EXELIXIS INC. - DOW AGROSCIENCES LLC

AGREEMENT

This Agreement, effective upon the date of the last signature hereto (hereafter "Effective Date"), is between Exelixis, Inc. (hereafter "EXEL"), which has an office located at 170 Harbor Way, P.O. Box 511, South San Francisco, CA 94083-0511, and Dow AgroSciences llc (hereafter "DAS"), which has an office located at 9330 Zionsville Road, Indianapolis, IN 46268.

Whereas, EXEL has expertise in the field of functional genomics and model genetic systems;

Whereas, DAS has expertise in the field of fungicides and herbicides and will provide EXEL with DAS Historical Compounds (hereinafter defined);

Whereas, EXEL and DAS desire to use their respective expertise together in a Research Project (hereafter "RP") to identify genes encoding Cognate Target (as hereafter defined) sites or High Quality Molecular Target Sites (as hereafter defined), and then develop Research Milestones (as hereafter defined) based on these Cognate Target sites or High Quality Molecular Target Sites, and then use these Research Milestones to identify fungicides and herbicides that interact with these Cognate Target sites and High Quality Molecular Target Sites; and

Whereas, DAS will provide EXEL access to DAS Historical Compounds for screening for biological activity related to human therapeutic, diagnostic or vaccine products;

Now Therefore, EXEL and DAS (hereafter "Party" if singular or "Parties" if plural) agree as follows:

1. 
   
   DEFINITIONS

   1. "Active Ingredient" (hereafter "AI" if singular and "AIs" if plural) shall mean a compound that can be used as a fungicide or herbicide.

   2. "Adjustment Factor" or "AF" shall mean [ * ] in a Combination Product (as hereafter defined).

   3. "Affiliate" shall mean an enterprise or entity, directly or indirectly, owned or controlled by a Party, under common ownership or control with a Party, or which, directly or indirectly, owns or controls a Party. Ownership means at least a fifty (50) percent ownership interest, and control means the right to exercise management control. For purposes of this Section 1.3, the word "control" (including the correlative meanings "controlled by" or "under the common control with") shall mean the actual power, either directly or indirectly, through one or more intermediaries, to direct or cause the direction of the management and policies of such enterprise or entity, whether by the ownership of at least fifty (50) percent of the voting stock of such enterprise or entity, or by contract or otherwise.

   4. "Approved FH" shall mean a Fungicide/Herbicide (as hereafter defined) that DAS has received approval to sell in a Major Country (as hereafter defined) from the appropriate government authority in that Major Country.

   5. "Candidate Target" shall mean a [ * ] that confers resistance or hypersensitivity to a compound when its activity in the organism has been altered (i.e. suppressed or overexpressed).

   6. "Cognate Target" shall mean a [ * ] such as, for example, [ * ] which has been demonstrated by [ * ] that are agreed upon by the Joint Management Team (as hereafter defined), to encode a molecular target site of a fungicide or herbicide provided by DAS to EXEL during the course of the collaboration under this Agreement.

   7. "Cognate Target Assay" shall mean an assay, or an expression system, developed utilizing a Cognate Target that (i) [ * ] in the course of the collaboration under this Agreement, (ii) [ * ], and (iii) [ * ]
       

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