ALL
COMPOUNDS WITHIN THE GENUS OF COMPOUNDS TO WHICH SUCH HIT COMPOUND WOULD BELONG
UNDER UNITED STATES PATENT LAWS AS REFERENCED IN THE SELECTION NOTICE (AS
DEFINED BELOW); AND (B) ANY BASE FORM, METABOLITE, ESTER, SALT FORM, RACEMATE,
STEREOISOMER, POLYMORPH, HYDRATE, ANHYDRIDE OR SOLVATE OF SUCH HIT COMPOUND OR
ANY OTHER COMPOUND DESCRIBED IN CLAUSE (A) (IN THE CASE OF THIS CLAUSE (B),
WITHOUT REGARD TO WHETHER SUCH COMPOUND IS REFERENCED IN THE SELECTION NOTICE).
2.
RESEARCH PROGRAM.
2.1
PERFORMANCE.
THE PARTIES WILL DILIGENTLY PERFORM THEIR
RESPECTIVE ACTIVITIES SET FORTH IN THE RESEARCH PLAN (SUCH ACTIVITIES,
COLLECTIVELY, THE "RESEARCH PROGRAM") IN ACCORDANCE WITH THE TIMELINES SET FORTH
THEREIN, WITH THE OBJECTIVE OF IDENTIFYING HIT COMPOUNDS AND LEAD SCAFFOLDS THAT
MODULATE THE APPLICABLE TARGET.
WITHOUT LIMITING THE FOREGOING, ONTOCHEM WILL
(A) PROVIDE ALL DELIVERABLES SET FORTH IN THE RESEARCH PLAN (EACH, A
"DELIVERABLE") AND (B) OBTAIN ANY AUTHORIZATIONS, APPROVALS AND LICENSES
REQUIRED FOR PERFORMANCE OF THE RESEARCH PLAN.
IF ANY TERMS SET FORTH IN THE
RESEARCH PLAN CONFLICT WITH THE TERMS SET FORTH IN THIS AGREEMENT, THE TERMS OF
THIS AGREEMENT WILL CONTROL UNLESS EXPRESSLY INDICATED TO THE CONTRARY IN THE
RESEARCH PLAN.
THE RESEARCH PLAN MAY NOT BE AMENDED WITHOUT THE PRIOR WRITTEN
CONSENT OF BOTH PARTIES.
IF, FROM TIME TO TIME, THE PARTIES DESIRE TO EXPAND
THE SCOPE OF THE RESEARCH PROGRAM, THEN THEY WILL NEGOTIATE IN GOOD FAITH A
POTENTIAL AMENDMENT OF THE RESEARCH PLAN IN REGARD TO SUCH EXPANDED SCOPE, ON
COMMERCIALLY REASONABLE TERMS, BUT NEITHER PARTY WILL BE OBLIGATED TO ENTER INTO
ANY SUCH AMENDMENT.
2.2
WEEKLY UPDATES.
ONTOCHEM WILL PROVIDE ANIXA WITH WEEKLY (OR
MORE FREQUENTLY AS REQUESTED) UPDATES REGARDING ITS PROGRESS UNDER THE RESEARCH
PROGRAM VIA TELECONFERENCE, VIDEOCONFERENCE OR E-MAIL, AND THE PARTIES WILL MAKE
APPROPRIATE PERSONNEL AVAILABLE IN A TIMELY MANNER TO DISCUSS AND PROVIDE
FEEDBACK IN REGARD TO SUCH UPDATES.
2.3
DELIVERY OF DATA.
IN CONJUNCTION WITH EACH WEEKLY UPDATE
DESCRIBED IN SECTION 2.2, ONTOCHEM WILL DELIVER TO ANIXA ALL DATA GENERATED
UNDER THE RESEARCH PLAN SINCE THE PRECEDING UPDATE.
IN ADDITION, ANIXA WILL
HAVE THE RIGHT TO REASONABLY REQUEST ADDITIONAL INFORMATION RELATING TO SUCH
DATA, AND ONTOCHEM WILL RESPOND TO SUCH REQUESTS PROMPTLY WITH ANY SUCH
ADDITIONAL INFORMATION IN ITS POSSESSION OR CONTROL, PROVIDED THAT, FOR CLARITY,
ONTOCHEM WILL NOT BE REQUIRED TO PERFORM ANY NEW OR ADDITIONAL RESEARCH IN ORDER
TO GENERATE ANY SUCH ADDITIONAL INFORMATION.
2
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2.4
SELECTION OF LEAD SCAFFOLDS.
WITHIN ONE YEAR FOLLOWING
COMPLETION OF ALL ACTIVITIES UNDER THE RESEARCH PLAN (THE "SELECTION DEADLINE"),
ANIXA, IN GOOD FAITH CONSULTATION WITH ONTOCHEM, WILL HAVE THE RIGHT TO SELECT
UP TO TWO HUNDRED (200) HIT COMPOUNDS (EACH, A "SELECTED HIT COMPOUND"), BY
PROVIDING ONTOCHEM WITH WRITTEN NOTICE OF SUCH SELECTED HIT COMPOUND(S) (THE
"SELECTION NOTICE"), AND EACH SELECTED HIT COMPOUND, ALONG WITH ALL VARIANTS OF
SUCH SELECTED HIT COMPOUND REFERENCED IN THE SELECTION NOTICE, IS HEREBY
DESIGNATED AS A "LEAD SCAFFOLD" UNDER THIS AGREEMENT.
COMMENCING UPON SELECTION
OF A SELECTED HIT COMPOUND, ANIXA (ITSELF AND THROUGH ITS AFFILIATES