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VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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Agreement, BI shall not have any further right to classify such BACE Collaboration Compound as Potential Development Candidate, and Vitae shall be free to Develop and Commercialize such compound for Non-Core Indications.


(c)                                  The Parties understand and agree that BI shall have the final decision-making authority to Develop such Potential Development Candidate, BACE Collaboration Compounds or BI BACE Compounds which BI deems most promising.


(d)                                 Any Potential Development Candidate or BACE Collaboration Compound selected by Vitae for Development and Commercialization in Non-Core Indications shall no longer be deemed a Potential Development Candidate and shall no longer be available to BI for selection as a Development Candidate.


4.7.2                     Development Candidate Selection. BI and Vitae shall use Diligent Efforts to select Potential Development Candidates or BI BACE Compounds that meet the Development Candidate and backup Development Candidate selection criteria agreed upon by the Parties. If (i) Vitae recommends that BI selects a particular Potential Development Candidates, which in Vitae’s reasonable judgment satisfies the Development Candidate selection criteria agreed upon by the Parties, as a Development Candidate, and (ii) BI (a) declines to select such compound as a Development Candidate and (b) fails to select any Potential Development Candidate as a Development Candidate within **** after Vitae’s first Development Candidate recommendation, or has not already selected any Potential Development Candidate as a Development Candidate, then any such Potential Development Candidate(s) rejected by BI as Development Candidates shall each remain a BACE Collaboration Compound and shall no longer be considered a Potential Development Candidate, and Vitae shall have the right (but not the obligation) to pursue Development of such BACE Collaboration Compound(s) at Vitae’s sole expense for Non-Core Indications pursuant to the procedure outlined in Section 4.7.1.


4.7.3                     BI Activities. BI shall use Diligent Efforts to perform all in vivo and preclinical activities in accordance with the Research Plan and as determined by the JRC.


4.7.4                     Funding. BI shall bear the costs and expenses in connection with fulfilling its obligations for the Research Collaboration in accordance with Sections 4.7 and 9.2.


4.7.5                     Reports. BI will work with Vitae to provide a report to the JRC at the end of each calendar quarter detailing the progress made on the Research Collaboration by the Parties. If key clinical or other data are obtained by BI between JRC, JDC or JSC meetings, BI shall promptly report such data to Vitae; and such reports should be substantially contemporaneous with the disclosure of the same data to BI’s senior management.


5.                                      DEVELOPMENT OF PRODUCTS.


5.1                               General. BI shall use Diligent Efforts to Develop Products, and will have sole responsibility for the performance of all Development activities. It is the intention of this Research Collaboration to move a minimum of **** into Development at the earliest opportunity. Without limiting the foregoing,




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