Common use of Expansion of the Field Clause in Contracts

Expansion of the Field. If at any time during the Term of this Agreement, DS desires to add one or more Non-Cancer Indications to the Field with respect to a Collaboration Compound or Licensed Product for purposes of this Agreement, DS shall give written notice to ARQULE, specifying the particular Collaboration Compound or Licensed Product and Non-Cancer Indication (each, an “Indication Proposal Notice”). ARQULE shall, on or before * (*) days from the date of the Indication Proposal Notice, provide DS with a written response as to whether or not it Controls the Technology and Patent Rights applicable to such Licensed Product for such Non-Cancer Indication. If ARQULE Controls the Technology and Patent Rights to such Licensed Product for such Non-Cancer Indication, the Parties shall for a period of * (*) days from the date DS receives the written response from ARQULE negotiate in good faith to complete and execute any amendment to this Agreement that may be required to add the Non-Cancer Indication to the definition of Field for purposes of this Agreement, including, without limitation, the inclusion of any amendments to the applicable Global Development Plans, and/or Product Commercialization Plans, as well as any amendments to the compensation payable by DS pursuant to Article 4, that may be required to add such Non-Cancer Indication to the Field; provided, that, (a) if any such Non-Cancer Indication is added to the Field, the royalties for such Non-Cancer Indication will be the same as for the other Targeted Indications and (b) such Non-Cancer Indication will be included as a Targeted Indication for purposes of determining whether a Milestone Event has been achieved in Section 4.2. 1. Upon the execution of such amendment by the Parties, any Non-Cancer Indication on which the Parties so agree shall be referred to herein as an “Approved Non-Cancer Indication” for purposes of this Agreement. If the Parties are unable to agree upon terms and conditions of such amendment on or before expiration of such * (*) day period despite their respective good faith efforts, then the Parties shall refer such matter to JEC to be resolved as a Unanimous Decision.

Expansion of the Field. If at any time during the Term of this Agreement, DS desires to add one or more Non-Cancer Indications an additional Indication to the Field with respect to a Collaboration Compound or Licensed Product for purposes of this AgreementAgreement (each, an “Additional Indication”), DS shall give written notice to ARQULE, ARQULE specifying the particular Collaboration Compound or such Licensed Product and Non-Cancer such Additional Indication or Additional Indications (each, an the “Additional Indication Proposal Notice”). ARQULE shall, on or before * (*) days from the date of the Additional Indication Proposal Notice, provide DS with a written response as to whether or not it Controls the Technology and Patent Rights applicable to such Licensed Product for such Non-Cancer Additional Indication. If ARQULE Controls the Technology and Patent Rights to such Licensed Product for such Non-Cancer Additional Indication, the Parties shall for a period of * (*) days from the date DS receives the written response notice from ARQULE negotiate in good faith to complete and execute any amendment to this Agreement that may be required to add the Non-Cancer Additional Indication or Additional Indications to the definition of Field for purposes of this Agreement, including, without limitation, the inclusion of any amendments to the applicable Global Development Plans, and/or Product Commercialization Annual Research Plans, as well as any amendments to the compensation payable by DS pursuant to Article 45, that may be required to add include such Non-Cancer Additional Indication to in the Field; , provided, that, (a) if any such Non-Cancer Additional Indication is added to the Field, the royalties for such Non-Cancer Additional Indication will be the same as for the other Targeted Indications indications and (b) such Non-Cancer Additional Indication will be included as a Targeted Indication in the determination of achievement of milestones subject to milestone payments; provided, that, only one (1) full set of the milestones to be negotiated pursuant to Section 5.4 will be paid for purposes of determining whether a Milestone Event has been achieved in Section 4.2. 1. Upon the execution of such amendment by the Parties, any Non-Cancer Indication on which the Parties so agree shall be referred to herein as an “Approved Non-Cancer Indication” for purposes of this Agreementeach Licensed Product. If the Parties are unable to agree upon terms and conditions of such amendment on or before expiration of such * (*) day period despite their respective good faith efforts, then the Parties shall refer such matter to JEC for resolution; provided that if the JEC is unable to resolve the matter it will be resolved as a Unanimous Decisionreferred to the Designated Senior Officers.

Expansion of the Field. If at any time during the Term of this Agreement, DS either Party desires to add one or more Non-Cancer Indications to the Field that it wishes to pursue with respect to a Collaboration Compound or Licensed Product for purposes of this Agreement, DS such Party shall give written notice to ARQULEthe other Party, specifying the particular Collaboration Compound or Licensed Product and Non-Cancer Indication (each, an “Indication Proposal Notice”). ARQULE The other Party shall consider each such Indication Proposal Notice in good faith and shall, on or before * (*) days from the date of the Indication Proposal Notice, provide DS the proposing Party with a written response as to whether or not it is willing to add such Non-Cancer Indication to the Field, which consideration shall include a determination by the other Party in good faith as to whether it Controls the Technology and Patent Rights applicable to such Collaboration Compound or Licensed Product for such Non-Cancer Indication. If ARQULE Controls the Technology and Patent Rights other Party indicates in its response that it is willing to such Licensed Product for add such Non-Cancer IndicationIndication to the Field, the Parties shall for a period of * (*) days from the date DS the proposing Party receives the written response from ARQULE the other Party negotiate in good faith to complete and execute any amendment to this Agreement that may be required to add the Non-Cancer Indication to the definition of Field for purposes of this Agreement, including, without limitation, the inclusion of any amendments to the applicable Global Development Plans, and/or Product Commercialization Plans, as well as any amendments to the compensation payable by DS pursuant to Article 4, that may be required to add such Non-Cancer Indication to the Field; provided, that, (a) if any such Non-Cancer Indication is added to the Field, the royalties for such Non-Cancer Indication will be the same as for the other Targeted Indications and (b) such Non-Cancer Indication will be included as a Targeted Indication for purposes of determining whether a Milestone Event has been achieved in Section 4.2.as 1. Upon the execution of such amendment by the Parties, any Non-Cancer Indication on which the Parties so agree shall be referred to herein as an “Approved Non-Cancer Indication” for purposes of this Agreement. If the Parties are unable to agree upon terms and conditions of such amendment on or before expiration of such * (*) day period despite their respective good faith efforts, then the Parties shall refer such matter to JEC to be resolved as a Unanimous Decision.