Exhibit 10.51
 Redacted Copy
 [ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
 License Agreement
 By And Between
 Novartis International Pharmaceutical Ltd.
 And
 Array BioPharma, Inc .




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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 TABLE OF CONTENTS
 Page1. DEFINITIONS AND INTERPRETATION
    
    
    22. LICENSE
    
    
    183. GOVERNANCE
    
    
    224. DISCLOSURE OF ARRAY KNOW-HOW & COOPERATION
    
    
    255. DEVELOPMENT
    
    
    276. MANUFACTURING
    
    
    377. COMMERCIALIZATION
    
    
    408. FINANCIAL PROVISIONS
    
    
    469. REPORTS AND PAYMENT TERMS
    
    
    5310. INTELLECTUAL PROPERTY RIGHTS
    
    
    5711. CONFIDENTIALITY
    
    
    6212. TERM AND TERMINATION
    
    
    6413. EFFECT OF TERMINATION
    
    
    6814. REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    7315. INDEMNIFICATION; LIABILITY
    
    
    7816. PUBLICATIONS AND PUBLICITY
    
    
    8117. GENERAL PROVISIONS
    
    
    83
 EXHIBIT A
    
    
    
    ARRAY PATENTSEXHIBIT B
    
    
    
    SAMPLE INVOICEEXHIBIT C
    
    
    
    DEVELOPMENT PLANEXHIBIT D
    
    
    
    EXISTING QUANTITIES OF PRODUCTEXHIBIT E
    
    
    
    CALCULATION OF ROYALTY RATE REDUCTIONEXHIBIT F
    
    
    
    NOVARTIS POLICY ON CORPORATE CITIZENSHIP AND NOVARTIS CORPORATE CITIZENSHIP GUIDELINE #5EXHIBIT G
    
    
    
    AZ INVENTORSEXHIBIT H
    
    
    
    AZ NON-ROFD COMPOUNDS




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LICENSE AGREEMENT
 Agreement th Effective Date Novartis . Array Party Parties
 RECITALS
    1. DEFINITIONS AND INTERPRETATION
 1.1 Definitions .
 Accounting Standards
 Accrued Array Development Costs
 Affiliate provided
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Agreement
 Alliance Manager
 Alternative Change of Control
 Alternative Company
 Array
 Array Aggregate Cap
 Array Annual Cap
 Array Co-Detail Effort
 Array Compounds
 Array Development Activities
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brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Array Development Costs
 Array Group
 Array Indemnitees
 Array Know-How
 Array Lead Indication
 Array Patents Exhibit A
 Array Technology
 Audit Rights Holder
 Audit Team
 Auditee
 AZ
 AZ Agreement
 AZ Candidate Drugs
 AZ Compounds
 AZ Licensed Products
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brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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AZ Non-ROFD Compounds
 AZ Termination Date
 Business Day
 Calendar Quarter
 Calendar Year st
 Change of Control
 Claims
 Co-Detail Meeting
 Co-Detail Notice
 Co-Detail Option
 Co-Detail Option Exercise Notice
 Co-Detailed Product
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brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Co-Detailing/Co-Detail
 Co-Detailing Agreement
 Code
 Combination Product
 Commercialization Plan
 Commercialize Commercialization
 Commercially Reasonable Efforts
 Committees
 Competing Product provided
 Competing Product Infringement
 Confidential Information
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brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Conforming Compound or Product
 Contract Year st nd rd
 Control Controlled
 Current Trial
 Decision Period
 Detail Detail Detailing
 Develop Development
 Development Budget
 Development Costs
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(a)
    
    internal scientific, medical or technical personnel engaged
in such efforts, which costs shall be determined based on the FTE Rate and
represented in the FTE Costs;(b)
    
    clinical supply, including without limitation
(i) Out-of-Pocket Costs and/or FTE Costs incurred in manufacturing or
procuring clinical supplies, including reasonable Out-of-Pocket Costs and/or
FTE Costs incurred in connection with the development of the manufacturing
process for such clinical supplies, but excluding any capital expenditures or
qualification or validation expenses relating to any manufacturing facility,
(ii) Out-of-Pocket Costs and/or FTE Costs incurred to purchase and/or package
placebos and comparator drugs, and (iii) Out-of-Pocket Costs and/or FTE Costs
incurred in disposal of clinical samples;(c)
    
    Regulatory Filings to the extent such costs are to be
considered Development Costs in accordance with the overall Development Plan;
and(d)
    
    identification, synthesis, qualification and/or validation
batches of the Array Compounds and/or Products.
  Development Plan Exhibit C
 Dominating Patent Rights
 Effective Date
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EMEA
 Encumbrance
 Enforcement
 Enforcement Costs
 Effective Date
 Existing Product Cost
 Existing Quantities of Product
 Ex-Oncology Field
 FDA
 Field
 First Commercial Sale provided provided
 FPFV First Patient First Visit
 FTE [***]
 FTE Costs
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FTE Rate [***]
 Fully Burdened Manufacturing Cost(s)
 Generic Equivalent
 Good Faith Pending Claim
 ICC
 IND
 Indemnification Claim Notice
 Indemnified Party
 Indemnifying Party
 Initial Product
 Insolvency Event Receiver
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Joint Development Committee JDC
 Joint Know-How
 Joint Patents
 Joint Technology
 Know-How
 Lead Compound
 [***]
 MAA
 Major EU Countries
 Major Indication [***]
 Manufacturing Patent Rights
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brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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MEK
 MEK Modulator [***]
 MHLW
 Minor Indication
 MTD
 Milestones
 Milestone Payments
 NDA
 Net Sales
 (a)
    
    Normal and customary trade and quantity discounts actually
allowed and properly taken directly with respect to sales of such Product;(b)
    
    Amounts repaid or credited by reason of defects, rejection,
recalls, returns, rebates and allowances of goods, or because of retroactive
price reductions specifically identifiable to such Product;(c)
    
    Chargebacks and other amounts paid on the sale or dispensing of
such Product;(d)
    
    Amounts payable resulting from governmental (or agency thereof)
mandated rebate programs;(e)
    
    Third Party cash rebates and chargebacks related to sales of
such Product, to the extent actually allowed;(f)
    
    Tariffs, duties, excise, sales, value-added, and other taxes
(other than taxes based on income);
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(g)
    
    Retroactive price reductions that are actually allowed or
granted;(h)
    
    Cash discounts for timely payment;(i)
    
    Delayed ship order credits;(j)
    
    Discounts pursuant to indigent patient programs and patient
discount programs, including, without limitation, Together Rx and coupon
discounts;(k)
    
    All freight, postage and insurance included in the invoice
price;(l)
    
    Amounts repaid or credited for uncollectible amounts on
previously sold units of such Product; and(m)
    
    [***]for distribution and warehousing expenses.
   (i)
    
    In the case of any sale or other disposal of a Product between
or among Novartis and its Affiliates, and Sublicensees for resale, Net Sales
shall be calculated as above only on the value charged or invoiced on the first
arms-length sale thereafter to a Third Party;(ii)
    
    In the case of any sale which is not invoiced or is delivered
before invoice, Net Sales shall be calculated at the time all of the revenue
recognition criteria under Novartis Accounting Standards are met;(iii)
    
    In the case of any sale or other disposal for value, such as
barter or countertrade, of any Product, or part thereof, otherwise than in an
arms-length transaction exclusively for money, Net Sales shall be calculated
as above on the fair market value of the non-cash consideration received as
agreed by the Parties or the fair market price (if higher) of the Product in
the country of sale or disposal; and(iv)
    
    In the event that the Product is sold as a Combination Product,
the Net Sales of the Product, for the purpose of determining royalty payments,
shall be determined by multiplying the Net Sales (as defined above in this
Section) of the Combination Product by the fraction A/(A+B), where A is
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the weighted (by sales volume) average sales price in a particular country
of the Product when sold separately in finished form and B is the weighted
average sales price in that country of the other product(s) sold separately
in finished form. In the event that such average sales price cannot be
determined for both the Product and the other product(s) in the combination,
Net Sales for purposes of determining royalty payments shall be agreed by
the Parties based on the relative value contributed by each component, and
such agreement shall not be unreasonably withheld.
 Novartis
 Novartis Development Activities
 Novartis Indemnitees
 Ongoing Studies
 Opt-Out Effective Time
 Opt-Out Notice
 Opt-Out Option
 Out-of-Pocket Costs
 Party Parties
 Patent Rights
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brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Person
 Personal Information
 Pharmacovigilance Agreement
 Phase I Clinical Trial
 Phase II Clinical Trial
 Phase III Clinical Trial
 Prescriber
 Product
 Product Marks
 Project Team
 Regulatory Approval
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brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Regulatory Authority
 Regulatory Filings
 Related Compounds
 (a)
    
    prodrugs and active metabolites thereof (provided in the case
of active metabolites that such metabolites are themselves MEK Modulators);(b)
    
    all stereoisomers and diastereoisomers thereof and of the
compounds described in Sections (a), (c), (d), (e) and (f);(c)
    
    all tautomers, including purified tautomers, the corresponding
tautomeric mixtures and any combination of tautomers in any degree of
tautomeric purity thereof and of the compounds described in Sections (a), (b),
(d), (e), and (f);(d)
    
    all salt forms and esters thereof and of the compounds
described in Sections (a), (c), (e), and (f);(e)
    
    all crystal and amorphous forms thereof and of the compounds
described in Sections (a), (d) and (f); and(f)
    
    all derivatives of such compound or the compounds described in
Sections (a), (b) and (c) consisting of one or more atoms substituted with a
radio isotope of the same element (including derivatives containing deuterium
substituted for hydrogen).
 Responsible Party
 Restricted Period
 Restricted Product
 Royalty Floor
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Royalty Term
 Sales & Royalty Report
 Senior Officers [***] [***]
 Significant Pharmaceutical Company [***]
 Significant Pharmaceutical Company Group
 Sublicensee Sublicense Sublicensee
 Technology Transfer
 Territory
 Third Party
 Third Party IP
 Transition Date
 United States US
 USD, United States Dollar, US Dollar, US$
 Valid Claim
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brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Wind-down Period
 Withdrawal Notice
 1.2 Interpretation .
 (a)
    
    includes and including shall mean respectively includes
and including without limitation;(b)
    
    a statute or statutory instrument or any of their
provisions is to be construed as a reference to that statute or statutory
instrument or such provision as the same may have been or may from time to
time hereafter be amended or re-enacted;(c)
    
    words denoting the singular shall include the plural and
vice versa and words denoting any gender shall include all genders;(d)
    
    the Exhibits and other attachments form part of the
operative provision of this Agreement and references to this Agreement shall,
unless the context otherwise requires, include references to the Exhibits and
attachments;(e)
    
    the headings in this Agreement are for information only and
shall not be considered in the interpretation of this Agreement; and(f)
    
    the Parties agree that the terms and conditions of this
Agreement are the result of negotiations between the Parties and that this
Agreement shall not be construed in favor of or against any Party by reason
of the extent to which any Party participated in the preparation of this
Agreement.
 2. LICENSE
 2.1 License Grant .
 (a)
    
    Subject to the terms and conditions of this Agreement,
Array hereby grants to Novartis an exclusive, sub-licensable (to the extent
permitted pursuant to Section 2.2) license, under the Array Technology and
Arrays interest in any Joint Technology to research, Develop, make, use,
import, offer for sale, sell and otherwise Commercialize, or to have any of
the foregoing done on its behalf (as provided in Section 2.2), the Array
Compounds and Products in the Territory. It is understood that with respect
to ARRY-162, ARRY-300, Related Compounds of ARRY-162 and ARRY-300, as well as
the AZ Non-ROFD Compounds and Related Compounds of the AZ Non-ROFD Compounds,
the foregoing
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license shall extend to the entire Field, including the Ex-Oncology Field.
With respect to all other Array Compounds, the foregoing license shall
extend to the entire Field other than the Ex-Oncology Field unless and
until any such Array Compound becomes an AZ Non-ROFD Compound, at which
time the foregoing license with respect to such AZ Non-ROFD Compound shall
extend to the entire Field, provided that, notwithstanding the foregoing,
Array agrees that it will not license such other Array Compounds at any
time to any Third Party (other than to AZ as a result of a request by
Novartis under Section 14.3(a)(vii) that Array trigger the Right of First
Discussion under the AZ Agreement).(b)
    
    Subject to the terms and conditions of this Agreement and
to the extent not inconsistent with Arrays obligations under the AZ
Agreement, Array hereby grants to Novartis an exclusive, sub-licensable (to
the extent permitted pursuant to Section 2.2) license, under the Patent
Rights and Know-How, in each case that are Controlled by Array, including
Arrays interest in any Joint Technology, to research, Develop, make, use,
import, offer for sale, sell and otherwise Commercialize, or to have any of
the foregoing done on its behalf (as provided in Section 2.2), the AZ
Candidate Drugs and AZ Licensed Products in the Ex-Oncology Field in the
Territory.(c)
    
    For the avoidance of doubt, the foregoing licenses are
exclusive to Novartis and Array has no retained rights with respect to the
Array Compounds and Products in the Field in the Territory, except for (i)
with respect to Array Compounds which are AZ Compounds (other than AZ
Non-ROFD Compounds), the rights necessary to comply to the extent applicable
with the Right of First Discussion under Section 4.4 of the AZ Agreement and
with the terms of any license granted to AZ pursuant to such Right of First
Discussion, and (ii) the activities to be undertaken by or on behalf of Array
pursuant to the terms of this Agreement.
 2.2 Sublicense and Subcontract Rights .
 (a)
    
    Novartis may exercise its rights and perform its
obligations under this Agreement itself or through any of its Affiliates
without the prior written consent of Array.(b)
    
    In connection with exercising its rights and obligations
under this Agreement, Novartis may Sublicense or subcontract to Third Parties
the performance of tasks and obligations with respect to the Development,
manufacture and/or Commercialization of Products as Novartis deems
appropriate and without the prior written consent of Array; provided,
that (i) Novartis remains the primary party performing Development and
Commercialization of such Product in the United States and Major EU Countries
and (ii) Novartis shall remain responsible to Array for all
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activities of its Affiliates and Sublicensees to the same extent as if
such activities had been undertaken by Novartis itself.(c)
    
    Novartis shall remain responsible for its obligations under
this Agreement that have been delegated, subcontracted or sublicensed to any
of its Affiliates, Sublicensees and/or subcontractors.
 2.3 No Other Rights .
 2.4 Exclusivity; Non-Competes .
 (a)
    
    [***], neither Array nor any of its Affiliates will
conduct, intentionally enable or participate in, directly or indirectly
(including by licensing or otherwise granting rights to any Third Party)
[***]. For the avoidance of doubt, nothing in this Section 2.4(a) shall
limit or restrict the right of Array or any of its Affiliates to conduct,
enable or participate in [***]. In addition, notwithstanding the foregoing,
Array shall have the right to [***].(b)
    
    [***], neither Novartis nor any of its Affiliates will
conduct, intentionally enable or participate in, directly or indirectly
(including by licensing or otherwise granting rights to any Third Party)
[***]. For the avoidance of doubt, nothing in this Section 2.4(b) shall
limit or restrict the right of Novartis or its Affiliates to conduct, enable
or participate in [***]. In addition, notwithstanding the foregoing,
Novartis shall have the right to [***]. The Parties acknowledge that
Novartis is a party to an agreement with a Significant Pharmaceutical Company
for the purpose of [***]. Pursuant to such agreement, [***].(c)
    
    If a Party or any of its Affiliates signs a definitive
agreement whereby it would merge with a Person (or an Affiliate thereof) that
is conducting clinical development of or Commercializing any Competing
Product, or acquire, be acquired by or otherwise be merged with a Person (or
an Affiliate thereof) that is conducting clinical development of or
Commercializing any Competing Product, in each case in a manner that would
result in a violation of Section 2.4(a) or 2.4(b) above, as applicable (each
such Competing Product that would lead to such a violation, a Restricted
Product), then such Party or its Affiliate shall promptly notify the other
Party in writing and, shall elect as promptly as
reasonably possible but in no event later than three (3) months after the
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closing date of such definitive agreement (such period, the Decision
Period), to do one of the following within a maximum period of [***]
after the expiry of the Decision Period (such period, the Restricted
Period): (A) in the case of both Array and Novartis, divest itself of
such Restricted Product and notify the other Party in writing of such
divesture or (B) in the case of Novartis, terminate this Agreement in
accordance with Section 12.5. Divestiture of a Restricted Product may
include an outright sale or an exclusive license under which the licensor
does not retain any rights to conduct or alter clinical development or
commercialization activities with respect to the Restricted Product. For
clarity, the Development or Commercialization of such Restricted Product
during the Restricted Period shall not constitute a violation of
Section 2.4(a) or 2.4(b).(d)
    
    Notwithstanding the other provisions of this Section 2.4:
 (i)
    
    In the event of a Change of Control of Array,
the Significant Pharmaceutical Company and its Affiliates other than
the Array Group (collectively, the Significant Pharmaceutical Company
Group) will not be deemed to be Affiliates of Array for purposes of
Section 2.4 and the definitions of Array Patents or Array KnowHow,
provided, that, and only so long as (A) no Array Patent Rights
or confidential Array Know-How are used by, or disclosed in any
material manner to, such Significant Pharmaceutical Company Group, for
use with a Competing Product, (B) the Significant Pharmaceutical
Company Group segregates the Array Groups personnel and activities
with respect to the Product or Array Compounds from all programs of the
Significant Pharmaceutical Company Group directed to the development
and/or commercialization of Competing Product(s), and (C) to the extent
such Significant Pharmaceutical Company Group Controls Dominating
Patent Rights, Novartis is hereby granted a worldwide, non-exclusive,
sublicensable (subject to the limitations set forth in Section 2.2(b)
above) license under such Dominating Patent Rights to research,
Develop, make, use, import, offer for sale, sell and otherwise
Commercialize (or to have any of the foregoing done on its behalf) the
Array Compounds and Products being Commercialized, or for which
clinical trials are being conducted, by Novartis at the time of such
Change of Control (or if such Change of Control occurs prior to the
[***]of the Effective Date, then for which clinical trials are being
conducted by Novartis at any time thereafter until the [***]of the
Effective Date), in each case in the Field and in the Territory.
Furthermore, in the Event of a Change of Control, Novartis shall have
the rights set forth in Section 12.4. For the purposes hereof, the
Array Group
includes Array and its controlled Affiliates as in existence
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immediately prior to announcement of the Change of Control.
Notwithstanding the foregoing, if the Significant Pharmaceutical
Company is AstraZeneca or its affiliate, then a license, disclosure
or performance under the AZ Agreement shall not be deemed to violate
the conditions of (A) above (i.e., AstraZeneca and its affiliates
shall not be deemed to be Affiliates of Array under this Section
2.4(d)(i) solely because of a license, performance or disclosure
under the AZ Agreement).
 (ii)
    
    In the event of an Alternative Change of
Control of Array, (A) the Alternative Company and its Affiliates will
be deemed to be Affiliates of Array except for purposes of the
definitions of Array Patents or Array KnowHow and (B) Novartis shall
be granted a worldwide, non-exclusive, sublicensable (subject to the
limitations set forth in Section 2.2(b) above) license under any
Dominating Patent Rights of the Alternative Company or its Affiliates
to research, Develop, make use, import, offer for sale, sell and
otherwise Commercialize (or to have any of the foregoing done on its
behalf) the Array Compounds and Products being Commercialized, or for
which clinical trials are being conducted, by Novartis at the time of
such Alternative Change of Control (or if such Alternative Change of
Control occurs prior to the [***]of the Effective Date, then for which
clinical trials are being conducted by Novartis at any time thereafter
until the [***]of the Effective Date), in each case for use in the
Field and in the Territory. For the avoidance of doubt, Section 2.4
will apply to the Alternate Company and its Affiliates in all cases
from and after the closing date of the Alternative Change of Control.(iii)
    
    The licenses to Dominating Patent Rights
granted to Novartis under Section 2.4(d)(i)(C) and 2.4(d)(ii)(B): (A)
shall be fully paid and royalty free except to the extent such
Dominating Patent Rights have been in-licensed or otherwise acquired by
the entity granting the license hereunder from a Third Party, in which
case Novartis shall have the option to (1) accept the grant of such
license and reimburse such entity for any payments owing to such Third
Party by reason of Novartis exercise of rights granted under this
section with respect to such Dominating Patent Rights or (2) reject the
grant of such license and have no payment obligation to such entity and
(B) shall continue in effect until the termination of the license
granted to Novartis under Section 2.1.
 3. GOVERNANCE
 3.1 Alliance Managers .
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Alliance Manager
 3.2 Joint Development Committee .
 (a)
    
    The Parties will establish a Joint Development Committee,
composed of three (3) senior executives of Array and three (3) senior
executives of Novartis or its Affiliates, one (1) of which will be the
appointing Partys Alliance Manager, one (1) of which will have
responsibility for Development activities within the appointing Partys
organization, and one (1) of which will have responsibility for
Commercialization activities within the appointing Partys organization.
Within thirty (30) days following the Effective Date, each Party will
designate its initial member to serve on the JDC and notify the other Party
of the dates of availability for the first meeting of the JDC. Each Party
may replace its representatives on the JDC on written notice to the other
Party, provided that each such new representative shall possess a
level of authority with respect to activities hereunder comparable to the
representative being replaced.(b)
    
    The JDC will: (i) oversee the Know-How and technology
transfers contemplated in Article 4 and Section 6.2 of this Agreement;
(ii) oversee the collaborative activities of the Parties under this
Agreement; (iii) review, discuss and oversee the Parties Development
activities with respect to the Array Compounds and the Products; (iv) review
and approve any amendments to the Development Plan (including the Development
Budget); (v) determine any matter within the JDCs responsibility delegated
to any sub-committees established pursuant to Section 3.5 with respect to
which such sub-committees have been unable to reach agreement; (vi) review
and approve actuals reports; and (vii) consider and act upon such other
matters as specified in this Agreement.
 3.3 Meetings of the Joint Development Committee .
 (a)
    
    The JDC shall meet on a quarterly basis, with at least
thirty (30) days advance written notice to each Party, and at such other
times as the Parties may agree. The first meeting of the JDC shall be held
as soon as
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reasonably practicable, but in no event later than ninety (90)
days following the Effective Date. Meetings shall be held face to face at
such dates and places as are mutually agreed or by teleconference or
videoconference should the members of the JDC mutually decide. Unless
otherwise agreed by the Parties, all in-person meetings of the JDC shall be
held on an alternating basis between Arrays facility and Novartis
facilities in the United States.
 (b)
    
    Each Party may from time to time invite a reasonable number
of participants, in addition to its representatives, to attend JDC meetings
in a non-voting capacity, with the consent of the other Party (which shall
not be unreasonably withheld); provided, that if either Party intends
to have any Third Party (including any consultant) attend such a meeting,
such Third Party will be subject to the prior approval of the other Party and
must be bound by confidentiality obligations consistent with the terms of
this Agreement.(c)
    
    Novartis shall appoint one (1) of its representatives on
the JDC to act as chairperson of the JDC. The chairperson shall set agendas
for JDC meetings, provided that the agendas will include any
reasonable matter requested by either Party. The chairperson shall be
responsible for recording, preparing and, within a reasonable time, issuing
minutes of each JDC meeting, which draft minutes shall be subject to review
and approval by the JDC.(d)
    
    In order to have a quorum for the conduct of business at
any JDC meeting, at least one (1) representative of each Party must be
present.(e)
    
    If Array fails to have at least one (1) of its
representatives or its designee attend two (2) consecutive duly called
quarterly meetings of the JDC, Novartis may terminate Arrays right to
participate in the JDC and all authority granted to the JDC hereunder shall
revert to Novartis.
 3.4 Decision Making .
 (a)
    
    Decisions of the JDC shall be made by unanimous vote, with
each Partys representatives to the JDC collectively having one vote. In the
event of a disagreement among the JDC with respect to a matter to be decided
by the JDC as specified herein, the matter shall be referred to the Senior
Officers who shall attempt in good faith to resolve such disagreement. If
they cannot resolve such issue within thirty (30) days of the matter being
referred to them, then subject to Sections 3.4(b) and
(c) below, the resolution and/or course of conduct shall be determined by
Novartis, in its sole discretion.(b)
    
    Notwithstanding Section 3.4(a) above, decisions regarding
the [***], shall be made by mutual agreement of the Parties and shall not be
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subject to Novartis deciding vote and (ii) with respect to major decisions
[***]shall be made in accordance with Section 3.4(a), provided, that
if Novartis exercises its deciding vote, such vote will be exercised with due
regard for the principle that the Array Lead Indication will be developed and
resourced in accord with the spirit of the initial Development Plan and
Development Budget, unless Novartis concludes, based on a good faith review
of scientific data and other relevant scientific and commercial factors, that
the best interests of the Product or such Array Compound requires changes to
the Development Plan or Development Budget in respect of the Array Lead
Indication.
 (c)
    
    Notwithstanding the foregoing, in no event shall Novartis
in exercising its final decision-making authority described in
Sections 3.4(a) and 3.4(b) have the right:
 (i)
    
    to modify or amend the terms and conditions of
this Agreement or to determine any such issue in a manner that would
conflict with the express terms and conditions of this Agreement; or(ii)
    
    approve or adopt any amendment, modification or
update to the Development Plan or Development Budget or take any other
action (including approving a disputed financial report) which would
(A) unilaterally impose an obligation on Array beyond those expressly
provided in or contemplated by this Agreement, (B) excuse Novartis from
any of its obligations specifically enumerated under this Agreement, or
(C) reduce the rights of Array specifically enumerated under this
Agreement.
 3.5 Sub-Committees .
 (a)
    
    The JDC may, at any time it deems necessary or appropriate,
establish additional joint committees and delegate such of its
responsibilities as it determines appropriate to such joint committees.(b)
    
    In the event of a disagreement among the members of any
such joint committee, the matter shall be referred to the JDC for resolution
pursuant to Section 3.4 above.
 3.6 Costs of Governance .
 4. DISCLOSURE OF ARRAY KNOW-HOW & COOPERATION
 4.1 Disclosure of Array Know-How .
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Technology Transfer provided however
 4.2 Assignment of Agreements .
 4.3 Material Transfer .
 4.4 Cooperation .
 4.5 Costs .
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5. DEVELOPMENT
 5.1 Development Generally .
 (a)
    
    The Parties respective responsibilities for the research
and Development of the Array Compounds and the Products are set forth in this
Article 5 and in the Development Plan. All such activities shall be subject
to oversight by the JDC.(b)
    
    The JDC will endeavor in good faith to provide both Parties
with a meaningful role in the Development of the Products. In furtherance of
the foregoing: (i) the Development Plan shall provide, among other things,
that Array will perform and have primary responsibility for the Current Trial
and for Development of the Initial Product for the treatment of the Array
Lead Indication in the US and in Europe, subject to the oversight of the JDC,
and that except as otherwise determined by the JDC, Novartis will be
responsible for all other Development activities with respect to all Products
for all indications in the Territory in the Field, and (ii) Array shall have
the right to have an Array employee participate and serve as a full member of
the project team established by Novartis and such project team shall be
tasked with responsibility for the day-to-day execution of the Development
Plan (Project Team); provided, however, that such Array
employee may be excluded from any Project Team meeting, in whole or in part,
if so decided by Novartis in order to protect Novartis Confidential
Information or otherwise enable Novartis to discuss matters sensitive to it.(c)
    
    If at any time prior to the termination or expiration of
Arrays co-funding of the Development Costs for the Products in accordance
with Section 5.6, Development of the Products for a single agent therapy for
the treatment of colorectal cancer in patients that test positive for a
mutation in the KRAS or BRAF gene is completed, terminated or fails, upon
Arrays request the JDC shall consider adding a different Minor Indication
for Development to replace such single agent therapy for the treatment of
colorectal cancer as the Array Lead Indication, and Novartis shall ultimately
determine, based on a good faith review of available scientific and other
relevant factors, including Arrays capability to Develop the Product in such
Minor Indication, whether to add such Minor Indication as an Array Lead
Indication and modify the Development Plan accordingly. In the event the JDC
does not so designate a different Minor Indication as the Array Lead
Indication, upon Arrays request, Novartis and the JDC shall allocate to
Array a meaningful role in the Development of the Product in a Major
Indication.
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(d)
    
    The Parties may make amendments to the Development Plan
from time to time through the JDC, which shall review and approve such
amendments in a reasonable period prior to implementation. Each Party shall
in good faith consult with the other and take such other Partys views into
account in respect of any amendment to the Development Plan. If Novartis
wishes to Develop the Products for indications outside of oncology, Novartis
shall provide notice to Array and the Parties will first discuss the matter
at the JDC which shall determine a Development Plan for those indications.(e)
    
    Each Party shall provide the other Party such timely
assistance as reasonably requested by the other Party to enable such Party to
perform its obligations and accomplish the activities allocated to such Party
under the Development Plan.
 5.2 Array Development Activities .
 (a)
    
    Array shall use Commercially Reasonable Efforts to timely
and diligently conduct all Array Development Activities. Nothing in this
Section 5.2 shall limit Novartis right to concurrently undertake the
Novartis Development Activities as are assigned to it under the Development
Plan. All Array Development Activities shall be conducted by Array in
accordance with the Development Plan (including the Development Budget) and
such reasonable directions as may be issued by the JDC from time to time.(b)
    
    No less than five (5) Business Days prior to each scheduled
meeting of the JDC, Array will provide the Novartis members of the JDC with a
written report on the status and progress of its activities under
Section 5.2(a), which reports may include information on progress versus
plan, spend versus budget (quarterly), protocol deviations, notable safety
and efficacy findings (including serious adverse events and events of
interest from risk management perspective), inspection, audit findings, and
summaries of all interactions, and copies of all correspondence, with
Regulatory Authorities since the previous report.(c)
    
    In addition, Array shall make available to Novartis such
information about Array Development Activities as may be reasonably requested
by Novartis from time to time.(d)
    
    Novartis shall have the right to review any data generated
by Array during the conduct of Array Development Activities, as may be
reasonably requested by Novartis from time to time.(e)
    
    Array shall notify Novartis promptly upon scheduling, and
provide Novartis with five (5) Business Days prior notice, of any Regulatory
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Authority meetings held by Array for the Array Lead Indication and,
Novartis, at its option, may attend and participate in such meetings.(f)
    
    Array shall promptly inform Novartis in writing about any
unforeseen and/or material results, problems, difficulties or issues in
connection with the Array Development Activities or of which Array is
otherwise aware with respect to the Development of the Array Compounds and/or
Products.(g)
    
    Array shall ensure that Novartis authorized
representatives may, during regular business hours, (i) examine and inspect
Arrays and its subcontractors facilities used by it in the performance of
Array Development Activities pursuant to the Development Plan, and
(ii) subject to applicable law, inspect all data, documentation and work
products relating to the activities performed by it and/or its
subcontractors, in each case generated pursuant to the Development Plan,
provided that to the extent Array does not have the right to permit
Novartis to directly conduct inspections of its subcontractors under
subsections (i) and (ii) above, Array agrees, upon Novartis request, to
conduct such inspections on Novartis behalf. This right to inspect
facilities, data, documentation, and work products relating to the Products
may be exercised at any time upon thirty (30) days advance written notice.
Novartis shall be responsible for all costs of any inspections conducted
pursuant to this Section 5.2(g) (including all reasonable costs incurred by
Array and its subcontractors), which costs shall be considered Development
Costs.(h)
    
    Notwithstanding any other provision hereof, if Array fails
to use Commercially Reasonable Efforts to perform Array Development
Activities, Novartis shall have the right to give written notice to Array
specifying the claimed particulars of such failure, and in the event such
failure is not cured within sixty (60) days after such notice, Novartis shall
have the right thereafter to terminate Arrays right to participate in
Development activities hereunder by giving written notice to Array to such
effect; provided, however, that if such failure is capable of
being cured but cannot be cured within such sixty (60) day period and Array
initiates actions to cure such failure within such period and thereafter
diligently pursues such actions, Novartis shall grant Array such additional
period as is reasonable in the circumstances to cure such failure. In the
event that Novartis terminates Arrays right to participate in Development
pursuant to this Section 5.2(h), Array will cooperate in good faith to
transition and transfer to Novartis all remaining Development activities
assigned to Array under the Development Plan, including all information and
data relevant to any such activities and all supplies of any Array Compounds
and Products then in Arrays possession or control which Novartis has
previously purchased, and to
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the extent it has the right to do so, shall assign to Novartis all
relevant clinical trial agreements or agreements with contract research
organizations and all Regulatory Approvals.
 5.3 Novartis Development Activities .
 (a)
    
    Novartis shall use Commercially Reasonable Efforts to
timely and diligently conduct all Novartis Development Activities and will be
responsible for conducting all other activities in connection with any other
research and Development activities with respect to the Array Compounds
and/or Products not delegated to Array under the Development Plan.(b)
    
    Novartis will use Commercially Reasonable Efforts to
Develop and seek Regulatory Approval, and to perform its obligations under
Sections 5.1, 5.3 and 5.5, for at least one (1) Product in a Major
Indication, unless the data does not support a Major Indication, in which
case Novartis will use Commercially Reasonable Efforts towards a Minor
Indication.(c)
    
    No less than five (5) Business Days prior to each scheduled
meeting of the JDC, Novartis will provide the Array members of the JDC with a
written report on the status and progress of its activities under
Section 5.3(a), which reports shall be consistent in format and content with
the reports Novartis normally prepares in connection with JDC meetings and
may include, as applicable, information on progress versus plan, spend versus
budget (quarterly), protocol deviations, notable safety and efficacy findings
(including serious adverse events and events of interest from risk management
perspective), inspection, audit findings, and summaries of all interactions,
and copies of all correspondence, with Regulatory Authorities since the
previous report.(d)
    
    The status, progress and results of the Novartis
Development Activities under Section 5.3(a), shall be discussed in reasonable
detail at meetings of the JDC.(e)
    
    In addition, Novartis shall make available to Array (i)
information about Novartis Development Activities, and (ii) any data
generated by Novartis during the conduct of Novartis Development Activities,
in each case as may be reasonably requested by Array from time to time.(f)
    
    Novartis shall notify Array promptly upon scheduling, and
provide Array with five (5) Business Days prior notice, of any Regulatory
Authority meetings with FDA or EMEA held by Novartis or its Affiliate for a
Product or Compound, and Array, at its option, may attend such meetings.
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(g)
    
    Novartis shall promptly inform Array in writing about any
unforeseen and/or material results, problems, difficulties or issues in
connection with the Novartis Development Activities with respect to the Array
Compounds and/or Products.
 5.4 Compliance .
 5.5 Regulatory .
 (a)
    
    Other than as set forth in Section 5.5(b) and (c) below,
Novartis will (i) determine the regulatory plans and strategies for the Array
Compounds and/or the Products, (ii) (either itself or through its Affiliates
or Sublicensees) make all Regulatory Filings with respect to the Product,
(iii) be responsible for obtaining and maintaining all Regulatory Approvals
throughout the Territory in the name of Novartis or its Affiliates or
Sublicensees and (iv) be solely responsible for conducting all meetings with
Regulatory Authorities in connection with the Development of Array Compounds
or the Products.(b)
    
    Array will hold the INDs for the Development of the Product
for Array Lead Indication and shall, in consultation with Novartis (i)
determine the regulatory plans and strategies for the Array Compounds and/or
the Products for the Array Lead Indication, (ii) make all Regulatory Filings
with respect to the Product for the Array Lead Indication, (iii) be
responsible for obtaining all Regulatory Approvals in the US and Europe for
the Array Lead Indication, and (iv) be responsible for conducting all
meetings with Regulatory Authorities in the US and Europe in connection with
the Development of Array Compounds or the Products for the Array Lead
Indication. For clarity, it is understood that the preparation and filing
for Regulatory Approvals for the treatment of the Array Lead Indication will
be carried out by Array in consultation with Novartis under the oversight of
the JDC.(c)
    
    Notwithstanding Sections 5.5(a) and (b), the Parties will
co-file all NDAs filed in the US for the Array Lead Indication,
provided, that Array shall be the lead Party (i.e., shall be the
party with correspondence authority) with respect to such NDAs and
interactions with FDA with respect thereto, and upon approval, Array will
assign all of its right title and interest in and to such NDAs to Novartis
(and Novartis will assume responsibility for such NDAs). Novartis will have
the sole right to file MAAs everywhere outside the US, provided, that
Novartis will provide Array with a reasonable opportunity to review and
comment on such
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filing(s). To the extent that applicable law or the FDA will not permit
the Parties to co-file such NDAs, the same shall be filed by Array.(d)
    
    As soon as reasonably practicable after the Transition
Date, Array shall, without additional consideration, assign to Novartis or
its designee Arrays existing Regulatory Filings and those electronic
documents related to such specific components of such Regulatory Filings as
are reasonably required for Novartis to carry out the Novartis Development
Activities. Array shall deliver notices of such assignment to applicable
Regulatory Authorities within thirty (30) days after the Transition Date. As
a result thereof, Novartis shall become the exclusive owner of such specific
components of such Regulatory Filings. Transition Date shall mean the day
that Array completes the Array Development Activities with respect to the
Array Lead Indication.(e)
    
    Each Party shall fully cooperate with and provide
assistance to the other in connection with filings to any Regulatory
Authority relating to the Array Compounds and/or the Products, including by
executing any required documents, providing access to personnel and providing
the other Party with copies of all reasonably required documentation.(f)
    
    Array shall grant or cause to be granted to Novartis and
its Affiliates or Sublicensees cross-reference rights to any relevant drug
master files and other filings submitted by Array or its Affiliates with any
Regulatory Authority relevant to any Array Compound or the Products,
including without limitation cross-reference rights to the non-clinical and
CMC sections of Arrays IND(s) existing as of the Effective Date. Following
the Effective Date, Novartis shall (i) file its own IND with respect to Array
Compound or the Products and thereafter shall keep current the non-clinical
and CMC sections of such IND(s), and (ii) shall grant or cause to be granted
to Array and its Affiliates cross-reference rights to such non-clinical and
CMC sections of such IND(s) to the extent necessary or useful in Arrays
Development of the Array Lead Indication. In countries where cross-reference
rights are deemed insufficient, the Party possessing the relevant Regulatory
Filing(s) shall assist the Party desiring access to such Regulatory Filings
in preparing and providing the relevant Regulatory Authorities with
equivalent Regulatory Filings in order to enable such Party to comply with
its regulatory obligations and obtain the relevant Regulatory Approvals.(g)
    
    Novartis shall have the right to disclose the existence of,
and the results from, any clinical trials conducted by Novartis, its
Affiliates or Sublicensees under this Agreement in accordance with its
standard policies and upon reasonable prior written notice to Array. Array
shall have the right to disclose the existence of, and the results from, any
clinical trials conducted by Array or its Affiliates under this Agreement
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with respect to the Array Lead Indication, provided that (i) with
respect to clinical trials conducted by Array itself, such publication
shall be subject to Novartis reasonable consent, and (ii) with respect to
clinical trials conducted in collaboration with one or more third party
investigators, Novartis shall have a right of review and comment with
respect to such publication substantially similar to that of Array under
its contract with such investigator (or the applicable institution).
Notwithstanding anything to the contrary above, nothing in this Section
5.5(g) shall be deemed to prevent Array from disclosing the existence of,
and the results from, any clinical trial conducted by or under the
authority of Array to the extent that such disclosure is required under
applicable law.
 5.6 Development Costs .
 (a)
    
    All Development Costs incurred by or on behalf of the
Parties in researching and Developing the Array Compounds and/or Products
shall be borne as follows:
 (i)
    
    Novartis shall be responsible for all
Development Costs incurred by or on behalf of either Party with respect
to Array Compounds or the Products, in accordance with Development
Plan, other than the Array Development Costs (as defined below) which
shall be borne by Array to the extent provided below. Notwithstanding
the foregoing, any Development Costs incurred by Array prior to July 1,
2010 shall be borne by Array and such costs shall not be included
within the Array Development Costs.(ii)
    
    Array shall be responsible for [***]of all
Development Costs incurred after July 1, 2010 by or on behalf of either
Party (including Development Costs incurred during [***], subject to
the next sentence and (iii) below) with respect to Array Compounds or
the Products, in accordance with Development Plan (Array Development
Costs); provided, that the aggregate Array Development Costs
shall not exceed [***]for all Products and Array Compounds combined
(the Array Aggregate Cap). Array Development Costs with respect to
[***]. Promptly following such [***], Arrays obligation to pay Array
Development Costs will [***]. Novartis shall deliver to Array an
invoice for the Accrued Array Development Costs in the form attached as
Exhibit B and Array shall pay Novartis all [***], subject to
the Array Annual Cap (as defined below) and the Array Aggregate Cap
within sixty (60) days from the date of receipt by Array of such
invoice.(iii)
    
    Subject to the Array Aggregate Cap, Arrays
obligation to pay the Array Development Costs, including Accrued Array
Development
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Costs, shall [***]and shall be capped on a yearly basis as follows
(the cap for each Contract Year being referred to as the Array
Annual Cap):
 Contract Year
    
    Array Annual Cap (USD)[***]
    
    $[***][***]
    
    $[***][***]
    
    $[***][***]
    
    $[***][***]
    
    $[***]
 provided, that, to the extent that the Array Development
Costs (including any [***]) for any Contract Year exceed the amount
of the Array Annual Cap for such year, the amount of such excess will
be deemed Accrued Array Development Costs for such Contract Year and
accrued and added to the amount payable in the following Contract
Year, subject to the Array Aggregate Cap and the Array Annual Cap for
such following Contract Year (including in the [***]Contract Year of
the term of this Agreement and beyond if there are any unpaid amounts
in the [***]Contract Year of the term of this Agreement) until all
such unpaid amounts have been fully paid or until the Array Aggregate
Cap is reached, whichever occurs first, provided that Arrays
payment obligation in [***]and each subsequent Contract Year shall
in no event exceed [***]per Contract Year. In no event shall Array
be obligated to make payments to Novartis in a Contact Year for Array
Development Costs (including any Accrued Array Development Costs) in
excess of the Array Annual Cap for such Contract Year.
 (b)
    
    For so long as Array has or is accruing payment obligations
with respect to Array Development Costs (which, for the avoidance of doubt,
includes [***]), each Party shall prepare and deliver to the other Party (and
during any period thereafter in which Array Development Activities are
continuing under the Development Plan, Array shall prepare and deliver to
Novartis) preliminary quarterly written reports in a form approved by the JDC
setting forth all Development Costs (i.e., all FTE Costs and all
Out-of-Pocket Costs) incurred in the performance of all Development
activities, as set forth in the Development Plan in the applicable Calendar
Quarter by such Party on an activity-by-activity basis. Such preliminary
quarterly reports shall be submitted within twenty-one (21) days after the
end of the relevant Calendar Quarter. Each Party shall then have the
opportunity to inquire to the other Party with respected to any items
included in the preliminary quarterly report so provided and to request
additional information related to Development Costs contained in the other
Partys preliminary quarterly
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report. Within forty-five (45) days after the end of the relevant
Calendar Quarter, Novartis will prepare and provide to Array a composite
report setting forth the Development Costs incurred by each Party for such
quarterly period, and the amount of Development Costs for which each Party
is responsible in accordance with Section 5.6(a). The composite report
will compute a net amount of Development Costs due to either Array or to
Novartis, as the case may be. By way of example, if the aggregate amount
of Development Costs between the Parties over a given quarterly period is
[***].
 (c)
    
    For any period in which Novartis is responsible for all
Development Costs incurred (including [***]), and to the extent that Array
incurs Array Development Costs in any Contract Year in excess of the amount
it is obligated to pay during such year, Novartis shall pay to Array the
amount of Development Costs properly incurred by Array pursuant to the terms
of this Agreement in such period. Payment of any amount pursuant to this
Section 5.6(b) shall be made within forty-five (45) days following delivery
by Novartis of the composite report for the applicable Calendar Quarter, and,
in the case of payments by Novartis, receipt for an invoice for the amount
due in the form of Exhibit B.(d)
    
    From and after such time as Array has actually paid or
incurred Array Development Costs equal to the Array Aggregate Cap, or, with
respect to any Product, from and after such time as Array exercises its
Opt-Out Option pursuant to Section 5.7(a) with respect to such Product, then
Novartis will be responsible to pay one hundred percent (100%) of the
Development Costs with respect to all Array Compounds and the Products or
such Product for which Array has exercised its Opt-Out Option, as applicable.(e)
    
    Notwithstanding anything to the contrary in this Section
5.6, to the extent that the Development Plan includes studies of an Array
Compound or Product together with a Novartis compound or product, then the
costs of such studies shall be included within the Development Costs only if
the primary purpose of such studies are for purposes of obtaining Regulatory
Approval or advancing the Development of such Array Compound or Product. To
the extent that Novartis performs clinical studies of Array Compounds or
Products in combination with other Novartis commercial or experimental drugs,
Novartis will charge the collaboration for such commercial or experimental
drugs as Development Costs in a manner consistent with the way that it
accounts for the cost of such commercial or experimental drugs when used in
combination studies with other Novartis products.
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5.7 Arrays Opt-Out Option .
 (a)
    
    Array may elect to opt-out of its requirement to pay the
Array Development Costs for a Product, on a Product-by-Product basis (each,
an Opt-Out Option). To exercise the Opt-Out Option, Array shall provide
Novartis with written notice of its intent to exercise its Opt-Out Option
specifying the applicable Product(s) on or before December 31st of
such Calendar Year (each, an Opt-Out Notice). Upon the delivery of an
Opt-Out Notice, Arrays funding commitment pursuant to Section 5.6 with
respect to Development Costs for the Product(s) covered by the Opt-Out Notice
will terminate as of July 1st of the following Calendar Year (the
Opt-Out Effective Time); provided, however, that Array
shall continue Array Development Activities and shall have the one-time
option (exercisable by notice included in the Opt-Out Notice) to pay its
portion of Array Development Costs incurred through the Opt-Out Effective
Time, subject to the Array Annual Cap and the Array Aggregate Cap. By way of
example, if Array provides Novartis with an Opt-Out Notice on December 15,
2013, then the Opt-Out Effective Time shall be July 1, 2014. If Array does
not exercise such payment option, it will not be obligated to pay any Array
Development Costs that have not been paid as of the date of the Opt-Out
Notice or incurred after such Opt-Out Notice. Upon exercise by Array of an
Opt-Out Option for a Product, Array will not have any right thereafter to
co-fund the Development of such Product, and its right to be the lead Party
with respect to Development activities for the Array Lead Indication and to
Co-Detail the applicable Product(s) will terminate.(b)
    
    Upon exercise by Array of an Opt-Out Option, the royalty
rates payable to Array with respect to the applicable Product(s) shall be
reduced as set forth in Section 8.4.
 5.8 Development Plan .
 5.9 Term of On-going Development and Committee Obligations .
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Committees Withdrawal Notice
 6. MANUFACTURING
 6.1 Supply of Clinical and Commercial Requirements .
 (a)
    
    Except for Existing Quantities of Product (as defined
below), Novartis will be solely responsible for the manufacture and supply of
the Array Compounds and Products as are required by both Parties for their
Development activities hereunder and for Commercialization of Products
throughout the Territory, and will use Commercially Reasonable Efforts to
supply to Array quantities of Product and Array Compound as are reasonably
necessary for Array to perform the Array Development Activities.(b)
    
    As of the Effective Date, Array has on hand the quantities
of Product specified on Exhibit D (the Existing Quantities of
Product), which Exhibit D also contains the cost incurred by Array
in the manufacture thereof (Existing Product Cost). Array shall supply
Existing Quantities of Product to Novartis under the following terms and
conditions:
 (i)
    
    Novartis shall order its requirements of the
Initial Product from Array until such time as the Existing Quantities
of Product from Array are fully utilized, provided that Array
shall have the right to retain any Existing Quantities of Product
necessary for Array to conduct Array Lead Indication studies. The
Existing Quantities of Products will be delivered to Novartis within
forty-five (45) days following the delivery of a written request for
delivery of such Existing Quantities of Product by Novartis to Array.
Novartis shall reimburse Array for seventy-five percent (75%) of the
Existing Product Cost of such Existing Quantities of Product delivered
to Novartis. Following the delivery to Novartis and the acceptance by
Novartis (pursuant to Section 6.1(b)(v)) of such Existing Quantities of
Product, Array will provide an invoice to Novartis in the form of
Exhibit B for such Existing Product Cost and, subject to
Section 6.1(b)(iv), Novartis shall pay such invoice within forty-five
(45) days following receipt of such invoice. For
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the avoidance of doubt, the Existing Product Cost shall not
constitute Development Costs.
 (ii)
    
    Subject to Section 6.1(b)(v), title to, and
risk of loss with respect to, all Existing Quantities of Product
supplied by Array to Novartis under this Section 6.1 shall pass to
Novartis upon the receipt of such Existing Quantities of Product by
Novartis or its designee at its point of delivery. The Out-of-Pocket
Costs of shipping, insurance and freight shall be included as
Development Costs.(iii)
    
    Array shall provide to Novartis the most
recent certificate of analysis, certificate of compliance and all
associated batch records for each shipment of Existing Quantities of
Product.(iv)
    
    Array represents and warrants that the Array
Compounds and Products supplied by it to Novartis (A) shall not be
misbranded or adulterated; (B) will meet the specifications set forth
in the attachment to Exhibit D, (C) will conform with, and will
have been manufactured and stored in accordance with, applicable laws
and regulatory requirements, including current Good Manufacturing
Practices applicable to the Existing Quantities of Product, and
(D) with regard to the Product, shall have a residual shelf life of not
less than 80% of the Product total shelf life (collectively,
Conforming Compound or Product).(v)
    
    Novartis shall have the right to accept or
reject any Existing Quantities of Product within thirty (30) days after
it has received such Existing Quantities of Product and completed all
quality assurance and other testing of such Existing Quantities of
Product. Novartis shall provide notice to Array of its acceptance or
rejection of the Existing Quantities of Product within such thirty (30)
day period. For the avoidance of doubt, it is understood and agreed
that (A) Novartis shall only be responsible to accept and pay for
Conforming Compound or Product, (B) Novartis sole remedy, and Arrays
sole liability with respect to Existing Quantities of Product delivered
to Novartis that are not Conforming Compound or Product shall be
replacement of such non-conforming Existing Quantities of Product with
Conforming Compound or Product, or at Novartis election, refunding to
Novartis the amount paid by Novartis for such non-Conforming Compound
or Product; provided that in the event that there are no remaining
Existing Quantities of Product available for supply to Novartis,
Novartis sole remedy, and Arrays sole liability, shall be for Array
to refund to Novartis the amount paid by Novartis for such
non-Conforming Compound or Product.
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(c)
    
    Prior to Novartis ordering any Existing Quantities of
Product, the Parties shall in good faith negotiate and enter into a Supply
and Quality Agreement including the terms set forth in this Section 6.1 and
other mutually acceptable terms.
 6.2 Manufacturing Know-How and Assistance .
 (a)
    
    Without limiting the provisions of Article 4, during the
period from the Effective Date until the [***]anniversary of the Effective
Date and thereafter as mutually agreed, Array shall:
 (i)
    
    fully cooperate with and provide assistance to
Novartis or its designee, through documentation, consultation, training
and face-to-face meetings, to enable Novartis or its designee in an
efficient and timely manner to proceed with Development and
manufacturing of the Array Compounds and/or Product and to obtain all
appropriate Regulatory Approvals for manufacturing (including
qualification by the applicable Regulatory Authority of manufacturing
sites); and(ii)
    
    make appropriate personnel available to assist
Novartis or its designee at any time and from time to time as
reasonably requested by Novartis, and shall provide the appropriate
personnel of Novartis or its designee with access to the personnel and
manufacturing and other operations of Array for such periods of time
and in such manner as is reasonable in order to familiarize the
personnel of Novartis or its designee with Array Know-How and Joint
Know-How relating to the Development and manufacture of the Array
Compounds and/or Products and the application of the same. At
Novartis request, such assistance shall also be furnished at the
manufacturing facilities of Novartis or its designee.
 (b)
    
    Without limiting the foregoing, Array shall cooperate with
and provide assistance to Novartis or its designee with respect to the
transfer of the Array Technology and all applicable manufacturing processes
to Novartis.(c)
    
    Array shall provide the assistance required under this
Section 6.2 either directly or through its Third Party suppliers and/or
subcontractors. The Out-of-Pocket Costs and FTE Costs incurred by Array in
connection with such assistance shall be deemed Development Costs.
Notwithstanding Section 6.2(a) above, if at any time following the [***]
anniversary of the Effective Date Novartis reasonably requires additional
information regarding the Development and manufacturing of the Array
Compounds and/or Products in connection with the filing of the first NDA for
ARRY-162, then upon request of Novartis, Array
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agrees to supply Novartis with such information to the extent such
information is in Arrays possession.
 7. COMMERCIALIZATION
 7.1 Commercialization .
 (a)
    
    Subject to Arrays right to elect to Co-Detail the Product
in the United States as set forth in Section 7.2, Novartis will be solely
responsible for Commercialization of the Product throughout the Territory,
including planning and implementation, distribution, booking of sales,
pricing and reimbursement.(b)
    
    Novartis shall itself, or through its Affiliates or
Sublicensees, use Commercially Reasonable Efforts to Commercialize at least
one (1) Product. Subject to compliance with the foregoing and Section 7.2,
the Commercialization of the Products shall be in Novartis sole discretion
and shall be at Novartis sole expense.(c)
    
    Novartis agrees to establish list prices and discounts for
each Product in the best interests of such Product, taking into account the
competitive environment, product profile and commercial potential of the
Product.
 7.2 Array Co-Detail Right .
 (a)
    
    Co-Detail Option of Array. With respect to each
Product launched by Novartis in the United States, Array will have an option
(the Co-Detail Option) to Co-Detail such Product in the United States
according to the terms and conditions set forth in this Section 7.2. This
Co-Detail Option may be exercised, at Arrays discretion, on a
Product-by-Product basis. At least three (3) months before the planned
submission of an NDA to the FDA for each Product. Novartis will notify Array
of Novartis preliminary estimate of the annual Details it anticipates for
such Product in the United States (the Co-Detail Notice). In the event
that Array wishes to Co-Detail such Product in the United States, it shall
provide notice in writing to Novartis no later than thirty (30) days after
its receipt of the Co-Detail Notice (the Co-Detail Option Exercise Notice)
(each such Product for which Array exercises the Co-Detail Option, to the
extent Array does not subsequently exercise its termination right pursuant to
Section 7.2(j), a Co-Detailed Product).(b)
    
    Commercialization Plan. Novartis shall establish
in good faith and apprise Array of the operating plan for Co-Detailing of the
Co-Detailed
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Product setting forth in reasonable detail and providing for a fair and
reasonable allocation between Novartis and Array of the responsibilities
of the Parties, territory alignments, Prescribers, and activities to be
conducted in connection with Co-Detailing of the Co-Detailed Product for
approved indications in oncology in the US (an Commercialization Plan).
 (c)
    
    Co-Detailing Meeting; Scope of Co-Detailing. At
such time as Array exercises its Co-Detail Option with respect to a
Co-Detailed Product, Array and Novartis shall have a meeting (Co-Detail
Meeting) to discuss specific aspects of Arrays desired level of
participation in the Co-Detail of such Product in the United States (the
Array Co-Detail Effort); Array shall have the right to designate Arrays
level of Co-Detail Effort, provided, however, that Array
Co-Detail Effort shall not exceed [***]of the total Detailing effort for
such Product in the United States.(d)
    
    Promptly following the Co-Detail Meeting with respect to a
Co-Detailed Product, Array shall provide Novartis with reasonably detailed
plans to Novartis reasonable satisfaction, describing ways in which Array
will have in place, at least one (1) Calendar Quarter before the earlier of
the anticipated First Commercial Sale of such Product in the United States
and/or contemplated start of Detailing activities for such Product in the
United States, the requisite sales force and sales force infrastructure
required to provide the Array Co-Detail Effort as follows:
 (A)
    
    Such sales force shall comprise
Array-employed sales representatives who (I) have a level of
experience and/or academic qualifications similar to standards
imposed by Novartis upon its own sales force for the Product,
which Novartis shall provide to Array as soon as practical but
in no event later than the filing of the NDA for the Product in
the United States; and (II) devote not less than [***]of their
full business time and attention to Detailing of such Product;
and(B)
    
    Such sales force infrastructure
shall be discussed at the Co-Detail Meeting and shall include
(to the extent reasonably necessary for Array to perform the
Co-Detailing activities allocated to Array under the
Commercialization Plan): (I) a sales force automation system
through which sales representatives can record calls
electronically, receive email communications and reports, view
sales reports and download specialist targets and lists; (II) a
sample accountability system that complies with all applicable
laws and regulations; (III) a sales training department;
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(IV) a department responsible for the design and
administration of Array sales incentive plan; (V) a voice
mail system; (VI) a system for sales reporting and analysis;
(VII) a sales administration and operations department that
handles, among other things, fleet management; (VIII) a
department that establishes and maintains territory
alignments consistent with target customer lists provided by
Novartis; (IX) an electronic roster system that tracks sales
force vacancy, turnover, demographics and territory
occupancy; (X) an electronic field expense reporting system;
(XI) compliance reporting as required by all applicable laws
and regulations and (XII) the areas in which Array will rely
on Novartis infrastructure.
 (e)
    
    Promptly following Arrays exercise of its Co-Detailing
Option for the Product in accordance with Section 7.2(a), Novartis and Array
shall, enter into a more detailed co-detailing agreement (the Co-Detailing
Agreement) within ninety (90) days, which reflects (i) Arrays non-exclusive
right to Co-Detail such Product in the US in accordance with the terms and
conditions of this Section 7.2, (ii) the level of Co-Detail Effort specified
by Array, and (iii) such additional terms as are consistent with this Section
7.2 and are reasonable and customary for an agreement of this type. The
Co-Detailing Agreement shall require Arrays sales representatives to comply
with the same healthcare compliance standards as are applicable to Novartis
own sales representatives promoting the Co-Detailed Product (to the extent
applicable).(f)
    
    Arrays Co-Detail activities hereunder and under the
Co-Detailing Agreement shall be governed by a Commercialization Plan
(including a Commercialization budget) approved by Novartis and consistent
with the following:
 (A)
    
    Novartis shall provide
substantially the same sales training on the Co-Detailed Product
for Arrays sales force as the training on the Co-Detailed
Product Novartis provides to its own sales force for the
Co-Detailed Product in the United States. Array shall be
responsible for the travel and housing costs of its sales
representatives for such training.(B)
    
    Array shall use Commercially
Reasonable Efforts to perform in a prompt and diligent manner
all Co-Detailing activities allocated to Array under the
Commercialization Plan.(C)
    
    Arrays sales representatives
will utilize only the promotional materials provided to them by
Novartis, and
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will not utilize any other promotional, advertising,
communications or other materials relating to or referring to
the Co-Detailed Product. Arrays sales representatives will
conduct only those promotional activities relating to the
Co-Detailed Product that have been approved in advance in
accordance with the Commercialization plan. Arrays sales
representatives shall not modify, change or alter the
promotional materials in any way whatsoever without the
express prior written consent of Novartis. Arrays sales
representatives shall use the promotional materials solely
for the purpose of performing their obligations under this
Agreement. Array shall ensure that its sales representatives
perform in compliance with all applicable laws, rules and
regulations.
 (g)
    
    Novartis may, subject to its obligations under Section 7.1,
increase or decrease the total number of Novartis sales representatives
promoting a Co-Detailed Product at any time. However, in the event Novartis
determines to increase or decrease the total number of Novartis sales
representatives promoting a Co-Detailed Product in the United States it shall
so notify Array and Array shall have one hundred eighty (180) days from the
date of such notice to determine whether it will make a corresponding change
in the number of Array sales representatives conducting such activities. In
addition, Array shall have the right to reduce (but not increase), in its
discretion, the number of sales representatives it will deploy under the
Commercialization Plan, upon at least one hundred eighty (180) days notice to
Novartis.(h)
    
    For clarity, regardless of Arrays decision to Co-Detail,
Novartis shall retain all decision-making authority related to Product
branding, marketing plan, advertising, materials, regulatory and legal
affairs, and pricing and commercial terms and all other aspects of
Commercializing the Product in the US.(i)
    
    Arrays costs of performing Co-Detailing activities will be
reimbursed by Novartis on an FTE basis at the FTE Rate; provided,
however, that Novartis may deduct such reimbursed costs from any
Sales Milestones payable to Array by Novartis pursuant to Section 8.2. Array
shall not be entitled to any other compensation for performing Co-Detailing
activities. It is understood that the FTE Costs of Arrays sales
representatives will be reimbursed from the time such sales representatives
are hired by Array in accordance with Section 7.2(d) (including the period
prior to the start of Detailing activities as contemplated therein). The FTE
Costs incurred by Array pursuant to this Section 7.2, the Co-Detailing
Agreement and the Commercialization Plan shall be reimbursed by Novartis on a
quarterly basis, provided that
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such FTE Costs are incurred in accordance with the Co-Detailing Agreement
or the Commercialization Plan, as the case may be, previously approved by
Novartis. Upon the end of each Calendar Quarter, Array shall provide to
Novartis a statement of the FTE Costs so incurred during such quarter,
together with an invoice therefore, and Novartis shall pay the amount due
within forty five (45) days after receipt of such invoice and statement.(j)
    
    Right to Terminate. Array shall have the right to
terminate its Co-Detailing of any Co-Detailed Product, and its obligations
under this Section 7.2 with respect to such Co-Detailed Product, on a
Co-Detailed Product-by-Co-Detailed Product basis, upon one hundred
eighty (180) days prior notice to Novartis. Upon such termination by Array,
(A) Array shall have no further right to reimbursement by Novartis under this
Section 7.2 with respect to the terminated Co-Detailed Product, other than
for services provided prior to the effective date of such termination and
(B) Array shall have no further right to Co-Detail such Co-Detailed Product.(k)
    
    Indemnification for Employee Claims. Each Party
will indemnify, defend, and hold harmless the other and its Affiliates, and
its and their directors, employees and agents (collectively, the Employer
Indemnitees) from and against any damages, liability, loss and costs that
may be paid or payable by any such Employer Indemnitee resulting from or in
connection with any claim or other cause of action asserted by any Sales
Representative employed by the indemnifying Party (or by any federal, state
or local governmental authorities on behalf of such an employee) arising out
of the actions of the indemnifying Party with respect to disciplining or
termination of such employee; reclassification of such employee, or other
actions with respect to such employee in the execution or performance of
Co-Detailing activities contemplated under this Agreement. The procedures of
section 15.3 shall apply to the foregoing indemnity.(l)
    
    Array Tradename. To the extent permitted by law,
all promotional materials used in the promotion of the Co-Detailed Product in
the US shall include the statement, with a reasonable degree of prominence,
that the Co-Detailed Product is licensed from Array, with the Array name or
logo; provided, however, that Novartis obligation under this
sentence shall not apply to any primary packaging of the Co-Detailed Product
(i.e., packaging that is in direct contact with the Product or the Product
itself, including but not limited to vials, blister packs, tablets and
capsules, other than pill bottles).
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7.3 Pharmacovigilance .
 (a)
    
    Within a reasonable amount of time, not to exceed six (6)
months from the Effective Date, the Parties shall agree upon and implement a
procedure for the mutual exchange of safety information associated with the
Products. The details of the operating procedures relating to the exchange
shall be the subject of a mutually-agreed upon written pharmacovigilance
agreement (the Pharmacovigilance Agreement). Such Pharmacovigilance
Agreement shall govern the collaboration between the Parties enabling each to
comply with its respective obligations under applicable laws, regulations and
guidelines with regard to adverse event data collection, analysis and
reporting.(b)
    
    It is further acknowledged and agreed that if the Parties
enter into a Co-Detailing Agreement pursuant to the provisions set forth in
Section 7.2(e) above, any such Co-Detailing Agreement shall specify that
Array shall promptly report to Novartis any adverse events related to the use
of the Product in conformity with the adverse event reporting procedures
established by Novartis. In addition, each party shall promptly notify the
other of any complaint relating to the Product received by Array.(c)
    
    The Parties shall promptly inform each other (via their
respective appointed pharmacovigilance representatives) of any new safety
information, including without limitation, suspected serious adverse
reactions (whether unexpected or not), clinical trial reports and/or ad
interim analyses results and the timely notification of trial completion in
accordance with all applicable law and regulations governing safety
reporting, including relevant timelines. For clarity, in the event the
Parties have executed a Pharmacovigilance Agreement, all relevant safety
findings (both clinical and pre-clinical) should be included in periodic
reports per the detailed Pharmacovigilance Agreement and regulatory
requirements.(d)
    
    The Parties shall promptly inform each other (via their
respective appointed pharmacovigilance representatives) of any safety issues
and/or actions planned or taken for reasons of patient safety, including
documentation such as Dear Doctor Letters and any changes to the safety
profile of the Product, as documented in the current product label or
investigator brochure in accordance with applicable law and regulations
governing safety reporting, including relevant timelines, as may be further
detailed in a separate pharmacovigilance agreement.(e)
    
    The Parties agree that within ninety (90) days following
the Effective Date, Array will transition to Novartis its global database and
following such transition, Novartis will hold the global database, be
primarily
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responsible for authoring of the Periodic Safety Update Report and be
responsible for the Core Data Sheet and Investigator Brochure.(f)
    
    The Parties agree that its pharmacovigilance
systems/operations or contracted pharmacovigilance activities will be audited
at reasonable intervals to ensure elements set forth in the Pharmacovigilance
Agreement are being fulfilled for the appropriate product. Both Parties will
discuss and agree in good faith on how such an audit will be conducted (audit
plan, duration of audit, audit report and corrective actions). Each Partys
routine audit will be scheduled no more frequently than once every two (2)
years, with a minimum of ninety (90) days notice. Audits must be reasonable
in scope and in relationship to the Product and must take place during normal
business hours. Parties will correct audit observations in a timely manner
and communicate those actions to the other Party.(g)
    
    Each Party shall provide the other with a notice in the
event of a serious suspected breach of compliance with the Pharmacovigilance
Agreement. Within thirty (30) days following receipt of notice of such
notice by a Party hereto, a directed audit will be performed by the other
party or an independent Third Party.(h)
    
    The Parties shall allow foreign and local health
authorities to inspect their pharmacovigilance operations as it is necessary
for either Party to maintain registration in the countries where the Product
is marketed. A representative from the other Party may participate in such
inspections. The Parties shall communicate urgent or critical issues
affecting the other Parties pharmacovigilance activities within fourteen (14)
Business Days of receipt of documented findings cited during a health
authority inspection. Once corrective actions are determined, the inspected
Party will provide a summary of the relevant inspection findings with
associated corrective actions where the other Party is impacted.
 8. FINANCIAL PROVISIONS
 8.1 Upfront Payment . [***] Exhibit B
 8.2 Milestone Payments .
 (a)
    
    In further consideration of the licenses and rights granted
to Novartis hereunder, upon first achievement of each of the Development and
Regulatory Milestones set forth below by Novartis, or any of its Affiliates
or Sublicensees the corresponding one-time Milestone Payments shall be
payable by Novartis to Array:
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Milestone
    
    Milestone Payment (USD)Development Milestones[***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***]
 Regulatory MilestonesMilestone
    
    Milestone Payment (USD)[***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***]
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Notwithstanding the foregoing, for the purpose of construing the Development
and Regulatory Milestone Payments specified in the above table:
 (i)
    
    If Development of a Product is terminated after
it achieves a Development or Regulatory milestone, then that Milestone
will not be due on subsequent achievement of the same Milestone by a
subsequent Product.(ii)
    
    If a subsequent Development Milestone is
achieved with respect to a particular Product before one or more prior
Development Milestones (e.g., if the [***]occurs prior to [***]), then
all such prior Development Milestones shall be deemed achieved with
respect to such Product upon achievement of the subsequent Development
Milestone and the corresponding Milestone Payments shall become due and
payable. Similarly, if [***]then the Milestone Payment due upon
[***]shall (if not previously paid) then be due and payable.(iii)
    
    Milestone Payments for [***]are payable upon
achievement of all of [***].(iv)
    
    Each [***]will be counted only once as it
relates to a particular Milestone Payment.(v)
    
    Milestone achievement associated with [***]
shall be paid as a [***]as noted in the above table, and only once,
regardless of the number of indications outside of oncology for which a
Product achieves each milestone.(vi)
    
    For clarity, notwithstanding the foregoing or
any other provision of this Agreement, each Development and Regulatory
Milestone Payment shall be payable only on the first occurrence of such
Milestone; and none of the Development or Regulatory Milestone Payments
shall be payable more than once.(vii)
    
    To the extent that one or more of the
foregoing Milestones is achieved as a result of [***]conducted by
Array in [***], the applicable Milestone payment shall be payable to
Array as [***], not a [***].
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(b)
    
    In further consideration of the licenses and rights granted
to Novartis hereunder, Novartis shall pay the following Sales Milestones:
 Sales MilestonesMilestone (USD)
    
    Milestone Payment (USD)[***]
    
    $
    [***][***]
    
    $
    [***][***]
    
    $
    [***]v
    
    $
    [***]
 (i)
    
    Each Sales Milestone shall be payable only once
per Product, the first time worldwide Net Sales in all indications for
such Product in a Calendar Year exceeds the relevant threshold set
forth above.(ii)
    
    Notwithstanding anything to the contrary
hereto, Novartis may deduct from any Sales Milestone Payments due to
Array, any amount it has reimbursed Array pursuant to Section 7.2(i).
 (c)
    
    Each Milestone Payment shall be deemed earned upon
achievement of the corresponding Milestone, and shall be notified by Novartis
to Array (or by Array to Novartis, if the Milestone is achieved by Array)
within thirty (30) days after achievement of the Milestone. Achievement of
the first Development Milestone ([***]) shall be as reasonably determined by
Novartis, provided that if trial actually proceeds into the [***].
Novartis shall make each Milestone Payment in accordance with Section 9.1(a).
 8.3 Royalty Payments .
 (a)
    
    In consideration of the licenses and rights to Novartis
hereunder,during the applicable Royalty Term and subject to Sections 8.3(b),
8.4, 8.5, 8.6 and 8.7, Novartis will make royalty payments to Array, on a
Product-by-Product basis, based on annual Net Sales of the applicable Product
within the Field in the Territory by Novartis, its Affiliates and
Sublicensees at the applicable rates set forth below.
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(i)
    
    For sales of a Product in the US:
 Total Net Sales of the ApplicableProduct in the US in any CalendarYear by Novartis, its Affiliatesand/or Sublicensees
    
    Royalty Rate[***]
    
    
    [***][***]
    
    
    [***]
 (ii)
    
    For sales of a Product outside of the US:
 Total Net Sales of the ApplicableProduct outside the US in anyCalendar Year by Novartis, itsAffiliates and/or Sublicensees
    
    Royalty Rate[***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***]
 (iii)
    
    For example, if Net Sales of a given Product
in the US in a Calendar Year are [***], the royalty on such Net Sales
shall be equal to [***].
 (b)
    
    Royalties will be payable on a Product-by-Product and
country-by-country basis from First Commercial Sale of such Product in such
country until the later of (i) the expiration of the last to expire Valid
Claim which, but for the licenses granted in this Agreement, would be
infringed by the Development, registration, manufacture, use or
Commercialization of such Product in such country; and (ii) [***]from the
First Commercial Sale of such Product in such country (Royalty Term).
 8.4 Failure to Pay Array Development Costs .
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Exhibit E Exhibit E
 8.5 Know-How Royalty . [***] [***] [***] [***] [***] [***] [***] [***] [***]
 8.6 [***] . [***] [***] [***]
 8.7 Third Party Obligations .
 (a)
    
    Notwithstanding the provisions of this Section 8.7, Array
shall remain responsible for the payment of royalty, milestone and other
payment obligations, if any, due to Third Parties under any Array Patents or
Array Know-How which have been licensed to Array prior to the Effective Date
and are sublicensed to Novartis under this Agreement. All such payments
shall be made promptly by Array in accordance with the terms of the
applicable license agreement(s).(b)
    
    If, after the Effective Date, Array acquires from a Third
Party Patent Rights or Know-How that would fall within the definition of
Array Patent Rights and/or Array Know-How (Third Party IP), Array shall
provide Novartis with reasonable notice of such acquisition and the terms
thereof. Novartis shall then have the option to either include or exclude
such Third Party IP as Array Patent Rights and/or Array Know-How. To the
extent that Novartis notifies Array that such Third Party IP
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shall be included in Array Patent Rights and/or Array Know-How, then the
following shall apply:
 (i)
    
    The licenses granted under Section 2.1 above
with respect to such Third Party IP shall be subject to Novartis
reimbursing Array for any payments owing to such Third Party by reason
of Novartis exercise of rights granted in this Agreement with respect
to the Third Party IP together with a reasonable share of all other
non-royalty payment obligations owing to such Third Party,(ii)
    
    To the extent such Third Party IP constitutes
Dominating Patent Rights (as defined in Section 8.7(c) below), the
reimbursement for royalty payments made by Novartis to Array with
respect to such Third Party IP shall be treated as Third Party royalty
payments under Section 8.7(c) below.
 (c)
    
    In the event that Novartis reasonably determines that Third
Party Patent Rights covering (i) the composition of matter, therapeutic use
and/or manufacture of an Array Compound would necessarily be infringed by the
manufacture, use or sale of a Product in a particular country without a
license of such Third Party Patent Rights (such Third Party Patent Rights,
Dominating Patent Rights) or (ii) the manufacture specifically of an Array
Compound (i.e., not applicable to molecules other than an Array Compound)
which do not constitute a Dominating Patent Right but would materially reduce
the cost of goods sold thereof (such Third Party Patent Rights Manufacturing
Patent Rights), and Novartis acquires a license to such Dominating Patent
Rights or Manufacturing Patent Rights, Novartis shall be entitled to deduct
from the royalties due to Array [***]of the royalties paid by Novartis to
such Third Party under such license with respect to sales of such Product in
such country; provided, however, that in no event shall the
royalties payable to Array in any given Calendar Quarter be so reduced to
[***]of the applicable royalty rate under Section 8.3 for sales in a given
country (taking into account any applicable reduction to the US royalty rate
called for in Section 8.4). Any amount that Novartis is entitled to deduct
that is reduced by the limitation on the deduction in the foregoing proviso
shall be carried forward and Novartis may deduct such amount from subsequent
amounts due to Array until the full amount that Novartis was entitled to
deduct is deducted. Array agrees to fully cooperate with Novartis to acquire
such rights. For such purposes, a patent shall be deemed to be necessarily
infringed if there is no practical alternative to Commercializing a Product
without infringing such patent.
 8.8 Royalty Floor .
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[***] Royalty Floor provided however [***] [***]
 8.9 No Projections .
 9. REPORTS AND PAYMENT TERMS
 9.1 Payment Terms .
 (a)
    
    Novartis shall provide Array with written notice of its
achievement of each Milestone as soon as practicable and in any case within
thirty (30) days after the specified event triggering such Milestone is
achieved by Novartis. After receipt of such notice, Array shall submit an
original invoice to Novartis substantially in the form of Exhibit B
for the corresponding Milestone Payment, provided that no such
invoice shall be submitted prior to the Effective Date. Novartis shall make
the corresponding Milestone Payment within as soon as practicable, and in any
case no later than forty-five (45) days after receipt of such original
invoice. With respect to Milestones achieved by Array, Array will provide
Novartis with written notice of its achievement of such Milestone, together
with an original invoice substantially in the form of Exhibit B.
Array shall promptly provide Novartis with such documentation supporting its
achievement of the Milestone as Novartis reasonably requests, and Novartis
will have no more than thirty (30) days from receipt of such notice to
confirm the occurrence of such Milestone. Novartis shall make the
corresponding Milestone Payment within forty-five (45) days after such
confirmation (and no later than seventy-five (75) days after receipt of
Arrays invoice).(b)
    
    Within forty-five (45) days after each Calendar Quarter
during the term of this Agreement following the First Commercial Sale of a
Product, Novartis will provide to Array a Sales & Royalty Report. After
receipt of such report, Array shall submit an original invoice to Novartis
substantially in the form of Exhibit B with respect to the royalty
amount and other payments with respect to the royalty amount shown therein.
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Novartis shall pay all royalty amounts within forty-five (45) days after
receipt of such invoice.(c)
    
    Each Party shall provide to the other Party an original
invoice for all amounts due to it under this Agreement. Unless otherwise
noted, payments on such invoices shall be made within forty-five (45) days of
the other Partys receipt of the applicable invoice. Invoices to Novartis
shall be substantially in the form set forth in Exhibit B.(d)
    
    All payments from Novartis to Array shall be made by wire
transfer in US Dollars to the credit of such bank account as may be
designated by Array in this Agreement or in writing to Novartis. Any payment
which falls due on a date which is not a Business Day may be made on the next
succeeding Business Day.(e)
    
    For the avoidance of doubt, unless and until this Agreement
becomes effective in accordance with Section 17.17, no payments shall become
due and payable. In particular, while Development Costs and (if applicable)
Milestone Payments with respect to activities performed in accordance with
the Development Plan shall begin accruing from the Effective Date, neither
Party will be obligated to effect reimbursement to the other Party for any
such costs incurred by the other Party under or in connection with this
Agreement, or payment for Milestone Payments earned prior to the Effective
Date, unless and until this Agreement becomes effective in accordance with
Section 17.17.
 9.2 Currency .
 9.3 Taxes .
 (a)
    
    Except as provided in this Section 9.3, Array will pay any
and all taxes levied on account of any payments made to it under this
Agreement. If any taxes are required to be withheld by Novartis, Novartis
will: (i) deduct such taxes from the payment made to Array; (ii) timely pay
the taxes to the proper taxing authority; (iii) send proof of payment to
Array; and (iv) reasonably assist Array in its efforts to obtain a credit for
such tax payment. Each Party agrees to reasonably assist the other Party in
lawfully claiming exemptions from and/or minimizing such deductions or
withholdings under double taxation laws or similar circumstances;
provided, however, that if either Party assigns its rights
and obligations under this Agreement to one or more of its Affiliates, the
assigning Party shall be responsible for any adverse withholding tax
consequences to the non-assigning Party that are incurred as a result of
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payments no longer being made between Bermuda and the US or Switzerland
and the US.
 (b)
    
    To the extent that the payments or activities under
Articles 4, 5, 6 or 7.2, but excluding Sections 4.1 and 6.1(b)(i), are
subject to any sales, use, excise, ad valorem, value added, or other similar
taxes, then to the extent such taxes are not recoverable, the same shall be
deemed Development Costs.
 9.4 Records and Audit Rights .
 (a)
    
    Each Party shall keep, and shall require their Affiliates
to keep, complete, true and accurate books and records in accordance with its
Accounting Standards in relation to this Agreement, including Development
Costs under Article 5 and costs incurred by Array pursuant to Section 7.2
and, with respect to Novartis, in relation to Net Sales and royalties.
Novartis shall ensure that any Sublicensees are bound by similar record
keeping obligations in relation to Net Sales. Each Party will keep such
books and records at its principal place of business (or the place of
business of its Affiliates or Sublicensees, as applicable) for at least three
(3) years following the Calendar Quarter to which they pertain.(b)
    
    Each Party (the Audit Rights Holder) may, upon written
request and at its expense (except as provided for in Section 9.4(f)), cause
an internationally-recognized independent accounting firm selected by it
(except one to whom the auditee has a reasonable objection) (the Audit
Team) to audit during ordinary business hours the books and records of the
other Party (Auditee) and its Affiliates (and with respect to Novartis, its
Sublicensees) for a given Calendar Year and the correctness of any payments
made or required to be made to or by such Party during such Calendar Year,
and any report, data or calculation underlying such payment (or lack
thereof), pursuant to the terms of this Agreement. Prior to commencing its
work pursuant to this Agreement, the Audit Team shall enter into an
appropriate confidentiality agreement with the Auditee. The Audit Team shall
have the right to disclose to the Party requesting the audit the results and
its conclusions regarding any payments owed under this Agreement, and said
Party shall treat such conclusions as Confidential Information pursuant to
Article 11 hereto. For the avoidance of doubt, notwithstanding the
foregoing, the Audit Team shall not disclose to the Party requesting the
audit any more detailed information than such Party would have otherwise been
entitled to receive pursuant to this Agreement. To the extent that Novartis
does not have the right to grant Array the right to audit its Sublicensees
books and records hereunder, Novartis shall to the extent permitted obtain
for itself such right and, at the request of Array, Novartis shall
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exercise such audit right with respect to Sublicensees and provide the
results of such audit for inspection by Array pursuant to this
Section 9.4(b).
 (c)
    
    In respect of each audit of the Auditees books and
records: (i) the Auditee shall be audited not more frequently than once per
year; (ii) no records for any given year for an Auditee may be audited more
than once; and (iii) the Audit Rights Holder shall only be entitled to audit
books and records of an Auditee from the three (3) years prior to the
Calendar Quarter in which the audit request is made.(d)
    
    In order to initiate an audit for a particular Calendar
Year, the Audit Rights Holder must provide written notice to the Auditee,
which notice shall include one or more proposed dates for the audit and which
notice shall be given not less than sixty (60) days prior to the first
proposed audit date. The Auditee will reasonably accommodate the scheduling
of such audit. The Auditee shall provide the Audit Team(s) with full and
complete access to the applicable books and records and otherwise reasonably
cooperate with such audit.(e)
    
    The audit report and basis for any determination by an
Audit Team shall be made available for review and comment by the Auditee, and
the Auditee shall have the right, at its expense, to request a further
determination by such Audit Team as to matters which the Auditee disputes (to
be completed no more than thirty (30) days after the applicable audit report
is provided to such Auditee and to be limited to the disputed matters). If
the Parties disagree as to such further determination, the Audit Rights
Holder and the Auditee shall mutually select an internationally-recognized
independent accounting firm that shall make a final determination as to the
remaining matters in dispute, which determination shall be binding upon the
Parties.(f)
    
    If any audit finds any under-reporting or underpayment, or
overcharging by any Party, the underpaying or overcharging Party shall remit
such underpayment or reimburse such overcompensation to the underpaid or
overcharged Party within sixty (60) days of receiving the final audit report
establishing such obligation and a corresponding invoice. Further, if the
audit for any one or more Calendar Years shows an under-reporting or
underpayment or an overcharge by the Auditee for that period in excess of ten
percent (10%) of the amounts properly determined, the Auditee shall reimburse
the Audit Rights Holder for its out-of-pocket expenses, including the fees
and expenses paid by it to the Audit Team(s), in connection with said audit,
which reimbursement shall be made within sixty (60) days of receiving
appropriate invoices and other support for such audit-related costs.
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10. INTELLECTUAL PROPERTY RIGHTS
 10.1 Ownership of Inventions .
 (a)
    
    All inventions and other Know-How arising from the Parties
activities under this Agreement, including any patent applications and
patents covering such inventions and other Know-How, made solely by employees
or consultants of a Party shall be owned by such Party.(b)
    
    All such inventions and other Know-How made or developed
jointly by employees or consultants of both Parties shall be owned jointly by
the Parties. Determination of inventorship shall be made in accordance with
US patent laws and any Patent Rights with a named inventor that is an
employee or consultant of each Party will be jointly owned.(c)
    
    Arrays rights in any such Know-How and Patent Rights shall
be included in the licenses granted pursuant to Section 2.1(a) or 2.1(b), as
applicable, of this Agreement. Any jointly owned Know-How and Patent Rights
will be included in the Joint Know-How and Joint Patent Rights and licensed
hereunder to Novartis pursuant to Section 2.1(a) or 2.1(b), as applicable, of
above. Each Party may use, or license to any Third Party, any jointly owned
Know-How and Patent Rights for any other purpose not inconsistent with the
license grants in Sections 2.1(a) and (b) or such Partys obligations under
Section 2.4 without accounting to or obtaining the approval of the other
Party. However, except to a permitted assignee under in Section 17.1,
neither Party shall assign to any Third Party its interest in any jointly
owned Patent Rights without the other Partys prior written consent (not to
be unreasonably withheld).
 10.2 Patent Prosecution .
 (a)
    
    Array Patents.
 (i)
    
    The responsibility for filing, prosecuting and
maintaining the Array Patents shall be as follows:
 (A)
    
    Prior to the AZ Termination Date,
Array or its designee will be responsible for filing,
prosecuting and maintaining the Array Patents at its own cost
and expense and Novartis will have the right to review and
comment on drafts of substantive patent submissions with respect
thereto, which comments shall be accepted by Array so long as
they do not cause Array to be in breach of the AZ Agreement.
Array will consult with Novartis and keep Novartis reasonably
informed of the status of such Array Patents and
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provide copies of all substantive documentation submitted to,
or received from, the patent offices in connection therewith,
it being understood and agreed that Array shall make all
decisions relating thereto in accordance with Novartis
instructions so long as such instructions do not cause Array
to be in breach of the AZ Agreement.
 (B)
    
    From and after the AZ Termination
Date, Novartis will be responsible for filing, prosecuting and
maintaining the Array Patents, at its own cost and expense.
Array will fully cooperate with Novartis in connection with the
filing, prosecution and maintenance of the Array Patents,
including by providing access to relevant persons and executing
all documentation reasonably requested by Novartis. Novartis
will consult with Array and keep Array reasonably informed of
the status of such Array Patents, it being understood and agreed
that Novartis shall make all decisions relating thereto.
 (ii)
    
    The Party responsible for filing, prosecuting
and maintaining the Array Patents in accordance with Section 10.2(a)
(the Responsible Party) will notify the other Party of any decision
to cease prosecution and/or maintenance of, or not to continue to pay
the expenses of prosecution and/or maintenance of, any Array Patents.
The Responsible Party will provide such notice at least thirty (30)
days prior to any filing or payment due date, or any other due date
that requires action, in connection with such Patent Right. In such
event, the Responsible Party shall, to the extent consistent with
existing Third Party rights, permit the other Party, at its sole
discretion and expense, to continue prosecution or maintenance of such
Array Patent Right.(iii)
    
    Array shall use its best efforts, including
acting on Novartis suggestions, to modify as soon as practicable the
Array Patents by filing divisionals or taking such other actions so
that claims covering the Array Compounds that do not constitute AZ
Candidate Drugs are separated from claims covering AZ Candidate Drugs.
To the extent Array is not able to modify the Array Patents as provided
in this Section 10.2(a)(iii), Array shall cooperate with Novartis to
prosecute the Array Patents in the Territory in the same manner as set
forth in this Section 10.2.
 (b)
    
    Joint Patents.
 (i)
    
    Novartis will be responsible for filing,
prosecuting and maintaining any Joint Patents at its own cost and
expense. Array will fully cooperate with Novartis in connection with
the filing, prosecution
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and maintenance of such Joint Patents, including by providing access
to relevant persons and executing all documentation reasonably
requested by Novartis. Novartis will consult with Array and keep
Array reasonably informed of the status of such Joint Patents and
will provide Array with all material filings and correspondences with
the patent authorities with respect to such Joint Patents for Arrays
review and comment, it being understood and agreed that Novartis
shall make all decisions relating thereto.
 (ii)
    
    Novartis will notify Array of any decision not
to file applications for, or to cease prosecution and/or maintenance
of, or not to continue to pay the expenses of prosecution and/or
maintenance of, any Joint Patents. Novartis will provide such notice
at least thirty (30) days prior to any filing or payment due date, or
any other due date that requires action, in connection with such Patent
Right. In such event, Novartis shall permit Array, at its sole
discretion and expense, to file or to continue prosecution or
maintenance of such Joint Patent.
 10.3 Patent Infringement .
 (a)
    
    Each Party will notify the other of any infringement by a
Third Party of any of the Array Patents or Joint Patents through the
development or commercialization of a Competing Product in the Territory of
which such Party becomes aware, including any patent certification filed in
the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or
similar provisions in other jurisdictions and of any declaratory judgment,
opposition, or similar action alleging the invalidity, unenforceability or
non-infringement of any of the Array Patents or Joint Patents (collectively
Competing Product Infringement).(b)
    
    Competing Product Infringement.
 (i)
    
    Novartis will have the first right to bring and
control any legal action to enforce the Array Patents or the Joint
Patents in connection with a Competing Product Infringement at its own
expense as it reasonably determines appropriate, and Array shall have
the right, at its own expense, to be represented in any such action by
counsel of its own choice. Additionally, Novartis agrees to keep Array
fully apprised with respect to such enforcement action. In the event
Novartis elects not to initiate an action to enforce the Array Patents
or the Joint Patents in connection with a Competing Product
Infringement within one hundred twenty (120) days of a request by Array
to do so, (or within such shorter period which may be required to
preserve the legal rights of Array under the laws of the relevant
government), Array may initiate such action at its expense, and
Novartis shall have the right, at its own
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expense, to be represented in any such action by counsel of its own
choice. Array agrees to keep Novartis fully apprised with respect to
such enforcement action.
 (ii)
    
    At the request of the Party enforcing the Array
Patents or the Joint Patents (the Enforcing Party), the other Party
(the Non-Enforcing Party) shall provide reasonable assistance in
connection with such enforcement action, including by executing
reasonably appropriate documents, cooperating in discovery and filing
the action or joining as a party to the action if required. Without
limiting the foregoing, upon the written request of Novartis, Array
shall file an action for a Competing Product infringement with respect
to a Generic Equivalent.(iii)
    
    In connection with any such proceeding, the
Enforcing Party shall not enter into any settlement admitting the
invalidity of, or otherwise impairing the Non-Enforcing Partys rights
in, the Array Patents or the Joint Patents without the prior written
consent of the Non-Enforcing Party, which will not be unreasonably
withheld or delayed.(iv)
    
    Any recoveries resulting from such an action
relating to a claim of Competing Product Infringement of the Array
Patents or the Joint Patents shall be first applied against repayment
of each Partys actual out-of-pocket costs and expenses, or
proportionate percentages thereof, in connection therewith. Any
remainder will be shared as follows: Array shall be paid an amount
equal to the royalties that would have been due upon sales of the
infringing product as if such infringing sales had been Net Sales of a
Product sold by Novartis, and the remaining portion of such recovery
shall be paid to Novartis.
 (c)
    
    AZ Agreement. Novartis rights under Section 10.3(b) are
subject to rights previously granted to AstraZeneca AB (AZ) under that
certain Collaboration and License Agreement between Array and AZ, effective
as of December 18, 2003, as amended by that certain Amendment to
Collaboration and License Agreement, between Array and AZ, effective as of
June 1, 2009 (collectively, the AZ Agreement).For the avoidance of doubt,
all rights granted to or retained by Array pursuant to Sections 8.3.1 and
8.3.3 of the AZ Agreement shall, to the extent relating to Array Compounds or
Products, be subject to this Agreement, including this Section 10.3. Without
limiting the preceding sentence, [***]. Any enforcement actions initiated by
AZ with respect to a Competing Product Infringement shall be deemed initiated
by Array for purposes of Section 10.3(b), and the costs and expenses incurred
by Array in such enforcement action shall include any costs and expenses
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reimbursed or required to be reimbursed by Array to AZ in accordance with
the AZ Agreement in such enforcement action. Additionally it is further
understood that notwithstanding anything to the contrary in this
Agreement, the AZ Agreement, and the rights granted to AZ thereunder,
shall in no event constitute a breach of Sections 2.4(a), 14.2 or 14.3.
 (d)
    
    [***]. Notwithstanding the foregoing, upon the written
request of Novartis, Array shall [***].
 10.4 Reserved.
 10.5 Trademarks . Product Marks
 10.6 Patent Extensions .
 (a)
    
    The Parties shall cooperate and shall take each others
advice into reasonable account in obtaining patent term restoration (under
but not limited to Drug Price Competition and Patent Term Restoration Act),
supplemental protection certificates or their equivalents, and patent term
extensions with respect to the Array Patents in any country and/or region
where applicable. Subject to Arrays obligations to AZ under the AZ
Agreement, Novartis shall have the right to direct Arrays actions in
exercising any rights granted to or retained by Array pursuant to the AZ
Agreement with respect to any such patent term extensions. Notwithstanding
the foregoing, Array shall not be obligated to take an action requested by
Novartis if such action would limit the ability of Array to obtain a patent
extension with respect to an AZ Licensed Product.(b)
    
    The Parties will discuss the decision regarding patent
extensions, provided that Novartis shall have the final decision making
authority with respect thereto.
 10.7 [***] . [***] [***] [***] [***] [***]
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11. CONFIDENTIALITY
 11.1 Duty of Confidence .
 (a)
    
    Subject to the other provisions of this Article 11, all
Confidential Information disclosed by a Party or its Affiliates under this
Agreement will be maintained in confidence and otherwise safeguarded by the
recipient Party and its Affiliates. The recipient Party may only use any
such Confidential Information for the purposes of this Agreement and pursuant
to the rights granted to the recipient Party under this Agreement. Subject
to the other provisions of this Article 11, the recipient Party and its
Affiliates shall hold as confidential such Confidential Information of the
other Party or its Affiliates in the same manner and with the same protection
as such recipient Party maintains its own confidential information. Subject
to the other provisions of this Article 11 and Article 13, a recipient Party
may only disclose Confidential Information of the other Party to: (i) its
Affiliates and Sublicensees; and (ii) employees, directors, agents,
contractors, consultants and advisers of the Party and its Affiliates and
Sublicensees, in each case to the extent reasonably necessary for the
purposes of, and for those matters undertaken pursuant to, this Agreement;
provided that such Persons are bound to maintain the confidentiality
of the Confidential Information in a manner consistent with the
confidentiality provisions of this Agreement.(b)
    
    Subject to Section 11.3 below, Array shall maintain in
confidence and otherwise safeguard all Array Know-How to the extent such
Know-How is of confidential and proprietary nature, and each Party shall
maintain in confidence and otherwise safeguard all Joint Know-How to the
extent such Joint Know-How is of confidential and proprietary nature. The
foregoing shall not preclude a Party from disclosing its own Know-How or
Joint Know-How for purposes outside the scope of the exclusive licenses
granted to the other Party under this Agreement.
 11.2 Exceptions .
 (a)
    
    is (at the time of disclosure) or becomes (after the time
of disclosure) known to the public or part of the public domain through no
breach of this Agreement by the recipient Party or its Affiliates;(b)
    
    was known to, or was otherwise in the possession of, the
recipient Party or its Affiliates prior to the time of disclosure by the
disclosing Party or any of its Affiliates;
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(c)
    
    is disclosed to the recipient Party or an Affiliate on a
non-confidential basis by a Third Party who is entitled to disclose it
without breaching any confidentiality obligation to the disclosing Party or
any of its Affiliates; or(d)
    
    is independently developed by or on behalf of the recipient
Party or its Affiliates, as evidenced by written records, without reference
to the Confidential Information disclosed by the disclosing Party or its
Affiliates under this Agreement.
  11.3 Authorized Disclosures .
 (a)
    
    In addition to disclosures allowed under Section 11.2,
Novartis may disclose Confidential Information belonging to Array or its
Affiliates to the extent such disclosure is necessary in the following
instances: (i) filing or prosecuting Patent Rights as permitted by this
Agreement; (ii) in connection with Regulatory Filings for Products;
(iii) prosecuting or defending litigation as permitted by this Agreement;
(iv) complying with applicable court orders or governmental regulations
(including securities regulations); or (v) to the extent otherwise necessary
or appropriate in connection with exercising the license and other rights
granted to it hereunder.(b)
    
    In addition, Novartis and its Affiliates and Sublicensees
may disclose Confidential Information of Array to Third Parties as may be
necessary or useful in connection with the Development, manufacture or
Commercialization of the Array Compounds and/or Product(s) as contemplated by
this Agreement, including in connection with subcontracting transactions.
The foregoing shall apply reciprocally to Array in connection with the
exercise of the Array Development Activities.(c)
    
    In the event the recipient Party is required to disclose
Confidential Information of the disclosing Party by law or in connection with
bona fide legal process, including disclosures of the type contemplated by
Section 11.3(a)(iv), such disclosure shall not be a breach of this Agreement;
provided that the recipient Party (i) informs the disclosing Party as
soon as reasonably practicable of the required disclosure;
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11.4 Ongoing Obligation for Confidentiality .
 11.5 Terms of this Agreement .
 12. TERM AND TERMINATION
 12.1 Term .
 12.2 Termination for Breach .
 (a)
    
    If either Novartis or Array is in material breach of any
material obligation hereunder, the non-breaching Party may give written
notice to the breaching Party specifying the claimed particulars of such
breach, and in the event such material breach is not cured within ninety (90)
days after such notice, the non-breaching Party shall have the right
thereafter to terminate this Agreement immediately by giving written notice
to the breaching Party to such effect; provided, however,
that if such breach is capable of being cured but cannot be cured within such
ninety (90) day period and the breaching Party initiates actions to cure such
breach within such period and thereafter diligently pursues such actions, the
non-breaching Party shall grant the breaching Party such additional period as
is reasonable in the circumstances to cure such breach.(b)
    
    Notwithstanding this Section 12.2, in the event of Arrays
uncured material breach of any of its obligations under Section 7.2 or the
Co-Detailing Agreement, Novartis shall have the right to terminate Arrays
rights under Section 7.2 and the Co-Detailing Agreement, and
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this Agreement shall otherwise continue in full force and effect as if
Arrays Co-Detailing Option under Section 7.2 had expired without Arrays
exercising such option.(c)
    
    In the event that arbitration is commenced with respect to
any alleged breach hereunder, no purported termination of this Agreement
pursuant to this Section 12.2 shall take effect until the resolution of such
arbitration.(d)
    
    Novartis shall not be required to make any Milestone
Payments pursuant to Section 8.2 to the extent that the applicable triggering
event for such Milestone Payment occurs during the termination notice period
set forth in this Section 12.2 or during any arbitration with respect to any
alleged material breach by Array hereunder; provided, that if the
outcome of any such termination or arbitration is such that Novartis
licenses hereunder remain in effect (either because the Agreement has not
been validly terminated or because Novartis licenses remain in effect as set
forth in Section 13.2), then such Milestone Payment shall become immediately
payable by Novartis (to the extent required under Section 13.2(b), if
applicable).(e)
    
    Any termination by any Party under this Section 12.2 and
the effects of termination provided herein shall be without prejudice to any
damages or other legal or equitable remedies to which it may be entitled from
the other Party.
 12.3 Termination for Insolvency . Code
 12.4 Partial Termination for Change of Control of Array .
 (a)
    
    Array shall provide written notice to Novartis within
twenty-four (24) hours following any event or transaction (or series of
events or transactions) that constitutes a Change of Control.(b)
    
    In the event of a Change of Control of Array, Novartis
shall have the right, upon written notice to Array, within sixty (60) days
after Novartis receives notice of consummation of such Change of Control, to:
 (i)
    
    terminate the provisions of Article 3, and upon
such notice, Array shall have no rights, and Novartis will not be
obligated, under Article 3 for the remaining term of this Agreement;
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(ii)
    
    terminate the provisions of Article 5 on a
partial basis solely with respect to Arrays right and obligation to
conduct Array Development Activities, and pay future Array Development
Costs and upon such notice, Array or its successor will (A) cooperate
in good faith to transition and transfer to Novartis all remaining
Development activities assigned to Array under the Development Plan,
including all information and data relevant to any such activities and
all supplies of any Array Compounds and Products then in Arrays
possession or control, including assignment of all relevant clinical
trial agreements or agreements with contract research organizations and
all Regulatory Approvals, and (B) have the right to pay to Novartis any
unpaid Array Development Costs previously incurred and invoiced;(iii)
    
    terminate the provisions of Section 7.2 and
the Co-Detailing Agreement, and upon such notice, Array shall have no
rights and Novartis will not be obligated under Section 7.2 and the
Co-Detailing Agreement for the remaining term of this Agreement (other
than with respect to the transition to Novartis of any Detailing
activities then being conducted by Array, which transition shall be
conducted in accordance with applicable provisions of the Co-Detailing
Agreement); and/or(iv)
    
    Novartis shall provide Array annual updates on
its progress with respect to the Development and Commercialization of
the Array Compounds and Products hereunder, including the overall
status of ongoing clinical trials, and material adverse events
reporting (if any).
 (c)
    
    For clarity, Novartis shall be entitled, in its sole
discretion, to make the elections provided for in this Section 12.4 upon each
occurrence of a Change of Control of Array.
 12.5 Termination by Novartis Without Cause .
 12.6 Rights in Bankruptcy .
 (a)
    
    All licenses, Commercialization, manufacturing and
Development rights granted under or pursuant to this Agreement are, and will
otherwise be deemed to be, for purposes of Section 365(n) of the Code and any
similar laws in any other country in the Territory, licenses of rights to
intellectual property as defined under Section 101 of the Code. The
Parties agree that Novartis, as licensee of such rights under this Agreement,
will retain and may fully exercise all of its protections, rights and
elections under the Code and any similar laws in any other
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country in the Territory. The Parties further agree that, in the event of
the commencement of a bankruptcy proceeding by or against Array under the
Code and any similar laws in any other country in the Territory, Novartis
will be entitled to a complete duplicate of (or complete access to, as
appropriate) any such intellectual property and all embodiments of such
intellectual property, and the same, if not already in its possession,
will be promptly delivered to it (i) upon any such commencement of a
bankruptcy proceeding upon its written request therefor, unless Array
elects to continue to perform all of its obligations under this Agreement,
or (ii) if not delivered under (i) above, upon written request therefor by
Novartis following the rejection of this Agreement by or on behalf of
Array.(b)
    
    All rights, powers and remedies of Novartis provided for in
this Section 12.6 are in addition to and not in substitution for any and all
other rights, powers and remedies now or hereafter existing at law or in
equity (including, without limitation, under the Code and any similar laws in
any other country in the Territory). In the event of the Bankruptcy of
Array, Novartis, in addition to the rights, power and remedies expressly
provided herein, shall be entitled to exercise all other such rights and
powers and resort to all other such remedies as may now or hereafter exist at
law or in equity (including, without limitation, under the Code and any
similar laws in any other country in the Territory). The Parties agree that
they intend the following Novartis rights to extend to the maximum extent
permitted by law, including, without limitation, for purposes of the Code and
any similar laws in any other country in the Territory: (i) the right of
access to any intellectual property (including all embodiments thereof) of
Array, or any Third Party with whom Array contracts to perform an obligation
of Array under this Agreement which is necessary for the Development,
registration, manufacture and/or Commercialization of Products in the
Territory; (ii) the right to contract directly with any Third Party described
in (i) to complete the contracted work, and (iii) the right to cure any
breach of or default under any such agreement with a Third Party and set off
the costs thereof against amounts payable to Array under this Agreement.
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13. EFFECT OF TERMINATION
 13.1 Accrued Obligations .
 13.2 Termination by Novartis for Cause .
 (a)
    
    Any licenses granted by Novartis to Array will terminate
and revert to Novartis;(b)
    
    the licenses and other rights granted by Array to Novartis
under the Arrays Technology and Arrays interest in any Joint Technology
will remain in effect in accordance with their respective terms (including
Articles 8 and 9); provided, however, that (i) the license
granted to Novartis in Section 2.1 shall become a perpetual and irrevocable
license; (ii) the amount of any Milestone Payments and royalties applicable
to Net Sales of Product shall be [***]other than for a breach of Section
2.4, without prejudice to any other remedies; (iii) the reduction in
Milestone Payments and royalties shall be credited against any other monetary
damages awarded to Novartis as a result of Arrays breach; and (iv) Novartis
shall have the right to offset the full amount of any remaining monetary
damages awarded to it (i.e., any amount in excess of the reduction set forth
in subsection (ii) above) against any Milestone Payments and/or royalties.(c)
    
    Section 2.3 shall survive with respect to Array only in
accordance with its terms for the duration of the Royalty Term;(d)
    
    For the avoidance of doubt, Section 2.3 shall terminate as
to Novartis;(e)
    
    Novartis shall continue to have the right, as applicable,
to prosecute, maintain, enforce and defend the Array Patents and Joint
Patents to the extent specified in Sections 10.2 and 10.3;(f)
    
    Except as set forth in this Section 13.2 and in Sections
13.1 and 13.4, the rights and obligations of the Parties hereunder shall
terminate as of the date of such termination.
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13.3 Termination by Novartis Without Cause or by Array for Cause .
 (a)
    
    Wind-down Period.
 (i)
    
    Development. In the event there are
any ongoing clinical trials of any Product in the Territory, at Arrays
request, following the date a notice of termination has been issued by
Novartis pursuant to Section 12.5 or by Array pursuant to Section 12.2
or 12.3, Novartis agrees to continue such trials in the normal course
until the effective date of the termination, or, to the extent so
requested by Array, to promptly transition to Array or its designee
such clinical trials or portions thereof. Novartis agrees promptly to
reimburse Array for [***]of the Out-of-Pocket Costs incurred by Array
in connection with Arrays continued performance of such clinical
trials during the [***]after the date notice of such termination is
delivered. Notwithstanding anything herein to the contrary, following
the effective date of termination of this Agreement, Novartis may
terminate any ongoing or continuing trials in its sole discretion to
the extent that Array does not request that such trials be transitioned
to Array in accordance with the foregoing.(ii)
    
    Commercialization. To avoid a
disruption in the supply of Product to patients, if the Agreement is
terminated after the [***], Novartis, its Affiliates and its
Sublicensees shall continue to distribute (but for the avoidance of
doubt, shall have no obligation to promote or market) the Product in
each country of the Territory in which it is being distributed, in
accordance with the terms and conditions of this Agreement, until the
date on which Array notifies Novartis in writing that Array has secured
an alternative distributor or licensee for the Product in such country,
but in no event for more than [***]after the effective date of any
termination of this Agreement (the Wind-down Period);
provided that Novartis, its Affiliates and its Sublicensees
shall cease such activities, or any portion thereof, in a given country
upon sixty (60) days notice by Array requesting that such activities
(or portion thereof) be ceased. Notwithstanding any other provision of
this Agreement, during the Wind-down Period, Novartis and its
Affiliates and Sublicensees rights with respect to the Array Compound
and the Products in the Territory shall be non-exclusive and, without
limiting the foregoing, Array shall have the right to engage one or
more other distributor(s) and/or licensee(s) of any Product in all or
part of the Territory. Any Product sold or disposed by Novartis in the
Territory during the
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Wind-down Period shall be subject to applicable payment obligations
under Articles 8 and 9 above.(iii)
    
    Arrays Activities. Array shall use
Commercially Reasonable Efforts to prepare itself for, and enable
Novartis to, transition to Array as soon as reasonably practicable the
activities described in Sections 13.3(a)(i) and (a)(ii).
 (b)
    
    Assignment of Regulatory Filings and Regulatory
Approvals. At Arrays request, and to the extent permitted under
applicable law, Novartis shall assign or cause to be assigned to Array or its
designee (or to the extent not so assignable, Novartis shall take all
reasonable actions to make available to Array or its designee the benefits
of) all Regulatory Filings for all Product in the Territory, including any
such Regulatory Filings made or owned by Novartis Affiliates and/or
Sublicensees. In each case, unless otherwise required by any applicable law,
the foregoing assignment (or availability) shall be made as soon as
reasonably practicable after the effective date of any termination of this
Agreement and in any event no later than thirty (30) days after the effective
date of such termination, or if such assignment cannot legally be made within
such thirty-day period, as soon thereafter as such assignment can legally be
made. Array shall use Commercially Reasonable Efforts to assist Novartis in
any manner reasonably requested by Novartis to effectuate such assignments.(c)
    
    Supply. Novartis shall use Commercially Reasonable
Efforts to transition to Array upon Arrays request, and Array shall use
Commercially Reasonable Efforts to be in a position to receive the
transitioning of, any arrangement with any contractor from which Novartis had
arranged to obtain a supply of the Array Compound or Products. In the event
that such materials are manufactured by Novartis, then, upon request by
Array, Novartis shall continue to provide Array with such materials at a
price equal to Novartis Fully Burdened Manufacturing Cost for such materials
for not longer than [***]after the effective date of such termination;
provided that Array shall use commercially reasonable efforts to
obtain such alternative source as soon as practicable. In addition, Novartis
shall promptly provide to Array a copy of all data pertaining to the
manufacture of the Array Compound and the Products to the extent not
previously provided to Array, and Array shall have the right to use (and
authorize the use of) and to disclose all such data following termination of
this Agreement for purposes of manufacturing Products, subject to reasonable
procedures to maintain the confidentiality thereof.(d)
    
    Safety Issues. Notwithstanding Section 13.3(a) and
(c) above, if Novartis reasonably determines that the conduct of any clinical
trial or
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the sale of a Product should be discontinued because the Product is unsafe
for human use or if continued Development or Commercialization of the
Product would be unethical, then Novartis shall have no obligation to
continue clinical trials of such Product pursuant to Section 13.3(a)(i),
to continue to Commercialize such Product pursuant to Section 13.3(a)(ii),
or to supply Array with quantities of such Product pursuant to Section
13.3(c).(e)
    
    Transition. Novartis shall use Commercially
Reasonable Efforts to cooperate with Array and/or its designee to effect,
and Array shall use Commercially Reasonable Efforts to effectuate, a smooth
and orderly transition in the development, sale and ongoing marketing,
promotion and Commercialization of the Products in the Territory during the
Wind-down Period.(f)
    
    License of Novartis Technology; Transfer of Data and
Know-How. Effective as of the notice of such termination, to the extent
requested by Array, Array shall have and is hereby granted by Novartis an
exclusive, irrevocable, world-wide license, with the right to sublicense,
under any Patent Rights and Know-How owned or Controlled by Novartis or its
Affiliates which are reasonably necessary in order to continue, or were
actually used to manufacture, Develop and/or Commercialize Array Compounds
and Products to research, Develop, make, use, import, offer for sale, sell
and otherwise Commercialize (or have any of the foregoing done on its behalf)
such Array Compounds and Products. Section 11.1(b) shall cease to apply and
Array shall be free to use and disclose without restriction all Array
Know-How. In addition, effective as of the notice of such termination,
Novartis shall (x) promptly provide to Array a copy of all such Know-How, to
the extent not previously provided to Array, and (y) assign and hereby
assigns to Array all Product-specific trademarks then being used in
connection with the manufacture, Development or Commercialization of
Products. The foregoing rights and license shall be fully paid and
royalty-free, provided that (i) if the effective date of termination
occurs after either Party has initiated a [***]of a Product, but prior to
such Product having achieved [***]in cumulative aggregate worldwide Net
Sales, then Array shall pay to Novartis a royalty on the Net Sales of such
Product worldwide, on a Product-by-Product basis and on a country-by-country
basis, at a rate of [***], such royalty to commence once cumulative aggregate
worldwide Net Sales of such Product of at least [***]have been achieved, and
(ii) if the effective date of such termination occurs after cumulative
aggregate worldwide Net Sales of a Product hereunder of at least [***]have
been achieved, then Array shall pay to Novartis a royalty on the Net Sales of
such Product worldwide, on a Product-by-Product basis and on a
country-by-country basis, at a rate of [***]. The royalties due under
subsections (i) and (ii) above shall continue on a country-by-country
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basis until the later of: (A) the expiration of the last to expire Valid
Claim (as defined in Section 1.1 but substituting Novartis for Array in
such definition solely for purposes of this Section 13.3(g)) so licensed
to Array by Novartis covering such Product in such country; and (B) the
tenth (10th) anniversary of the First Commercial Sale of such Product by
Array, its Affiliates or licensees (including Novartis, its Affiliates or
Sublicensees) in such country. For purposes of such royalties, the
definition of Net Sales and Sections 8.5-8.8, 9.1(b), 9.2 and 9.3(a) above
shall apply, mutatis, mutandis.(g)
    
    Third Party Payments. Array shall be responsible
for the payment of milestones, royalties and any other payment obligations,
if any, due to Third Parties under (A) Array Technology as set forth in
Section 8.7(a) and 8.7(b) and (B) Third Party technology obtained by Novartis
under Section 8.7(c), to the extent Novartis assigns or sublicenses the right
to such technology to Array.(h)
    
    Array Development Costs. Any unpaid Accrued Array
Development Costs as of the effective date of termination, shall be cancelled
and deemed fully paid and discharged. In addition, for the Calendar Year in
which the termination occurs, the Array Annual Cap shall be prorated based on
the number of days in such Calendar Year prior to the effective date of such
termination.(i)
    
    Other Rights and Obligations. Except as set forth
in this Section 13.3 and in Sections 13.1 and 13.4, the rights and
obligations of the Parties hereunder shall terminate as of the date of such
termination.
 13.4 Survival .
 13.5 Termination Not Sole Remedy .
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14. REPRESENTATIONS, WARRANTIES AND COVENANTS
 14.1 Representations and Warranties by Each Party .
 (a)
    
    it is a corporation duly organized, validly existing, and
in good standing under the laws of its jurisdiction of formation;(b)
    
    it has full corporate power and authority to execute,
deliver, and perform this Agreement, and has taken all corporate action
required by law and its organizational documents to authorize the execution
and delivery of this Agreement and the consummation of the transactions
contemplated by this Agreement;(c)
    
    this Agreement constitutes a valid and binding agreement
enforceable against it in accordance with its terms;(d)
    
    all consents, approvals and authorizations from all
governmental authorities or other Third Parties required to be obtained by
such Party in connection with this Agreement have been obtained; and(e)
    
    the execution and delivery of this Agreement and all other
instruments and documents required to be executed pursuant to this Agreement,
and the consummation of the transactions contemplated hereby and thereby do
not and shall not (i) conflict with or result in a breach of any provision of
its organizational documents, (ii) result in a breach of any agreement to
which it is a party; or (iii) violate any law.
 14.2 Representations and Warranties by Array .
 (a)
    
    Exhibit A of this Agreement includes a complete and
accurate list of (x) all Patent Rights described in clause (i) of the
definition of Array Patents in existence as of the Effective Date, indicating
the owner, licensor and/or co-owner(s) thereof if any such Array Patent is
not solely owned by Array and (y) all license, assignment, distribution or
other agreements existing as of the Effective Date relating to the Array
Patents and Array Know-How; provided, however, that notwithstanding the
foregoing, Array is not making any representations or warranties with respect
to any Array Patents that are included in the definition of Array Patents
solely due to the fact that they are useful for the research, Development,
manufacture, use or Commercialization of the Array Compounds and/or Products
in the Field and to practice the licenses granted hereunder;(b)
    
    except as specified on Exhibit A, Array is the sole
and exclusive owner, or exclusive licensee of all of the Array Patents, free
from
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Encumbrances which would contravene or conflict with the rights granted
Novartis hereunder, and is listed in the records of the appropriate
governmental agencies as an owner of record or exclusive licensee for each
registration, grant and application included in such Array Patents;(c)
    
    Except with respect the Array Patent Rights that name at
least one AZ inventor, which Array Patent Rights are listed on Exhibit
G, Array has obtained from all individuals who participated in any
respect in the invention or authorship of any Array Technology effective
assignments of all ownership rights of such individuals in such Array
Technology, either pursuant to written agreement or by operation of law;(d)
    
    All of Arrays and its Affiliates employees, officers and
consultants have executed agreements or have existing obligations under
applicable laws requiring assignment to Array of all inventions made during
the course of and as the result of their association with Array and
obligating the individual to maintain as confidential Arrays Confidential
Information as well as confidential information of other parties (including
Novartis and its Affiliates) which such individual may receive, to the extent
required to support Arrays obligations under this Agreement;(e)
    
    Array has the right to grant to Novartis the licenses that
it purports to grant hereunder;(f)
    
    Array has the right to use and disclose and to enable
Novartis to use and disclose (in each case under appropriate conditions of
confidentiality) the Array Know-How free from Encumbrances;(g)
    
    To Arrays knowledge, the issued patents in the Array
Patents are valid and enforceable without any Claims, challenges,
oppositions, interference or other proceedings pending or threatened against
any of the Array Patents and Array has filed and prosecuted patent
applications within the Array Patents in good faith and complied with all
duties of disclosure with respect thereto;(h)
    
    there have been no Claims, challenges or other proceedings
pending or, to its knowledge, threatened against any of the Array Know-How;(i)
    
    to Arrays knowledge, neither Array nor any of its
Affiliates has committed any act, or omitted to commit any act, that may
cause the Array Patents to expire prematurely or be declared invalid or
unenforceable;(j)
    
    all application, registration, maintenance and renewal fees
in respect of the Array Patents as of the Effective Date have been paid and
all
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necessary documents and certificates have been filed with the relevant
agencies for the purpose of maintaining the Array Patents;(k)
    
    neither Array nor any of its Affiliates has granted, nor
will grant during the term of this Agreement, to any Third Party, including
any academic organization or agency, any rights to the Array Compounds or
Product;(l)
    
    the Array Technology comprise all of the intellectual
property rights of Array used by Array and its Affiliates consultants and
contractors in the Development of the Array Compounds and Products prior to
the Effective Date;(m)
    
    to Arrays knowledge, the Development, registration,
manufacture, use or Commercialization of the Array Compounds or Products do
not infringe the Patent Rights or misappropriate the Know-How of any Third
Party, nor has Array or its Affiliates received any written notice alleging
such infringement or misappropriation;(n)
    
    neither Array nor any of its Affiliates have initiated or
been involved in any proceedings or claims in which it alleges that any Third
Party is or was infringing or misappropriating any Array Technology, nor have
any such proceedings been threatened by Array or any of its Affiliates, nor
does Array or any of its Affiliates know of any valid basis for any such
proceedings;(o)
    
    no officer or employee of Array or any of its Affiliates is
subject to any agreement with any other Third Party which requires such
officer or employee to assign any interest in any Array Technology relating
to the Array Compounds or Product to any Third Party;(p)
    
    Array and its Affiliates have taken reasonable precautions
to preserve the confidentiality of the Array Know-How;(q)
    
    neither Array nor any of its Affiliates have entered into a
government funding relationship that would result in rights to any Array
Compounds or Product residing in the US Government, National Institutes of
Health, National Institute for Drug Abuse or other agency, and the licenses
granted hereunder are not subject to overriding obligations to the US
Government as set forth in Public Law 96 517 (35 U.S.C. 200-204), as amended,
or any similar obligations under the laws of any other country;(r)
    
    neither Array nor any of its Affiliates has granted any
Third Party rights that would otherwise interfere or be inconsistent with
Novartis rights hereunder, and there are no agreements or arrangements to
which Array or any of its Affiliates is a party relating to the Product,
Array Compounds, Array Patents, or Array Know-How that would limit the rights
granted to Novartis under this Agreement or that restrict or will
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result in a restriction on Novartis ability to Develop, manufacture,
register, use or Commercialize the Array Compounds and the Product in the
Territory;(s)
    
    neither the execution of, nor performance of the terms of,
this Agreement breach in any way, the AZ Agreement;(t)
    
    Array has provided Novartis with a true, correct and
complete copy of the AZ Agreement, including any and all amendments thereto;(u)
    
    Array has provided Novartis with a redacted copy of each
agreement under which it obtains rights to any of the Array Patents, which
copy sets forth all of Arrays rights and obligations with regard to such
agreement. A list of such agreements is attached in Exhibit A to this
Agreement;(v)
    
    neither Array nor any of its Affiliate has committed any
act which amounts to a material breach of any of Arrays obligations under
any agreement under which it obtains rights to any of the Array Technology;(w)
    
    notwithstanding anything to the contrary contained in this
Agreement, Array has not failed to disclose to Novartis any material fact or
circumstance known to Array and relating to any of the Array Compounds or the
Products that Array believes would be reasonably material to Novartis in
connection with this Agreement or the transactions contemplated herein;(x)
    
    Array and its Affiliates have followed reasonable practices
by conducting periodic patent searches common in the industry to determine
whether the Array Compounds or Products infringe the patent rights of a Third
Party and has made available to Novartis all such search results; and(y)
    
    Exhibit H sets forth a complete and accurate list
of all Array Compounds that, as of the Effective Date, are not subject to the
Right of First Discussion under Section 4.4 of the AZ Agreement (such Array
Compounds and all other Array Compounds that are AZ Compounds that, at any
time after the Effective Date, are no longer subject to such Right of First
Discussion, the AZ Non-ROFD Compounds).
 14.3 Covenants .
 (a)
    
    Array covenants and agrees that:
 (i)
    
    it will not grant any interest in the Array
Technology or Joint Technology which is inconsistent with the terms and
conditions of this Agreement, nor shall Array assign or otherwise
transfer any of
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its right, title or interest in or to the Array Technology or Joint
Technology to any Third Party in a manner that would adversely affect
Novartis rights therein under this Agreement (provided, that
any assignee or transferee shall expressly agree that such Array
Technology or Joint Technology and its rights therein as subject to
this Agreement), and, subject to Section 11.3, Array will use all
reasonable precautions to preserve the confidentiality of the Array
Know-How and the Joint Know-How that are of a confidential and
proprietary nature;(ii)
    
    it will not grant any Third Party, including
any academic organization or agency, any rights to the Array Compounds
or Products;(iii)
    
    it will not amend or modify the terms of any
agreement under which it obtains rights to any of the Array Technology
(in a manner that would negatively affect the right of Novartis)
without the prior written consent of Novartis;(iv)
    
    Array and its Affiliates will comply with,
perform and observe in all material respects all obligations under each
agreement under which it obtained rights to any of the Array Technology
prior to the Effective Date, and will not commit any act or fail to
perform any such obligation which would amount to a default or event of
default or which, with the giving of notice, the lapse of time or the
happening of any other event or condition would become a default or
event of default thereunder or give rise to any right to terminate any
such agreement or any part thereof;(v)
    
    if, at any time after execution of this
Agreement, it becomes aware that it or any employee, agent or
subcontractor of Array who participated, or is participating, in the
performance of any activities hereunder is on, or is being added to the
FDA Debarment List or any of the three (3) FDA Clinical Investigator
Restriction Lists referenced in Section 14.3(b), it will provide
written notice of this to Novartis within two (2) Business Days of its
becoming aware of this fact;(vi)
    
    it shall maintain insurance with respect to its
activities and obligations under this Agreement in such amounts as are
commercially reasonable in the industry for companies conducting
similar business and shall require any of its Affiliates undertaking
activities under this Agreement to do the same;(vii)
    
    upon Novartis reasonable request, Array will
promptly trigger the Right of First Discussion under Section 4.4 of the
AZ Agreement
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with respect to one or more Array Compounds specified by Novartis;
and(viii)
    
    Array shall update Exhibit H, from time to time to reflect
any Array Compounds that become AZ Non-ROFD Compounds after the
Effective Date but prior to December 17, 2013.
 (b)
    
    Each Party covenants that (i) neither such Party nor, to
the Knowledge of such Party, any employee, agent or subcontractor of such
Party to be involved in the Development of the Array Compounds or the
Products, has been debarred under subsection (a) or (b) of Section 306 of the
Federal Food, Drug and Cosmetic Act (21 U.S.C. 335a); (ii) no Person who is
known by such Party to have been debarred under subsection (a) or (b) of
Section 306 of said Act will be employed by such Party in the performance of
any activities hereunder; and (iii) to the Knowledge of such Party, no Person
on any of the FDA clinical investigator enforcement lists (including, but not
limited to, the (1) Disqualified/Totally Restricted List, (2) Restricted List
and (3) Adequate Assurances List) will participate in the performance of any
activities hereunder.
 14.4 No Other Warranties .
 15. INDEMNIFICATION; LIABILITY
 15.1 Indemnification by Array . Novartis Indemnitees
 (a)
    
    the manufacture of the Array Compounds and/or Products by
Array or any of its Affiliates, sublicensees or subcontractors;(b)
    
    the negligence or willful misconduct of Array or any of its
Affiliates, Sublicensees or subcontractors; or(c)
    
    the breach of any of the covenants, warranties or
representations made by Array to Novartis under this Agreement;
 provided however
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15.2 Indemnification by Novartis . Array Indemnitees
 (a)
    
    the manufacture or Commercialization of the Products by
Novartis or any of its Affiliates, Sublicensees or subcontractors;(b)
    
    the negligence or willful misconduct of Novartis or any of
its Affiliates, Sublicensees or subcontractors; or(c)
    
    the breach of any of the covenants, warranties or
representations made by Novartis to Array under this Agreement;
 provided however
 15.3 Indemnification Procedure .
 (a)
    
    For the avoidance of doubt, all indemnification claims in
respect of a Novartis Indemnitee or Array Indemnitee shall be made solely by
Novartis or Array, respectively.(b)
    
    A Party seeking indemnification hereunder (Indemnified
Party) shall notify the other Party (Indemnifying Party) in writing
reasonably promptly after the assertion against the Indemnified Party of any
Claim or fact in respect of which the Indemnified Party intends to base a
claim for indemnification hereunder (Indemnification Claim Notice), but the
failure or delay to so notify the Indemnifying Party shall not relieve the
Indemnifying Party of any obligation or liability that it may have to the
Indemnified Party, except to the extent that the Indemnifying Party
demonstrates that its ability to defend or resolve such Claim is adversely
affected thereby. The Indemnification Claim Notice shall contain a
description of the claim and the nature and amount of the Claim (to the
extent that the nature and amount of such Claim is known at such time). Upon
the request of the Indemnifying Party, the Indemnified Party shall furnish
promptly to the Indemnifying Party copies of all correspondence,
communications and official documents (including court documents) received or
sent in respect of such Claim.(c)
    
    Subject to the provisions of subsections (d) and (e) below,
the Indemnifying Party shall have the right, upon written notice given to the
Indemnified Party within thirty (30) days after receipt of the
Indemnification Claim Notice to assume the defense and handling of such
Claim, at the Indemnifying Partys sole expense, in which case the provisions
of subsection (d) below shall govern. The assumption of the defense of a
Claim by the Indemnifying Party shall not be construed as acknowledgement
that the Indemnifying Party is liable to indemnify any
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indemnitee in respect of the Claim, nor shall it constitute a waiver by
the Indemnifying Party of any defenses it may assert against any
Indemnified Partys claim for indemnification. In the event that it is
ultimately decided that the Indemnifying Party is not obligated to
indemnify or hold an Indemnitee harmless from and against the Claim, the
Indemnified Party shall reimburse the Indemnifying Party for any and all
costs and expenses (including attorneys fees and costs of suit) and any
losses incurred by the Indemnifying Party in its defense of the Claim. If
the Indemnifying Party does not give written notice to the Indemnified
Party, within thirty (30) days after receipt of the Indemnification Claim
Notice, of the Indemnifying Partys election to assume the defense and
handling of such Claim, the provisions of subsection (e) below shall
govern.(d)
    
    Upon assumption of the defense of a Claim by the
Indemnifying Party: (i) the Indemnifying Party shall have the right to and
shall assume sole control and responsibility for dealing with the Claim;
(ii) the Indemnifying Party may, at its own cost, appoint as counsel in
connection with conducting the defense and handling of such Claim any law
firm or counsel reasonably selected by the Indemnifying Party; (iii) the
Indemnifying Party shall keep the Indemnified Party informed of the status of
such Claim; and (iv) the Indemnifying Party shall have the right to settle
the Claim on any terms the Indemnifying Party chooses; provided,
however, that it shall not, without the prior written consent of the
Indemnified Party, agree to a settlement of any Claim which could lead to
liability or create any financial or other obligation on the part of the
Indemnified Party for which the Indemnified Party is not entitled to
indemnification hereunder or which admits any wrongdoing or responsibility
for the claim on behalf of the Indemnified Party. The Indemnified Party
shall cooperate with the Indemnifying Party and shall be entitled to
participate in, but not control, the defense of such Claim with its own
counsel and at its own expense. In particular, the Indemnified Party shall
furnish such records, information and testimony, provide witnesses and attend
such conferences, discovery proceedings, hearings, trials and appeals as may
be reasonably requested in connection therewith. Such cooperation shall
include access during normal business hours by the Indemnifying Party to, and
reasonable retention by the Indemnified Party of, records and information
that are reasonably relevant to such Claim, and making the Indemnified Party,
the indemnitees and its and their employees and agents available on a
mutually convenient basis to provide additional information and explanation
of any records or information provided.(e)
    
    If the Indemnifying Party does not give written notice to
the Indemnified Party as set forth in subsection (c) above or fails to
conduct the defense and handling of any Claim in good faith after having
assumed such, the
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Indemnified Party may, at the Indemnifying Partys expense, select counsel
reasonably acceptable to the Indemnifying Party in connection with
conducting the defense and handling of such Claim and defend or handle
such Claim in such manner as it may deem appropriate. In such event, the
Indemnified Party shall keep the Indemnifying Party timely apprised of the
status of such Claim and shall not settle such Claim without the prior
written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld. If the Indemnified Party defends or handles such
Claim, the Indemnifying Party shall cooperate with the Indemnified Party,
at the Indemnified Partys request but at no expense to the Indemnified
Party, and shall be entitled to participate in the defense and handling of
such Claim with its own counsel and at its own expense.
 15.4 Third Party Claims Arising from Development .
 15.5 Special, Indirect and Other Losses .
 15.6 No Exclusion .
 16. PUBLICATIONS AND PUBLICITY
 16.1 Use of Names .
 16.2 Press Releases and Publicity Related to this Agreement . provided however
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provided
 16.3 Public Disclosures and Publications Related to Array Compounds or Products .
 (a)
    
    Any proposed public disclosure (whether written,
electronic, oral or otherwise) by Array relating to any Array Compounds or
Product shall require the prior written consent of Novartis, subject to
Section 5.5(g) above, and will not be unreasonable withheld. Novartis must
take action on such requests within 30 days of written notification. For
clarity, nothing in this Section 16.3(a) shall be deemed to prevent Array
from disclosing the existence of, and the results from, any clinical trial
conducted by or under the authority of Array to the extent that such
disclosure is required under applicable law.(b)
    
    For the avoidance of doubt, Novartis or any of its
Affiliates may, without any required consents from Array publish or have
published information about clinical trials related to any Product, including
the results of such clinical trials. Nonetheless, Array must be informed in
writing about such disclosures 30 days prior, and be allowed the opportunity
to have input to such disclosure.(c)
    
    During the period of time that Array Compounds are in Phase
I and Phase II clinical trials, publications and disclosures should identify
them as ARRY-162 or ARRY-300, as appropriate. During Phase III, ARRY-162 or
ARRY-300, as appropriate, should appear at least once is each disclosure
along with the appropriate generic name.
 16.4 Disclosures Required By Law .
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16.5 No Liability for Public Disclosures by Other Party .
 17. GENERAL PROVISIONS
 17.1 Assignment .
 17.2 Extension to Affiliates .
 17.3 Severability .
 17.4 Governing Law .
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17.5 Dispute Resolution .
 (a)
    
    In the event of a dispute relating to the interpretation,
performance or alleged breach of this Agreement, the Parties will refer the
dispute to the Alliance Managers for discussion and resolution. If the
Alliance Managers are unable to resolve any such dispute within thirty (30)
days of the dispute being referred to them, either Party may require that the
Parties forward the matter to the Senior Officers (or designees with similar
authority to resolve such dispute), who shall attempt in good faith to
resolve such dispute. If the Senior Officers cannot resolve such dispute
within thirty (30) days of the matter being referred to them, either Party
shall be free to initiate the arbitration proceedings outlined in
subsection (b) below.(b)
    
    Any unresolved disputes between the Parties relating to the
interpretation, performance or alleged breach of this Agreement, whether
before or after termination of this Agreement, shall be resolved by final and
binding arbitration. Whenever a Party shall decide to institute arbitration
proceedings, it shall give written notice to that effect to the other Party.
Arbitration shall be held in New York, New York, according to the commercial
rules of the International Chamber of Commerce (ICC). The arbitration will
be conducted by a panel of three arbitrators appointed in accordance with ICC
rules; provided that each Party shall within thirty (30) days after
the institution of the arbitration proceedings appoint an arbitrator, and
such arbitrators shall together, within thirty (30) days, select a third
arbitrator as the chairman of the arbitration panel, each arbitrator shall
have significant experience in the pharmaceutical business. If the two
initial arbitrators are unable to select a third arbitrator within such
thirty (30) day period, the third arbitrator shall be appointed in accordance
with ICC rules. The arbitrators shall render their opinion within thirty
(30) days of the final arbitration hearing. No arbitrator (nor the panel of
arbitrators) shall have the power to award punitive damages under this
Agreement and such award is expressly prohibited. Decisions of the panel of
arbitrators shall be final and binding on the Parties. Judgment on the award
so rendered may be entered in any court of competent jurisdiction. The
losing Party to the arbitration (if any) as determined by the arbitrators
shall pay the costs of the arbitration.(c)
    
    For the avoidance of doubt, this Section 17.5 shall not
apply to any dispute over any matter over which the JDC has authority to make
decisions. Any such dispute shall be resolved solely in accordance with
Section 3.4. Notwithstanding any of the other provisions hereof, nothing
herein shall limit, restrict or delay a Partys right to seek and obtain
injunctive relief or specific performance from a court of competent
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jurisdiction in order to protect its interests without first complying
with this Section 17.5.
 17.6 Force Majeure .
 17.7 Waivers and Amendments .
 17.8 Relationship of the Parties .
 17.9 Notices . provided
  
  
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17.10 Further Assurances .
 17.11 Compliance with Law .
 17.12 No Third Party Beneficiary Rights .
 17.13 English Language .
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17.14 Expenses .
 17.15 Entire Agreement .
 17.16 Counterparts .
 17.17 Reserved .
 17.18 Cumulative Remedies .
 17.19 Privacy of Personal Information .
 (a)
    
    In the course of performance of this Agreement, Array may
acquire the Personal Information of individuals from various sources and
countries. Array will, and will cause its Affiliates and agents to, process
all Personal Information it acquires under or in connection with this
Agreement in compliance with all applicable data protection laws, including
but not limited to the data protection laws of the European Union, European
Economic Area, Switzerland, the United States and various localities therein.
Array acknowledges that the requirements under such data protection laws may
exceed the requirements applicable to confidential information set forth in
Article XI. Novartis may, on reasonable prior notice, audit Arrays
compliance with such data protection laws.(b)
    
    This Agreement contains the Personal Information of one or
more individuals. This Agreement, and the Personal Information contained
herein, from time to time may be transferred to, stored or otherwise
processed in the United States or other countries that have privacy and data
protection laws that differ from, or are not as stringent as, those where the
Agreement was executed or where the individual(s) resides. The Personal
Information disclosed in this Agreement will be used for
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the purposes of administration and enforcement of this Agreement and/or
other actual or potential legal and business transactions involving the
Parties. Storage or processing of Personal Information disclosed in this
Agreement may be electronic and/or off line. Execution and delivery of
this Agreement constitutes the representation by each Party to this
Agreement that if required by the privacy laws applicable to such
individuals, the individuals identified herein by such Party have been
notified of and have consented to, the transfer, storage, and processing
of such Personal Information, as described in this paragraph.
 17.20 Corporate Citizenship . Exhibit F
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NOVARTIS INTERNATIONAL PHARMACEUTICAL LTD.
    
    ARRAY BIOPHARMA, INC.By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:By:Name:Title:
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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 EXHIBIT A
ARRAY PATENTS
 [***]




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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 License, assignment, distribution or other agreements relating to Array Patents and Array Know-How
 Copies provided to Novartis:
 [***]
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brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 EXHIBIT B
SAMPLE INVOICE
 Invoice
 contact person
    
    [Array][ARRAY LOGO]
    
    position
    
    addressTel +1xxxxFax +1xxxxE-mail: xxxx
 [Date]
    
    INVOICENovartis International Pharmaceutical Ltd.
    
    Invoice number: XXAttn: Rebecca White131 Front StreetHamilton HM 12 Bermuda
  RE: Licensing Agreement,
 Array BioPharma, Inc. and Novartis International Pharmaceutical Ltd., effective as of (date) .
  Total Payable
    
    U.S Dollars xxxxxxx
 Payment terms
Bank Wire information:
 Bank Name:
    
    XXAccount No.:
    
    XXIBAN:
    
    XX




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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 EXHIBIT C
DEVELOPMENT PLAN
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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 EXHIBIT D
EXISTING QUANTITIES OF PRODUCT
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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 EXHIBIT E
CALCULATION OF ROYALTY RATE REDUCTION
 [***]
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EXHIBIT F
NOVARTIS POLICY ON CORPORATE CITIZENSHIP AND NOVARTIS
CORPORATE CITIZENSHIP GUIDELINE #5




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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 EXHIBIT G
ARRAY PATENTS WITH AZ INVENTORS
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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by
brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 EXHIBIT H
AZ NON-ROFD COMPOUNDS
 AR00364922
AR00365020
AR00421067
AR00421256
AR00421672
AR00423407
AR00423409
AR00424071
AR00424164
AR00424367
AR00424569
AR00424627
AR00424703
AR00424739
AR00424788
AR00424789
AR00424790
AR00425329
AR00425330
AR00425995
AR00425996
AR00426185
AR00426254
AR00426256
AR00426257
AR00426274
AR00426357
AR00426358
AR00426359
AR00426392
AR00426393
AR00426396
AR00426397
AR00426487
AR00426489
AR00426490
AR00426501
AR00426502
AR00426615
AR00426616
 AR00426617
AR00426621
AR00426622
AR00426623
AR00426661
AR00426663
AR00426704
AR00426705
AR00426706
AR00426745
AR00426789
AR00426790
AR00427635
AR00427636
AR00427637
AR00427692
AR00427699
AR00427701
AR00427722
AR00427961
AR00427962
AR00428175
AR00428176
AR00428239
AR00428240
AR00428241
AR00428242
AR00428243
AR00429063
AR00429064
AR00429120
AR00429121
AR00429123
AR00429124
AR00429228
AR00429257
AR00429566
AR00429573
AR00430422
AR00431074
 AR00431075
AR00431079
AR00431102
AR00438292
AR00440247
AR00440248
AR00440249
AR00440254
AR00440255
AR00440259
AR00440260
AR00442613
AR00454470
AR00454755