Common use of Responsibilities of the Committee Clause in Contracts

Responsibilities of the Committee. The Committee shall be --------------------------------- responsible for the day-to-day conduct, progress and evaluation of the Collaborative Research Program (the "Program") and its activities, including, without limitation: (a) planning and efficient prosecution of the Program ___________________ * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. (b) preparation of Quarterly Reports of Program activities (c) selection and prioritization of Validated Hit Extracts for NPCII and agreeing to the work plan and budget for these activities, including the determination of the criteria of significant biological activity ("Requisite Activity") necessary for a Library Extract following the completion of Assays to qualify as a Validated Hit Extract; (d) selection and prioritization of Collaboration Compounds for entry into early preclinical studies and agreeing to the work plan and budget for these activities (e) selection and prioritization of Collaboration Compounds for entry into lead optimization and agreeing to the work plan and budget for these activities (f) nomination and prioritization of Development Compounds for entry into development and agreeing to the work plan and budget for these activities (g) deciding on the long-term development plan for any Development Compound and/or on the appropriate stage and program to seek an outlicense partner (h) agreeing on any publication strategy for any results, data, discoveries or compounds from the Program

Responsibilities of the Committee. The Committee shall be --------------------------------- responsible for the day-to-day conduct, progress and evaluation of the Collaborative Research Program (the "Program") and its activities, including, without limitation: (a) planning and efficient prosecution of the Program : __________________________ * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which wich confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. (a) managing all technical aspects of the Collaborative Research Program; (b) preparation of Quarterly Reports of Program activitiesresolving matters involving scientific questions; (c) selection and prioritization review of Validated Hit results of Assays performed by Galileo on the initial [ ]* Extracts for NPCII and agreeing from the Library through Phase I of the Collaborative Research Program, as described in Section 3.6 below; (d) following the conclusion of Phase I, determining whether to proceed with screening of the work plan and budget for these activitiesremaining [ ]* Library Extracts in Phase II, including the determination of as described in Section 3.8 below; (e) determining the criteria of significant biological activity ("Requisite Activity") necessary for a Library Extract following the completion of Assays to qualify as a Validated Hit Lead Extract and determining whether any given Library Extract qualifies as a Lead Extract; (d) selection and prioritization of Collaboration Compounds for entry into early preclinical studies and agreeing to the work plan and budget for these activities (e) selection and prioritization of Collaboration Compounds for entry into lead optimization and agreeing to the work plan and budget for these activities (f) nomination in the event that Requisite Activity is identified in any Library Extract and prioritization any such Library Extract is designated by the Committee as a Lead Extract, to determine whether and how to initiate Deconvolution (as defined below) of Development Compounds for entry into development and agreeing to the work plan and budget for these activitiessuch Lead Extract(s); (g) deciding on rank ordering of Lead Extracts based upon various criteria, including without limitation potency, scale-up potential and toxicity, the long-term development plan purpose of which will be to subject the highest ranked Lead Extracts to successive chemical isolation and identification technologies ("Deconvolution") to identify specific chemical entities ("Lead Molecules") that are responsible for any Development Compound and/or on the appropriate stage and program to seek an outlicense partnerobserved Requisite Activity; (h) agreeing on any publication responsibility for Progression tactics and commercialization strategy for Lead Molecules or Candidate Compounds, including the determination of whether to enter into a development agreement between the parties for any resultsLead Molecules or Candidate Compounds; (i) determining the criteria for acceptance, datain general, discoveries of a Lead Molecule as a Candidate Compound acceptable for Development, including (i) in vitro activity and profile, (ii) in vivo activity and profile in a relevant animal model of disease, (iii) potential to patent or compounds from otherwise protect the Programintellectual property rights around the Lead Molecule without __________________________ * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for wich confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission.

Responsibilities of the Committee. The Committee shall be --------------------------------- responsible for the day-to-day conduct, progress and evaluation of the Collaborative Research Program (the "Program") and its activities, including, without limitation: (a) planning and efficient prosecution managing all technical aspects of the Program Collaborative Research Program; (b) resolving matters involving scientific questions; (c) review of results of Assays performed by Galileo on the initial [ ]* Extracts from the Library through Phase I of the Collaborative Research Program, as described in Section 3.6 below; (d) following the conclusion of Phase I, determining whether to proceed with screening of the remaining [ ]* Library Extracts in Phase II, as described in Section 3.8 below; (e) determining the criteria of significant biological activity ("Requisite Activity") necessary for a Library Extract following the completion of Assays to qualify as a Lead Extract and determining whether any given Library Extract qualifies as a Lead Extract; (f) in the event that Requisite Activity is identified in any Library Extract and any such Library Extract is designated by the Committee as a Lead Extract, to determine whether and how to initiate Deconvolution (as defined below) of such Lead Extract(s); (g) rank ordering of Lead Extracts based upon various criteria, including without limitation potency, scale-up potential and toxicity, the purpose of which will be to subject the highest ranked Lead Extracts to successive chemical isolation and identification technologies ("Deconvolution") to identify specific chemical entities ("Lead Molecules") that are responsible for the observed Requisite Activity; (h) responsibility for Progression tactics and commercialization strategy for Lead Molecules or Candidate Compounds, including the determination of whether to enter into a development agreement between the parties for any Lead Molecules or Candidate Compounds; (i) determining the criteria for acceptance, in general, of a Lead Molecule as a Candidate Compound acceptable for Development, including (i) in vitro activity and profile, (ii) in vivo activity and profile in a relevant animal model of disease, (iii) potential to patent or otherwise protect the intellectual property rights around the Lead Molecule without __________________________ * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which wich confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. (b) preparation of Quarterly Reports of Program activities (c) selection and prioritization of Validated Hit Extracts for NPCII and agreeing to the work plan and budget for these activities, including the determination of the criteria of significant biological activity ("Requisite Activity") necessary for a Library Extract following the completion of Assays to qualify as a Validated Hit Extract; (d) selection and prioritization of Collaboration Compounds for entry into early preclinical studies and agreeing to the work plan and budget for these activities (e) selection and prioritization of Collaboration Compounds for entry into lead optimization and agreeing to the work plan and budget for these activities (f) nomination and prioritization of Development Compounds for entry into development and agreeing to the work plan and budget for these activities (g) deciding on the long-term development plan for any Development Compound and/or on the appropriate stage and program to seek an outlicense partner (h) agreeing on any publication strategy for any results, data, discoveries or compounds from the Program