOLECULE INHIBITORS
AGAINST EACH COLLABORATION TARGET BY ARRAY PURSUANT TO A RESEARCH PLAN, AND THE
DELIVERY OF ONE OR MORE PRECLINICAL CANDIDATES TO ONO, DURING THE COLLABORATION
TERM, FOR SELECTION AS CLINICAL LEAD COMPOUNDS FOR CLINICAL DEVELOPMENT AND
COMMERCIALIZATION BY ONO.
2.2
CONDUCT OF THE
COLLABORATION.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, ARRAY AND
ONO WILL UNDERTAKE RESEARCH DIRECTED TO (I) RESEARCH AND DEVELOPMENT OF SMALL
MOLECULE INHIBITORS OF [*] WHICH, IF POSSIBLE, WILL ALSO INHIBIT [*], FOR THE
TREATMENT OF [*], AND (II) RESEARCH AND DEVELOPMENT OF SMALL MOLECULE INHIBITORS
OF [*] OR, PREFERABLY, BOTH FOR THE TREATMENT OF [*].
THE COLLABORATION SHALL
BE FUNDED AS SET FORTH IN ARTICLE 5 BELOW.
DURING THE COLLABORATION TERM FOR
EACH COLLABORATION TARGET, ARRAY AND ONO SHALL COLLABORATE AND USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO CONDUCT THE COLLABORATION FOR EACH
COLLABORATION TARGET IN ACCORDANCE WITH THE RESEARCH PLAN WITHIN THE TIME
SCHEDULES CONTEMPLATED THEREIN AND TO KEEP THE OTHER PARTY INFORMED AS TO THE
PROGRESS AND RESULTS OF THE COLLABORATION HEREUNDER.
ONCE PER QUARTER DURING
THE COLLABORATION TERM, ONO WILL HAVE THE RIGHT TO SEND, TO OBSERVE THE PROGRESS
OF THE COLLABORATION IN ACCORDANCE WITH THE RESEARCH PLAN, ONE (1) ONO SCIENTIST
TO ARRAY'S FACILITIES, WITH SUCH VISIT TO LAST UP TO TWO (2) WEEKS IN DURATION.
2.3
RESEARCH PLAN.
THE
COLLABORATION FOR EACH COLLABORATION TARGET SHALL BE CARRIED OUT IN ACCORDANCE
WITH A MUTUALLY AGREED UPON THE WRITTEN RESEARCH PLAN, WHICH SHALL ESTABLISH
SPECIFIC RESEARCH OBJECTIVES AND THE RESEARCH TASKS TO BE PERFORMED AND
RESOURCES TO BE PROVIDED BY EACH PARTY.
THE RESEARCH PLAN SHALL, AMONG OTHER
THINGS, ESTABLISH: (I) THE SCOPE OF THE RESEARCH ACTIVITIES WHICH WILL BE
PERFORMED; (II) THE RESEARCH OBJECTIVES AND WORK PLAN ACTIVITIES WITH RESPECT TO
THE COLLABORATION FOR EACH COLLABORATION TARGET; AND (III) SPECIFIC SCREENING
ASSAYS FOR IDENTIFYING AND TESTING THE ACTIVITY OF COMPOUNDS AGAINST EACH
COLLABORATION TARGET TO DETERMINE WHEN A COMPOUND SHALL BE DEEMED AN ACTIVE
COMPOUND.
THE RESEARCH PLAN SHALL BE REVIEWED ON AN ONGOING BASIS AND MAY BE
AMENDED BY THE JOINT MANAGEMENT COMMITTEE IN ACCORDANCE WITH ARTICLE 3.
2.4
ADDITIONAL
TARGET(S).
IN THE EVENT THAT ONO WISHES TO COLLABORATE WITH ARRAY, AND ARRAY
ACCEPT TO COLLABORATE WITH ONO, WITH