Common use of Sponsored Research Clause in Contracts

Sponsored Research. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) (a) ORTHO may at any time elect to sponsor research and development activities to be performed by CTI with respect to identifying, discovering, creating, optimizing and/or synthesizing Eligible Compounds (the "Sponsored Research Program"). Within ***** after ORTHO's election to implement the Sponsored Research Program, the Parties, working together in good faith, shall attempt to agree upon and approve a plan regarding the general scope of the research to be carried out under the Sponsored Research Program, together with reasonable detail regarding resource allocation, research direction and focus and related matters, for the first one (1) year of the Sponsored Research Program (such plan, if so agreed, being the "Initial R&D Plan"). If the Parties are unable to agree on such plan, then no Sponsored Research Program shall commence, and neither Party shall have any obligations under Section 5.01, 5.02 or 5.03 hereof. The Sponsored Research Program will be managed by CTI under the oversight of a subcommittee of the JDC (the "R&D Subcommittee") comprised of equal numbers of qualified CTI and ORTHO appointees (but no more than two (2) each) and chaired by an ORTHO appointee. CTI agrees to undertake the research and development activities described in the Initial R&D Plan (and any subsequent research plans adopted pursuant to subsection (c) below) unless otherwise agreed by the R&D Subcommittee and any such other activities under the Sponsored Research Program as are reasonably requested by the R&D Subcommittee. No material change shall be made to the Initial R&D Plan or any subsequent research plan adopted pursuant to subsection 5.01(c) below without the unanimous consent of the R&D Subcommittee. The research and development activities to be performed by CTI hereunder shall be conducted at and/or coordinated from the facilities of CTI under the supervision and direction of the director of the Sponsored Research Program. CTI shall be responsible for the administrative management and fiscal control of the research activities performed by CTI in support of the Sponsored Research Program, subject to compliance with the Initial R&D Plan and any subsequent research plans adopted pursuant to subsection (c) below and to the provisions of this Section 5.01 generally. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) (b) The R&D Subcommittee will meet as often as the Parties consider necessary but in no event less than quarterly for the purpose of monitoring progress and suggesting changes to the Initial R&D Plan and any subsequently adopted research plans, as appropriate. CTI shall provide the R&D Subcommittee, and, if requested, ORTHO, within ***** completion of each calendar quarter of the Sponsored Research Program and at other times if reasonably requested, with written progress reports summarizing the current status and progress of CTI's activities under the Sponsored Research Program and any issues relating thereto, and shall otherwise be reasonably available to meet to discuss the status and progress of the Sponsored Research Program. ORTHO shall have the right to arrange to visit CTI at its offices and laboratories and to discuss the Sponsored Research Program and its results in detail with the technical employees and consultants of CTI, provided that such visits shall be during -------- normal business hours and shall not unreasonably interrupt the operations of CTI. CTI shall retain separate dedicated laboratory notebooks of all research and development performed by CTI pursuant to the Sponsored Research Program. ORTHO shall have the right to audit such laboratory notebooks not more frequently than twice per one year term of the Sponsored Research Program and once in the one year period following the termination of the Sponsored Research Program on reasonable advance notice to CTI. Such laboratory notebooks shall be retained for a period of ***** following the termination of the Sponsored Research Program, and if any Patent applications relating to the Program have been filed, then such laboratory notebooks shall be retained until the expiration of such Patents. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.) (c) The initial term of the Sponsored Research Program shall commence on the date specified in the Initial R&D Plan and shall terminate on the first anniversary thereof. ORTHO shall be entitled to elect to renew the Sponsored Research Program for additional one year periods, exercisable upon delivery of written notice to CTI in each case not later than ***** prior to the expiration date of each term of the Sponsored Research Program. During the ***** prior to the expiration date of each term of the Sponsored Research Program, the Parties shall discuss and endeavor to agree upon research and development plans for the next term of the Sponsored Research Program.

Sponsored Research. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed 2.1 Principal Investigator will use his reasonable professional efforts to perform the Research in accordance with the CommissionResearch Plan; however, failure to complete all aspects of the Research or to achieve any particular result(s) shall not, in the absence of other factors, be deemed a breach of this Agreement.) 2.2 The Research will be directed and supervised by the Principal Investigator, who shall have primary responsibility for the performance of the Research. If the Principal Investigator ceases to supervise the Research for any reason, MCPHS will so notify Company, and MCPHS may attempt to find among the scientists at MCPHS, a scientist or scientists acceptable to Company to assume the supervision of the Research in place of such Principal Investigator. If MCPHS does not propose to Company any scientist(s) to assume supervision of the Research, or if the scientist(s) so proposed is/are unacceptable to Company, then Company in its sole and absolute discretion, within sixty (60) days after receipt of such notice may elect to terminate this Agreement, including funding of the Research. Company shall promptly advise MCPHS in writing if Company so elects. Such termination shall terminate all obligations pursuant to Paragraph 2.1 above with respect to the Research. 2.3 The scope of work attempted to be directed by Principal Investigator under this Agreement shall be limited to the Research and the Research Period. (a) ORTHO may at any time elect to sponsor research and development activities to be performed by CTI with respect to identifying, discovering, creating, optimizing and/or synthesizing Eligible Compounds (the "Sponsored Research Program"). Within ***** after ORTHO's election to implement the Sponsored Research Program, the Parties, working together in good faith, Company shall attempt to agree upon and approve a plan regarding the general scope of the research to be carried out under the Sponsored Research Program, together with reasonable detail regarding resource allocation, research direction and focus and related matters, for the first one (1) year of the Sponsored Research Program (such plan, if so agreed, being the "Initial R&D Plan"). If the Parties are unable to agree on such plan, then no Sponsored Research Program shall commence, and neither Party shall have any obligations under Section 5.01, 5.02 or 5.03 hereof. The Sponsored Research Program will be managed by CTI under the oversight of a subcommittee of the JDC (the "R&D Subcommittee") comprised of equal numbers of qualified CTI and ORTHO appointees (but no more than two (2) each) and chaired by an ORTHO appointee. CTI agrees to undertake the research and development activities described in the Initial R&D Plan (and any subsequent research plans adopted pursuant to subsection (c) below) unless otherwise agreed by the R&D Subcommittee and any such other activities under the Sponsored Research Program as are reasonably requested by the R&D Subcommittee. No material change shall be made to the Initial R&D Plan or any subsequent research plan adopted pursuant to subsection 5.01(c) below without the unanimous consent of the R&D Subcommittee. The research and development activities to be performed by CTI hereunder shall be conducted at and/or coordinated from the facilities of CTI under the supervision and direction of the director of the Sponsored Research Program. CTI shall be responsible for the administrative management and fiscal control of the research activities performed by CTI pay MCPHS in support of the Sponsored Research Program, subject to compliance during the Research Period an aggregate amount of three hundred thousand dollars ($300,000). Such amount shall be paid in accordance with the Initial R&D Plan and any subsequent research plans adopted pursuant to subsection (c) below and to the provisions schedule set forth in Appendix C of this Section 5.01 generally. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the CommissionAgreement, entitled, “Research Sponsorship Payment Schedule”.) (b) The R&D Subcommittee will meet as often as Checks should be made payable to ________________and should identify Company and the Parties consider necessary but in no event less than quarterly for the purpose of monitoring progress Principal Investigator and suggesting changes to the Initial R&D Plan and any subsequently adopted research plans, as appropriate. CTI shall provide the R&D Subcommittee, and, if requested, ORTHO, within ***** completion of each calendar quarter of the Sponsored Research Program and at other times if reasonably requested, with written progress reports summarizing the current status and progress of CTI's activities under the Sponsored Research Program and any issues relating thereto, and shall otherwise be reasonably available to meet to discuss the status and progress of the Sponsored Research Program. ORTHO shall have the right to arrange to visit CTI at its offices and laboratories and to discuss the Sponsored Research Program and its results in detail with the technical employees and consultants of CTI, provided that such visits shall be during -------- normal business hours and shall not unreasonably interrupt the operations of CTI. CTI shall retain separate dedicated laboratory notebooks of all research and development performed by CTI pursuant to the Sponsored Research Program. ORTHO shall have the right to audit such laboratory notebooks not more frequently than twice per one year term of the Sponsored Research Program and once in the one year period following the termination of the Sponsored Research Program on reasonable advance notice to CTI. Such laboratory notebooks shall be retained for a period of ***** following the termination of the Sponsored Research Program, and if any Patent applications relating to the Program have been filed, then such laboratory notebooks shall be retained until the expiration of such Patents. (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commissionsent to: ______________ ______________ Attn.): Director (c) Company shall not be obliged to expend funds in excess of those provided under this Article to conduct the Research. (d) Nothing in this Agreement shall be interpreted to prohibit MCPHS or the Principal Investigator from seeking and receiving funding from non-commercial sources, including government agencies and foundations, or from commercial entities for non-commercial purposes, to further support the Research; provided that such funding shall not be on terms that give such entity(ies) any rights to use any Invention(s), or Biological Materials (subject to any non-exclusive license for governmental purposes or other governmental or non-commercial rights reserved by a sponsor(s) as a condition of award of such funding). The initial term Principal Investigator shall notify Company (i) upon making application for and (ii) upon receipt of any such funding. 2.5 Principal Investigator shall submit written, quarterly reports to Company, setting forth the Research Results in sufficient detail to keep Company reasonably apprised of the Sponsored Research Program shall commence progress of the Research. The first such report will be due on or before the date specified three (3) months after the Effective Date. Within sixty (60) days after the earlier of (i) expiration of the Research Period or (ii) termination of this Agreement, the Principal Investigator shall submit a comprehensive, final written report to Company. (a) Prior to public presentation or submission to a journal, the Principal Investigator agrees to submit for review to Company Representative the content of any manuscript, abstract, or presentation containing data and results of the Research. (b) Within 30 days of receipt of an early draft manuscript or an abstract or presentation from Principal Investigator, Company shall submit its comments, if any, to the Principal Investigator. The Principal Investigator shall make good faith efforts to incorporate and address all of the Company’s comments. The Principal Investigator, however, has sole decision-making authority over publication content. (c) If Company has reason to believe that any such manuscript or abstract reveals a potentially patentable Invention, Company shall so notify MCPHS and Principal Investigator in writing within the Initial R&D Plan time period indicated in subparagraph 2.6(b), above. In such case, Principal Investigator agrees to delay publication or public presentation, for purposes of patent filing, until the earliest to occur of the following: (i) the date of which a U.S. patent application has been filed by Company; or (ii) 60 days after the date of such notification by Company. 2.7 Principal Investigator will promptly report any Invention to Company. 2.8 MCPHS and Principal Investigator shall terminate on the first anniversary thereof. ORTHO act hereunder only as independent contractors, and nothing contained in this Agreement shall be entitled construed to elect be inconsistent with that relationship or status. Under no circumstances shall MCPHS or any of its faculty, staff, students or agents, including without limitation Principal Investigator, be considered to renew the Sponsored Research Program for additional one year periods, exercisable upon delivery be an employee or agent of written notice to CTI in each case not later than ***** prior to the expiration date of each term of the Sponsored Research Program. During the ***** prior to the expiration date of each term of the Sponsored Research Program, the Parties shall discuss and endeavor to agree upon research and development plans for the next term of the Sponsored Research ProgramCompany.

Sponsored Research. (The information below marked by Promptly following the execution of this Agreement, the Parties agree to use reasonable efforts to negotiate and to endeavor to agree upon the terms of and enter into a Research Agreement pursuant to which Maxygen would sponsor a minimum of [***** has been omitted by a request ] Avidia FTE (full time equivalent) for confidential treatment. The omitted portion has been separately filed with the Commission.) (a) ORTHO may at any time elect to sponsor research and development activities to be performed by CTI with respect to identifying, discovering, creating, optimizing and/or synthesizing Eligible Compounds (the "Sponsored Research Program"). Within [***** after ORTHO's election to implement ] year for agreed research on the Sponsored Research ProgramLicensed Products, the Parties, working together in good faith, shall attempt to agree upon and approve a plan regarding the general scope at an annual FTE rate of the research to be carried out under the Sponsored Research Program, together with reasonable detail regarding resource allocation, research direction and focus and related matters, for the first one (1) year of the Sponsored Research Program (such plan, if so agreed, being the "Initial R&D Plan"). If the Parties are unable to agree on such plan, then no Sponsored Research Program shall commence, and neither Party shall have any obligations under Section 5.01, 5.02 or 5.03 hereof. The Sponsored Research Program will be managed by CTI under the oversight of a subcommittee of the JDC (the "R&D Subcommittee") comprised of equal numbers of qualified CTI and ORTHO appointees (but no more than two (2) each) and chaired by an ORTHO appointee. CTI agrees to undertake the research and development activities described in the Initial R&D Plan (and any subsequent research plans adopted pursuant to subsection (c) below) unless otherwise agreed by the R&D Subcommittee and any such other activities under the Sponsored Research Program as are reasonably requested by the R&D Subcommittee. No material change shall be made to the Initial R&D Plan or any subsequent research plan adopted pursuant to subsection 5.01(c) below without the unanimous consent of the R&D Subcommittee. The research and development activities to be performed by CTI hereunder shall be conducted at and/or coordinated from the facilities of CTI under the supervision and direction of the director of the Sponsored Research Program. CTI shall be responsible for the administrative management and fiscal control of the research activities performed by CTI in support of the Sponsored Research Program, subject to compliance with the Initial R&D Plan and any subsequent research plans adopted pursuant to subsection (c) below and to the provisions of this Section 5.01 generally. (The information below marked by [***** has been omitted by a request for confidential treatment]. The omitted portion terms of any such agreement, including an agreed research plan, detailing specific activities to be conducted by Avidia, shall be reflected in a written agreement executed between the Parties. If within sixty (60) days of the Effective Date such a written agreement has not been separately filed with the Commission.) (b) The R&D Subcommittee will meet as often as the Parties consider necessary but entered by Maxygen and Avidia, then in no event less than quarterly for the purpose lieu of monitoring progress and suggesting changes such an agreement, Maxygen shall promptly pay to the Initial R&D Plan and any subsequently adopted research plans, as appropriate. CTI shall provide the R&D Subcommittee, and, if requested, ORTHO, within Avidia $[***** completion of each calendar quarter ] and prior to the first anniversary of the Sponsored Research Program and Effective Date, Maxygen shall spend at other times if reasonably requested, with written progress reports summarizing the current status and progress of CTI's activities under the Sponsored Research Program and any issues relating thereto, and shall otherwise be reasonably available to meet to discuss the status and progress of the Sponsored Research Program. ORTHO shall have the right to arrange to visit CTI at its offices and laboratories and to discuss the Sponsored Research Program and its results in detail with the technical employees and consultants of CTI, provided that such visits shall be during -------- normal business hours and shall not unreasonably interrupt the operations of CTI. CTI shall retain separate dedicated laboratory notebooks of all research and development performed by CTI pursuant to the Sponsored Research Program. ORTHO shall have the right to audit such laboratory notebooks not more frequently than twice per one year term of the Sponsored Research Program and once in the one year period following the termination of the Sponsored Research Program on reasonable advance notice to CTI. Such laboratory notebooks shall be retained for a period of least another $[***** following ] on research and/or development with regard to Licensed Products that may be performed, at Maxygen’s sole election, either internally by Maxygen and/or on behalf of Maxygen by one or more Third Parties. Commencing on the termination of the Sponsored Research Program, and if any Patent applications relating to the Program have been filed, then such laboratory notebooks shall be retained until the expiration of such Patents. (The information below marked by [****] of the Effective Date and ending on the earlier of (a) the date that the first IND for a Licensed Product is filed in the Territory, or (b) Maxygen notifies Avidia * Certain information on this page has been omitted by a request for confidential treatmentand filed separately with the Securities and Exchange Commission. The omitted portion Confidential treatment has been separately filed requested with respect to the Commission.) (c) The initial term omitted portions. that it is terminating its license hereunder, Maxygen shall make annual expenditures of the Sponsored Research Program shall commence on the date specified in the Initial R&D Plan and shall terminate on the first anniversary thereof. ORTHO shall be entitled to elect to renew the Sponsored Research Program for additional one year periods, exercisable upon delivery of written notice to CTI in each case not later than at least [***** prior to the expiration date of each term of the Sponsored Research Program. During the ] dollars ($[***** prior ]) per year on research and/or development relating to the expiration date relevant Avidia Target and Licensed Products and shall provide Avidia with written evidence that such expenditures were made. At Maxygen’s sole discretion, such additional expenses may be incurred for activities (y) conducted by Avidia on behalf of each term Maxygen, or (z) conducted by Maxygen or by one or more Third Parties on behalf of the Sponsored Research Program, the Parties shall discuss and endeavor to agree upon research and development plans for the next term of the Sponsored Research ProgramMaxygen.