Exhibit 10.1
AGREEMENT ON MILESTONE PAYMENTS
AND ROYALTIES
This AGREEMENT ON MILESTONE PAYMENTS AND
ROYALTIES is entered into by and between ArQule, Inc. and
Daiichi Sankyo Co., Ltd. (collectively, the
“Parties”).
WHEREAS, the Parties have entered into that
certain Collaborative Research, Development and License Agreement
(the “Agreement”) on November 7, 2008;
WHEREAS, Section 5.4 of the Agreement
provides that the Parties shall negotiate in good faith and reach
agreement on an amendment to the Agreement or a separate agreement
to be executed by the Parties setting forth certain milestone
payments and royalties to be paid under the License Agreement for
each Licensed Product that is Developed and Commercialized under
the Agreement and/or a License Agreement and additional provisions
relating thereto; and
WHEREAS, the Parties have agreed upon the
milestone events, the amount of milestone payments and sales
milestone payments, and the royalty rates at this time, and to
negotiate other provisions later.
NOW, THEREFORE, in consideration of
the mutual promises set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which is
acknowledged by the Parties, the Parties hereto, intending to be
legally bound, hereby agree as follows:
1.
Terms which are defined in the Agreement are used herein as so
defined.
2
The Parties agree that the timing of milestone payments and the
amount of milestone payments and sales milestone payments and the
royalty rates to be included in each License Agreement are as
attached hereto as Exhibit A.
3
The Parties agree that any term and condition described in
E
