Exhibit
10.1


 












[ * ] = Certain confidential information contained
in this document, marked by brackets, has been omitted and filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.


 


COLLABORATION AND LICENSE AGREEMENT


 


THIS COLLABORATION AND LICENSE AGREEMENT
(the “Agreement”) is made effective as of the 18th day of December,
2003 (“Effective Date”) by and between Array BioPharma Inc., a Delaware
corporation of 3200 Walnut Street, Boulder, Colorado 80301  (“Array”), and AstraZeneca AB, a company
incorporated in Sweden under no. 556011-7482 with offices at S-151 85
Södertälje, Sweden  (“AZ”).  Array and AZ are each referred to herein by
name or as a “Party” or, collectively, as “Parties”.


 


RECITALS


 


A.                                   Array
owns certain intellectual property rights and know-how with respect to that
certain chemical compound designated as ARRY-142886, and believes that
ARRY-142886 has the potential to become an anti-cancer agent with significant worldwide
sales.


 


B.                                     Array
desires to collaborate with a pharmaceutical company with oncology research,
development and commercialization expertise with the aim of developing and
commercializing ARRY-142886 worldwide so as to realize its therapeutic and commercial
potential.  AZ is a leader in the
research and development of pharmaceutical compounds and possesses
pharmaceutical research, development and commercialization capabilities, as
well as proprietary compounds and technology in the field of cancer treatment.


 


C.                                     AZ
desires to collaborate with Array in the development and commercialization of
ARRY-142886 for the treatment of cancer.


 


D.                                    In
addition, Array has an ongoing research program to identify and develop
additional small molecule pharmaceutical products, the mechanism of action of
which is the direct binding and inhibition of MEK, for the treatment of cancer,
and has developed and continues to develop certain novel, proprietary compounds
and technology in this field.  AZ is
interested in collaborating with Array to develop the compounds identified by
Array, and to develop and commercialize pharmaceutical products directed to MEK
in the field of cancer treatment.


 


Now, therefore, in consideration of the premises and
mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto agree as follows:


 


ARTICLE I - DEFINITIONS


 


The following terms shall have the following meanings
as used in this Agreement:


 

















 


1.1                                 “Abandoned
Product” shall have the meaning ascribed to it in
Section 11.3.2.


 


1.2                                 “Affiliate”
shall mean any corporation or other entity which is directly or indirectly
controlling, controlled by or under common control with a Party hereto for so
long as such control exists.  For the
purposes of this Section 1.2, “control” shall mean the direct or indirect
ownership of at least fifty percent (50%) of the outstanding shares or
other voting rights of the subject entity having the power to vote on or direct
affairs of the entity, or if not meeting the preceding, the maximum voting
right that may be held by the particular Party under the laws of the country
where such entity exists.


 


1.3                                 “Array
Existing Technology” shall mean Array Patents and Array Know-How, in
each case Controlled by Array as of the Effective Date, that are reasonably
necessary or useful for the Parties to conduct their respective activities
under the Research Program and the Process Program and for AZ to develop, make,
have made, use, import, offer to sell and sell, research, register, formulate,
have used, export, transport, distribute, promote, market or have sold or
otherwise dispose or offer to dispose of Candidate Drugs or Licensed Products
in the Field.


 


1.4                                 “Array
Know-How” shall mean Information which (a) Array discloses to
AZ under this Agreement or specifically in anticipation of this Agreement and
(b) is within the Control of Array. 
Notwithstanding anything herein to the contrary, Array Know-How excludes
published Array Patents.


 


1.5                                 “Array
Patents” shall mean the Patents set out in Exhibit 1.5.


 


1.6                                 “AZ Existing
Technology” shall mean AZ Patents and AZ Know-How, in each case
Controlled by AZ or its Affiliates as of the Effective Date, that are
reasonably necessary  for the discovery, development,
manufacture, use or sale of Candidate Drugs or Licensed Products.


 


1.7                                 “AZ Know-How”
shall mean Information which (a) AZ discloses to Array under this
Agreement or specifically in anticipation of this Agreement and (b) is
within the Control of AZ or its Affiliates. 
Notwithstanding anything herein to the contrary, AZ Know-How excludes
published AZ Patents.


 


1.8                                 “AZ Patents”
shall mean all Patents in the Territory owned or Controlled by AZ or its
Affiliates.


 


1.9                                 “Calendar Quarter” means each successive
period of three (3) calendar months commencing on 1st January, 1st April, 1st
July and 1st October.


 


1.10                           “Calendar Year” means each successive
period of twelve (12) calendar months commencing on 1st January.


 


1.11                           “Candidate
Drug” shall mean a Compound selected for clinical development in
accordance with Section 2.5 below.


 


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1.12                           “Candidate
Drug Target Profile” shall mean (i) those criteria set forth in
Exhibit 1.12, and/or (ii) such other criteria as are approved by the
JRC and agreed in writing by the Parties. 
No criteria shall be deemed part of the Candidate Drug Target Profile
under (ii) unless such criteria are formally approved by the JRC and agreed in
writing by the Parties, regardless of whether such criteria are used informally
or discussed by the Parties in the course of the Research Program.


 


1.13                           “Chemical Patent” shall have the meaning set
out in Section 8.2.2.


 


1.14                           “Collaboration
Technology” shall mean Joint Patents, Chemical Patents, Joint
Chemical Patents and all inventions and Information, invented, conceived or
created solely or jointly by employees, agents or consultants of AZ and/or
Array in the course of performing their respective activities in connection
with the Research Program or the Process Program and including any biological
assays and test methods.


 


1.15                           “Co-Funded
Product “ shall have the meaning defined in Section 3.5.1.


 


1.16                           “Co-Funding
Option” shall mean the option of Array to fund a portion of the
Phase III Development Costs of a Licensed Product as provided in
Section 3.5.


 


1.17                           “Combination
Product” shall mean a Licensed Product that is a pharmaceutical
preparation incorporating two or more therapeutically active ingredients,
including a Candidate Drug, as its main active ingredients.  Notwithstanding the foregoing, drug delivery
vehicles, adjuvants, and excipients shall not be deemed to be “therapeutically
active ingredients,” and their presence shall not be deemed to create a
Combination Product under this Section 1.17.


 


1.18                           “Compound”
shall mean a small molecule modulator of MEK, the mechanism of which is direct
binding and inhibition of MEK, wherein such chemical entity is identified by
Array or AZ using Array Existing Technology, AZ Existing Technology or
Collaboration Technology prior to the end of the Research Term.


 


1.19                           “Contract
Year” shall mean a year of 365 days (or 366 days in a leap year)
beginning on the Effective Date and ending one (1) year thereafter and so
on year-by-year.  “Contract Year One” shall mean
the first such year; “Contract Year Two” shall mean the second
such year, and so on, year-by-year.


 


1.20                           “Control,”  “Controls,”  “Controlled”  or  “Controlling”
shall mean possession of the ability to grant the licenses or sublicenses as provided
herein without violating the terms of any agreement or other arrangements with
any Third Party.


 


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1.21                           “Development
Committee” shall mean the team of AZ personnel and one (1) Array
representative formed in accordance with Section 3.2 to discuss and report
on the development of a Licensed Product.


 


1.22                           “Development
Criteria” shall have the meaning described in Section 3.2
hereof.


 


1.23                           “Development
Milestone” shall mean a milestone described in Section 6.4.


 


1.24                           “Development
Plan” shall mean the workplan with respect to the development of a
Licensed Product as set forth in Section 3.2.


 


1.25                           “Exclusivity
Period” shall mean the period of time commencing with the Effective
Date and ending upon the first anniversary of the end of the Research Term.


 


1.26                           “Existing Technology” shall mean either or
both of Array Existing Technology and/or AZ Existing Technology.


 


1.27                           “FDA”
shall mean, with respect to the United States, the U.S. Food and Drug
Administration, any successor entity thereto, or any equivalent foreign
regulatory authority(ies) in the particular country of the Territory.


 


1.28                           “Field”
shall mean the diagnosis, treatment, palliation, and/or prevention of cancer in
humans.


 


1.29                           “FTE”
shall mean a full-time person dedicated to the Research Program or the Process
Program, or in the case of less than a full-time dedicated person, a full-time,
equivalent person year, based upon a total of one thousand eight hundred
eighty (1,880) hours per year of work in connection with the Research
Program or the Process Program.


 


1.30                           “IND”
shall mean an investigational new drug application filed with the FDA as more
fully defined in 21 C.F.R. § 312.3 or its equivalent in any country.


 


1.31                           “Information”
shall mean information and materials relating to the subject matter of this
Agreement and including (i) techniques and data, including, but not
limited to, screens, models, inventions, methods, test data, including but not
limited to, pharmacological, toxicological and clinical test data, analytical
and quality control data, marketing, pricing, distribution, costs, and sales
data, manufacturing information, and patent and legal data or descriptions (to
the extent that disclosure thereof would not result in loss or waiver of
privilege or similar protection) and (ii) compositions of matter,
including but not limited to compounds, biological materials and assays.  As used herein, “clinical test data” shall
be deemed to include all information related to the clinical or preclinical
testing of a Candidate Drug or Licensed Product, including without limitation,
patient report forms, investigators’ reports, biostatistical, pharmaco-economic
and other related analyses, and the like.


 


4

















 


1.32                           “Joint Chemical Patent” shall have the
meaning set out in Section 8.2.2(k).


 


1.33                           “Joint Intellectual Property”  shall have the meaning set out in Section
8.2.3.


 


1.34                           “Joint Patent” shall have the meaning set
out in Section 8.2.3.


 


1.35                           “Joint Research
Committee”  (or  “JRC”) shall mean the committee established
under Section 2.2.


 


1.36                           “Know How” shall mean either or both of
Array Know How and/or AZ Know How.


 


1.37                           “Licensed
Product” shall mean a pharmaceutical preparation for human use
incorporating ARRY-142886 or incorporating another Candidate Drug as an active
ingredient.  For purposes of clarity,
the term “Licensed Product” includes a pharmaceutical preparation formulated
and first used in a clinical trial.


 


1.38                           “Licensed
Technology” shall mean Array Existing Technology, AZ Existing
Technology and Collaboration Technology.


 


1.39                           “Major European Country” shall mean France,
Germany, Italy, Spain, or the United Kingdom.


 


1.40                           “Marketing
Approval” shall mean all approvals, licenses, registrations or
authorizations of any federal, state or local regulatory agency, department,
bureau or other governmental entity, necessary for the manufacturing, use,
storage, import, transport and sale of Licensed Products in a regulatory
jurisdiction.  For countries where
governmental approval is required for pricing or reimbursement for the Licensed
Product to be reimbursed by national health insurance (i.e., other than the
United States), “Marketing Approval” shall not be deemed to occur until such
pricing or reimbursement approval is obtained; 
provided, that if a Party has not accepted the pricing offered by the
governmental authority of a particular country within eighteen (18) months
after the date the first MAA is approved in such country, then Marketing Approval
shall be deemed to have occurred in such country.


 


1.41                           “Marketing
Approval Application” or “MAA” shall mean a New Drug Application
(as defined in 21 C.F.R. § 314.50 et. seq.), or a comparable filing for
Marketing Approval (not including pricing or reimbursement approval) in a
country, in each case with respect to a Licensed Product in the Territory.


 


1.42                           “MEK” shall mean (mitogen activated protein
kinase / extracellularly regulated protein kinase) kinase.


 


1.43                           “Net Sales”
shall mean the gross invoiced amount on sales of the Licensed Products by AZ or
its Affiliates (the “Selling Party”) to Third Parties (including distributors),
less deductions allowed


 


5

















 


to the
Third Party customer by the Selling Party, and with respect only to (a) and (b)
below to the extent actually taken by the Third Party customer, on such sales
for:


 


(a)                                  trade,
quantity, and cash discounts;


 


(b)                                 credits,
rebates and chargebacks (including those to managed-care entities and government
agencies), and allowances or credits to customers on account of rejection or
returns (including, but not limited to, wholesaler and retailer returns) or on
account of retroactive price reductions affecting such Licensed Product;


 


(c)                                  [ * ] of the gross invoiced amount as
an allowance for freight, postage and duties, and transportation charges
specifically relating to Licensed Product, including handling and insurance
thereto;


 


(d)                                 sales
(such as VAT or its equivalent) and excise taxes, other consumption taxes,
customs duties and compulsory payments to governmental authorities and any
other governmental charges imposed upon the sale of such Licensed Product to
Third Parties; and


 


(e)                                  any
other similar and customary deductions that are consistent with generally
accepted accounting principles or other applicable accounting standards.


 


In addition, the Selling Party may exclude from Net
Sales a reasonable provision for uncollectible accounts, to the extent such
reserve is determined in accordance with the generally accepted accounting
standards under which the Selling Party reports, consistently applied across
all product lines of the particular Party, until such amounts are actually
collected.


 


In the event a Licensed Product is sold which is a
Combination Product under Section 1.17, for purposes of determining
payments due to Array under Section 6.6, Net Sales of Combination Products
shall be calculated by multiplying the Net Sales of the Combination Product by
the fraction A over A+B, in which A is the Gross Selling Price of the Licensed
Product when such Product is sold in substantial quantities comprising a
Development Compound as the sole therapeutically active ingredient during the
applicable accounting period in which the sales of the Licensed Product were
made, and B is the Gross Selling Price of the other therapeutically active
ingredients contained in the Combination Product sold separately in substantial
quantities during the accounting period in question.  All Gross Selling Prices of the therapeutically active
ingredients of the Licensed and Combination Products shall be calculated as the
average Gross Selling Price of the therapeutically active ingredients in such
Products during the applicable accounting period for which the Net Sales are
being calculated.  In the event that no
separate sale of either the Licensed Product comprising a single Development
Compound as the sole therapeutically active ingredient or the other
therapeutically active ingredients of the Combination Product are made during
the accounting period in which the sale was made or if the Gross Selling Price
for a particular therapeutically active ingredient cannot be determined for an
accounting period, Net


 


6

















 


Sales allocable to the Licensed Product and Combination Product shall
be determined by mutual agreement reached in good faith by the Parties prior to
the end of the accounting period in question based on an equitable method of
determining same that takes into account, in the Territory, variations in
potency, the relative contribution of each therapeutically active ingredient in
the Combination Product, and relative value to the end user of each
therapeutically active ingredient.  For
purposes of this Section 1.41, “Gross Selling Price” shall mean the gross
price at which an active ingredient is sold to a Third Party, before discounts,
deductions, credits, taxes or allowances.


 


1.44                           “Patent”
shall mean (a) all national, regional and international patents and patent
applications, including provisional patent applications, (b) all patent
applications filed either from such patents, patent applications or provisional
applications or from an application claiming priority from either of these,
including divisionals, continuations, continuations-in-part, provisionals,
converted provisionals, and continued prosecution applications, (c) any and all
patents that have issued or in the future issue from the foregoing patent
applications ((a) and (b)), including utility models, petty patents and design
patents and certificates of invention, (d) any and all extensions or
restorations by existing or future extension or restoration mechanisms,
including revalidations, reissues, re-examinations and extensions (including
any supplementary protection certificates and the like) of the foregoing
patents or patent applications ((a), (b) and (c)), and (e) any similar rights,
including so-called pipeline protection, or any importation, revalidation,
confirmation or introduction patent or registration patent or patent of
additions to any such foregoing patent applications and patents; which in each
case has not been held, by a court or governmental agency of competent
jurisdiction, to be invalid or unenforceable in a decision from which no appeal
can be taken.


 


1.45                           “Payments” has the meaning set forth in
Section 6.12.1.


 


1.46                           “Phase I,”
“Phase II,”
and “Phase III”
shall have the following meanings:


 


1.46.1                  “Phase I”
shall mean human clinical trials, the principal purpose of which is preliminary
determination of safety in healthy individuals or patients as required in
21 C.F.R. §312, or similar clinical study in a country other than the
United States.


 


1.46.2                  “Phase II”
shall mean human clinical trials, for which the primary endpoints include a
determination of dose ranges and/or a preliminary determination of efficacy in
patients being studied as required in 21 C.F.R. §312, or similar clinical
study in a country other than the United States.


 


1.46.3                  “Phase III”
shall mean human clinical trials, the principal purpose of which is to
establish safety and efficacy of one or more particular doses in patients being
studied as required in 21 C.F.R. §312, or similar clinical study in a
country other than the United States.


 


1.47                           “Phase III
Development Costs” shall have the meaning defined in
Section 3.5.3.


 


7

















 


1.48                           “Process Plan”
shall have the meaning described in Section 3.4.1(a) hereof.


 


1.49                           “Process
Program” shall mean the research and development of processes,
related assays and formulations for the manufacture of bulk quantities of
Licensed Products.


 


1.50                           “Recommendation
Request” shall have the meaning described in Section 2.5.1
hereof.


 


1.51                           “Research
Milestone” shall mean the milestones set forth in
Section 6.3.1.


 


1.52                           “Research
Plan” shall have the meaning described in Section 2.3.1 hereof.


 


1.53                           “Research
Program” shall mean the research, discovery, characterization,
optimization and pre-clinical development of small molecule pharmaceutical
products, the mechanism of action of which is the direct binding and inhibition
of MEK, for the treatment of cancer, during the Research Term.


 


1.54                           “Research
Term” shall mean the period commencing on the Effective Date and
ending on the first to occur of (i) termination of this Agreement by
either Party under Article 11 or Section 12.4.3 below; or
(ii) two (2) years after the Effective Date, or if the Research Term
is extended under Section 2.7 below, the end of such extension period.


 


1.55                           “Sublicensee”
shall mean, with respect to a particular Licensed Product, a Third Party to
whom AZ has granted a license or sublicense under any Licensed Technology to
make, have made, use, sell, offer for sale and import, research, develop,
register, manufacture, have manufactured, formulate, have used, export,
transport, distribute, promote, market or have sold or otherwise dispose or
offer to dispose of such Licensed Product. 
As used in this Agreement, “Sublicensee” shall also include a Third
Party to whom AZ has granted the right to distribute a Licensed Product,
respectively, provided that such Third Party is responsible for marketing and
promotion of such Licensed Product within its distribution territory.


 


1.56                           “Territory”
shall mean the entire world.


 


1.57                           “Third Party”
shall mean any entity other than Array or AZ, excepting Affiliates of either or
Sublicensees of AZ.


 


1.58                           “Valid Claim” shall mean, with respect to a
Licensed Product or a Candidate Drug in a particular country, any claim of a
Patent within the Array Existing Technology or filed pursuant to Section 8.2
that claims i) the Compound included in such Licensed Product or Candidate Drug
as a composition of matter or ii) the use of such Compound for one or more
indications in the Field and either:


 


8

















 


(a)                                  with
respect to a granted and unexpired Patent in such country, that (i) has not
been held permanently revoked, unenforceable or invalid by a decision of a
court or other governmental agency of competent jurisdiction, which decision is
unappealable or unappealed within the time allowed for appeal, and (ii) has not
been abandoned, disclaimed, denied or admitted to be invalid or unenforceable
through reissue or disclaimer or otherwise; or


 


(b)                                 with
respect to a pending patent application, that was filed and is being prosecuted
in good faith and has not been abandoned or finally disallowed without the
possibility of appeal or re-filing of the application, provided that such claim
has not been pending for more than ten (10) years.


 


ARTICLE II - RESEARCH
PROGRAM


 


2.1                                 Research
Program.  Array and AZ agree to
conduct a research program on a collaborative basis with the principal goal of
identifying other Candidate Drugs for use within the Field which AZ will
develop and commercialise as set forth below.


 


2.2                                 The
JRC.  Promptly after the Effective
Date, the Parties shall establish a Joint Research Committee (“JRC”).  The JRC shall have responsibility to (i)
oversee, review and coordinate the Research Program and Process Program and to
expedite the progress of work being done under the Research Plan or Process
Plan, and (ii) make such other decisions as are expressly allocated to the
JRC under this Agreement.


 


(a)                                  Membership.  The JRC shall be comprised of an equal
number of representatives from each of AZ and Array.  The exact number of such representatives shall be three (3)
for each of AZ and Array, or such other number as the Parties may agree.  Either Party may replace its respective JRC
representatives at any time, with prior written notice to the other Party.  Unless otherwise agreed, the JRC shall at
all times include the Array officer overseeing all research and the AZ UK head
of oncology research.  From time to
time, the JRC may establish subcommittees to oversee particular projects or activities,
and such subcommittees will be constituted as the JRC approves.


 


(b)                                 Meetings.  The JRC shall meet quarterly, or as more or
less often as otherwise agreed by the Parties, at such locations as the Parties
agree.


 


(c)                                  Decision
Making.  Decisions of the JRC shall
be made by majority vote of the members present in person or by other means (e.g.,
teleconference) at any meeting; provided that, if there is not an equal number
of representatives of each Party present at such meeting, then only an equal
number of representatives of each Party shall be entitled to vote at such
meeting.  In the event that the votes
required to approve a decision cannot be reached, then (i) AZ shall have the
deciding vote on prioritization of Compounds in the Research Program, whether
or not to initiate GLP toxicology studies


 


9

















 


with
respect to a particular Compound and whether to nominate as a Candidate Drug in
accordance with Section 2.5.1 a Compound which does not meet the Candidate Drug
Target Profile and (ii) with respect to all other matters, either Party may, by
written notice to the other, have such issue referred to the Chief Executive
Officer of Array and the VP and Global Head of Oncology Research of AZ, for
attempted resolution by good faith negotiations within thirty (30) days
after such notice is received.  Minutes
of the JRC meetings shall be taken, and shall, at a minimum, record all
decisions made.  Such minutes shall be
approved by both Parties.


 


2.3                                 Research
Plan.


 


2.3.1                        Responsibilities.  The Research Program shall be carried out in
accordance with a written workplan and budget (the “Research Plan”) approved by
the JRC.  Each Party will be responsible
for conducting those activities within the Research Program as are allocated to
such Party under the Research Plan. 
Each Party shall use commercially reasonable diligent efforts to (a)
perform or cause to be performed its allocated activities under the Research
Plan in good scientific manner and in compliance in all material respects with
all applicable laws, including good laboratory practices and good clinical
practices, and (b) achieve the objectives of the Research Plan efficiently and
expeditiously by allocating sufficient time, effort, equipment and skilled personnel
to complete such activities successfully and promptly.


 


2.3.2                        Establishment
of Research Plan.  The initial
Research Plan is attached hereto as Exhibit 2.3, which covers the period
from the Effective Date through December 31, 2004 in detail and includes
general plans for the following year. 
The JRC shall review the Research Plan on an ongoing basis and may make
changes thereto as the JRC approves.


 


2.4                                 Information
and Reports.  AZ and Array will use
commercially reasonable diligent efforts to make available and disclose to each
other all Collaboration Technology, including all patent applications filed,
and Information within such Technology regarding Compounds synthesized or
discovered, and results of in vitro and in vivo studies, with
significant discoveries or advances being communicated as soon as reasonably
possible after such Information is obtained or its significance is appreciated;
provided, however, that with respect to tangible research material, the Parties
shall exchange such material as determined by the JRC.  The Parties will exchange, for the Research
Term, at least once quarterly, a written summary of such research and
results.  Each Party will provide the other
with raw data for work carried out in the course of the Research Program to the
extent reasonably requested by the other Party.  Each Party shall use commercially reasonable diligent efforts to
inform the other Party of any of its respective Existing Technology used or
evaluated in connection with the Research Program.


 


2.5                                 Recommendation
and Selection of Candidate Drugs.


 


2.5.1                        Recommendation.  The Parties have established a Candidate
Drug Target Profile, set forth in Exhibit 1.12,  to indicate the suitability of Compounds as Candidate Drugs. Such
Candidate


 


10

















 


Drug
Target Profile may be amended or subsequent Candidate Drug Target Profiles may
be agreed and attached from time to time as appropriate to meet the relevant
Compound requirements of AZ.  Based upon
the results of the Research Program, either Party may from time to time request
that the JRC recommend a particular Compound meeting the Candidate Drug Target
Profile to AZ for selection as a Candidate Drug (a “Recommendation
Request”).  Promptly after receipt of a
Recommendation Request, the JRC shall confirm whether such Compound meets the
Candidate Drug Target Profile and, following such confirmation, shall recommend
such Compound for selection by AZ as a Candidate Drug.  In the event the JRC determines, in its
discretion, that a particular Compound does not strictly meet the Candidate
Drug Target Profile, but should be considered as a potential Candidate Drug,
then the JRC may recommend such Compound to AZ for selection as a Candidate
Drug.


 


2.5.2                        Selection.


 


(a)                                  AZ
Decisions.  AZ may at its
discretion:


 


(i)             select as a Candidate
Drug a Compound recommended by the JRC in accordance with Section 2.5.1
above, whether or not such Compound meets the Candidate Drug Target Profile,
and a Compound shall not be deemed a Candidate Drug unless so selected by AZ;


 


(ii)          reject a Compound
recommended by the JRC in accordance with Section 2.5.1 above, whether or
not such Compound meets the Candidate Drug Target Profile, and such Compound
shall not be deemed a Candidate Drug; and


 


(iii)       defer its decision whether
to select or reject a Compound recommended by the JRC in accordance with
Section 2.5.1 above, whether or not such a Compound meets the Candidate Drug
Target Profile during the term of the Research Program and for a period of
[ * ] thereafter, and such Compound shall not be deemed a Candidate
Drug unless so selected by AZ, provided that AZ may only defer its decision in
accordance with this Section 2.5.2(a)(iii) for up to a maximum of [ * ] such JRC recommended Compounds
at any one time.  At such time as AZ has
deferred its decision under this Section 2.5.2(a)(iii) with respect to the
maximum [ * ] JRC recommended
Compounds, if the JRC then recommends an additional Compound in accordance with
Section 2.5.1 above, AZ may substitute the newly recommended Compound for
one of the Compounds for which it had deferred its decision; upon such
substitution, the previously deferred Compound for which the newly recommended
Compound is substituted shall be deemed rejected pursuant to Section 2.5.2(a)(ii)
above.


 


(b)                                 Number
of Candidate Drugs.  AZ may select
up to [ * ] recommended
Compounds as Candidate Drugs in addition to ARRY-142886, or such other number
as the Parties may agree.  Unless the
Parties otherwise agree, AZ shall not undertake clinical testing with respect
to a particular Compound, including the preparation of an IND directed to such
Compound, until (i) such Compound has been selected as a Candidate Drug in
accordance with this Section 2.5.2 and (ii) AZ has [ * ].


 


11

















 


(c)                                  ARRY-142886.  The Parties acknowledge that Array has
identified and developed certain Compounds including ARRY-142886.  ARRY-142886 shall be deemed selected as a
Candidate Drug under this Agreement.


 


(d)                                 Other
Recommended Compounds.  Within
ninety (90) days after the JRC recommends a particular Compound other than
ARRY-142886 to AZ for selection as a Candidate Drug, AZ shall notify Array
whether it selects, rejects or wishes to defer its decision as to whether it
wishes to select or reject such Compound pursuant to Section 2.5.2(a).  If AZ rejects a recommended Compound as a
Candidate Drug pursuant to Section 2.5.2(a)(ii) within the ninety (90) day
selection period, or such other period as the Parties may agree, then
(i) such Compound shall not be deemed a Candidate Drug under this
Agreement, and (ii) subject to Section 4.1 below, Array shall be free
to develop such Compound.


 


2.6                                 FTE
Requirements and Funding. AZ agrees to fund the Array FTEs included in the
Research Plan in accordance with Section 6.2 below.  Unless otherwise agreed by the Parties the
Research Plan shall specify and Array shall provide [ * ] Array FTEs
in Contract Year One and [ * ] Array FTEs in Contract Year Two.


 


2.7                                 Extension
of Research Term.  AZ shall have the
right to extend the Research Term on an annual basis for up to
[ * ].  To exercise such
option, AZ shall so notify Array in writing at least three (3) months prior to
the expiration of the Research Term (including any extensions thereof in
accordance with this Section 2.7) and the Parties shall enter into good
faith discussions as to the required number of Array FTEs for such extension of
the Research Term.  All such Array FTEs
shall be funded by AZ at the FTE rate established under Section 6.2.1 below.


 


ARTICLE III - PRODUCT
DEVELOPMENT


 


3.1                                 Licensed
Product Development.


 


3.1.1                        AZ
Responsibilities.  Following the
selection of a Candidate Drug in accordance with Section 2.5.2 above, AZ
shall be responsible for undertaking a development program to obtain regulatory
approval in the Field for one or more Licensed Products incorporating such
Candidate Drug in the Major European Countries, Japan and the USA and
[ * ].  Such program shall
include all preclinical, clinical, manufacturing and other activities, beyond
those to be undertaken pursuant to the Research Program or Process Program, as
are necessary or appropriate to bring such Licensed Products to market.  All MAAs and Marketing Approvals for the
Licensed Products shall be owned by AZ, unless otherwise agreed.


 


3.1.2                        INDs.  It is understood that, prior to the
Effective Date, Array has been proceeding with development activities with
respect to ARRY-142886, including activities directed to the preparation and
filing of an IND (the “Initial IND”).  
To facilitate the development of ARRY-142886


 


12

















 


in the
Field, Array shall complete preparation of and file the Initial IND to cover
the agreed Phase I clinical trial activities as set out in Exhibit 3.1.2, subject
to AZ prior written approval of the study design and study protocol for such
trial.  Array shall be responsible, at
its own cost, for the agreed Phase I clinical trial activities.  In addition:


 


(a)                                  Array
shall only be entitled to use a clinical research organization for such Phase I
clinical trial activities which has been assessed by and approved in advance in
writing by AZ;


 


(b)                                 during
the preparation and filing of the Initial IND Array shall inform AZ of and
involve AZ in any interactions between Array and the FDA with respect to the
Initial IND;


 


(c)                                  during
the Phase I clinical trial Array shall provide AZ with all safety data arising
from the Phase I clinical trial at the same time as it is provided to the FDA;


 


(d)                                 during
the Phase I clinical trial Array shall provide AZ with all pharmacokinetic and
pharmacodynamic data arising from the Phase I trial as soon as reasonably
practicable; and


 


(e)                                  during
the Phase I clinical trial Array shall inform AZ of and involve AZ in any
interactions between Array and the FDA with respect to the Phase I clinical
trial activities.


 


At the completion of the Phase I clinical trial Array
shall close or inactivate the Initial IND, shall complete all relevant clinical
trial and Initial IND administrative activities and shall share all clinical
trial data with AZ.  AZ shall be
responsible for the preparation and filing of all subsequent INDs with respect
to any subsequent clinical development for ARRY-142886 and all INDs with respect
to any clinical development of any other Candidate Drugs.  Array shall also provide to AZ in support of
any AZ IND filings all relevant ARRY-142886 non-clinical data, including CMC,
pharmacology and toxicology generated by Array.


 


3.2                                 Development
Committee.  As soon as reasonably
practicable after selection of the first Candidate Drug, AZ shall form a
committee that will manage the conduct and progress of the further development
and regulatory affairs with respect to that and each subsequent Candidate Drug
(the “Development Committee”).  Day to
day management of the development and regulatory activities for the Candidate
Drugs shall be carried out by an AZ global product team which shall report to
the Development Committee at quarterly meetings.  Development Committee Meetings shall be held face to face or by
teleconference or videoconference. 
Array shall be notified at least two weeks in advance of the date of
each Development Committee meeting and shall have the opportunity to send one
Array representative to such meeting, who shall have observer status.  AZ shall provide such Array representative
with schedules for all Development Committee meetings and all other information
distributed to AZ members of the Development Committee.  The Development Committee shall review the
plan for the development of the subject Candidate Drug (each, a “Development
Plan”), and in so


 


13

















 


doing
shall consider all reasonable suggestions and comments of Array in formulating
such Development Plan.  Such Development
Plan shall be reasonably comprehensive and shall describe at least (i) the
proposed activities related to clinical studies and regulatory plans,
(ii) clinical goals and objectives as well as criteria for successful
completion of clinical trials and other development activities (“Development
Criteria”) and (iii) other activities and timelines directed to obtaining
regulatory approval.  In any event, AZ
agrees to keep Array informed as to the progress and activities relating to the
further development and regulatory matters pertaining to each Candidate Drug
and Licensed Product.  In addition, AZ
shall provide Array with such information as Array may reasonably request from
time to time.  It is understood that
such information will include correspondence with regulatory authorities with
respect to each Licensed Product.


 


3.3                                 Phase
I Success Criteria.  At any time
during or at the completion of the Phase I activities with respect to
ARRY-142886, the Development Committee shall assess that Licensed Product against
agreed Phase I success criteria set out in Exhibit 3.3 (the “Phase I Success
Criteria”) and shall confirm whether the Phase I Success Criteria have been
met.  If ARRY-142886 fails to meet the
Phase I Success Criteria, AZ shall have the right to cease development of
ARRY-142886 pursuant to this Agreement, and it shall be deemed an Abandoned
Product pursuant to Section 11.3.2 below.


 


3.4                                 Process
Development; Manufacturing.


 


3.4.1                        Process
Program.  Array and AZ agree to
conduct a program on a collaborative basis with the principal goal of further
developing processes and related assays for the manufacture of bulk quantities
of ARRY-142886, other Candidate Drugs and Licensed Products.


 


(a)                                  Process
Plan.  The Process Program shall be
carried out in accordance with a written workplan and budget (the “Process
Plan”) agreed to by the Parties set out in Exhibit 3.4.1.  Each Party will be responsible for
conducting those activities within the Process Program as are allocated to such
Party under the Process Plan.  It is
understood that Array will manufacture and supply bulk quantities of
ARRY-142886 for formulation studies under the Process Program.


 


(b)                                 FTE
Requirements and Funding. AZ agrees to fund the Array FTEs included in the
Process Plan in accordance with Section 6.2 below.  Unless otherwise agreed by the Parties, the
Process Plan shall specify and Array shall provide [ * ] Array FTEs
in Contract Year One and [ * ] Array FTEs in Contract Year Two.   The Parties shall enter into good faith
discussions as to the required number of Array FTEs for any extension of the
term covered by the Process Plan.


 


(c)                                  Technology
Transfer.  At the completion of the
Process Program or in accordance with a mutually agreed schedule, the Parties
shall cooperate to ensure a seamless and rapid transfer of the Collaboration
Technology developed under the Process Program that is necessary or useful for
the manufacture of bulk quantities of Licensed Products.


 


14

















 


(d)                                 Reports.
Array shall provide to AZ, at least once quarterly, a written summary of the
results of the Process Program.


 


3.4.2                        Supply
for Clinical Trials.  Array shall
use commercially reasonable efforts to manufacture and supply AZ’s requirements
of Candidate Drugs (other than ARRY-142886) for use in Phase I clinical trials
under the development program, at [ * ].  The Parties shall agree to terms for such supply prior to the
first supply of each Candidate Drug, and such terms shall conform to the terms
of this Agreement.  As used in this
Section 3.4.2, with respect to a particular Candidate Drug, “[ * ]”
shall mean [ * ] costs of manufacturing such Candidate Drug, plus
[ * ] attributable to manufacture of such Candidate Drug, based on
[ * ].


 


3.5                                 Co-Funding
Option.  Array shall have the right,
on a Licensed Product-by-Licensed Product basis, to elect to fund
[ * ] of the Phase III Development Costs of such Licensed Product,
all in accordance with this Section 3.5 (the “Co-Funding Option”).


 


3.5.1                        Election.  AZ shall notify Array at least
[ * ], but not more than [ * ], prior to initiation of any
and all Phase III trials for each Licensed Product (each, a
“Phase III Notice”).  Such
Phase III Notice shall include the date by which any such Phase III
trial is projected to start (the “Projected Start Date”), and shall include a
description of the indication for which such Phase III trial will be
directed, together with a detailed draft plan and budget, for the conduct of
the Phase III Clinical Trials intended to support Marketing Approval of
such Licensed Product.  At least
[ * ] prior to the Projected Start Date, Array may elect, by so
notifying AZ in writing, to participate in the further development of such
Licensed Product, to the extent described in this Section 3.5 below (such
notice, the “Election Notice”). 
Following the Phase III Notice, AZ shall cooperate fully with
Array, and shall promptly provide Array with such information, as Array may
reasonably request to enable Array to make an informed decision of whether to
exercise its Co-Funding Option under this Section 3.5 with respect to such
Licensed Product.  In the event Array
exercises its Co-Funding Option with respect to a particular Licensed Product
(such Licensed Product, a “Co-Funded Product”), the provisions of
Sections 3.5.2 and  3.5.3 below shall apply with respect to such
Co-Funded Product.


 


3.5.2                        Co-Funding
Obligation.  In the event Array
exercises its Co-Funding Option with respect to a Licensed Product, Array shall
be obligated to [ * ] AZ for [ * ] of such Phase III
Development Costs for such Licensed Product, subject to the provisions of this
Section 3.5.


 


(a)                                  The
draft plan and budget provided with the Phase III Notice, as modified in
accordance with this Section 3.5.2 (a), is referred to as the
“Co-Development Plan and Budget.”  By
October 1 of each year during the Phase III Development for a particular
Co-Funded Product, the Development Committee shall update and amend the
Co-Development Plan and Budget for such Co-Funded Product for the next
succeeding year.  Unless otherwise
specified in the Co-Development Plan and Budget, any amounts projected for a
full year shall be considered budgeted in four equal quarterly amounts.  Whether or not Array exercises its
Co-Funding Option, AZ agrees to use commercially


 


15

















 


reasonable
diligent efforts to carry out the Phase III Development of each Licensed
Product in accordance with the budget specified in the Co-Development Plan and
Budget.


 


(b)                                 Within
[ * ], AZ shall provide to Array a statement reflecting the total
Phase III Development Costs [ * ] such Calendar Quarter with respect
to the particular Co-Funded Product. 
Within [ * ] days after Array’s receipt of such statement,
Array shall [ * ] AZ [ * ] of the Phase III Development
Costs [ * ] such quarterly period in accordance with the statement
for such Co-Funded Product; provided, however, that Array shall not be required
to [ * ] AZ for [ * ]. 
AZ agrees to keep Array informed on an ongoing basis as to the actual
Phase III Development Costs incurred to date as compared to the Phase III
Development Costs reflected in the Co-Development Plan and Budget.


 


(c)                                  Upon
[ * ] prior written notice to AZ, Array may terminate its Co-Funding
Option for a particular Co-Funded Product. 
In such event, Array’s funding obligation under Section 3.5.2(b)
above shall apply only with respect to Phase III Development Costs of
activities conducted with respect to such Co-Funded Product prior to such
termination.  Such costs shall be
[ * ] to Array in accordance with Section 6.6.2(d).  Should AZ have [ * ] Phase III
Development Costs in the period prior to Array’s termination of its Co-Funding
Option AZ shall invoice Array in respect of [ * ] of costs within
[ * ] of such costs being [ * ] and such payments shall be
due [ * ] of receipt of invoice by Array.


 


(d)                                 Bank
Details.   All payments set forth in
this Section 3.5.2 shall be remitted by wire transfer to the following bank
account of AZ or such other account as AZ may designate in writing to Array:


 


	
  BANK ACCOUNT

  
	
  Bank Name:

  	
   

  	
  [ * ]

  
	
  Account Name:

  	
   

  	
  [ * ]

  
	
  Account No:

  	
   

  	
  [ * ]

  
	
  SWIFT code:

  	
   

  	
  [ * ]

  
	
  Corr Bank:

  	
   

  	
  [ * ]

  



 


3.5.3                        Certain
Terms.  As used in this
Section 3.5, the following terms shall have the meaning set forth below:


 


(a)                                  “Phase
III Development” shall mean those activities consisting of Phase III
clinical trials intended to support regulatory approval of a Licensed Product,
including the collection and analysis of data from those trials.


 


(b)                                 “Phase
III Development Costs” with respect to a particular Co-Funded Product shall
mean, to the extent incurred in accordance with the Co-Development Plan and
Budget then


 


16

















 


in
effect and to the extent not reimbursed by a Third Party, [ * ] of
Phase III Development of the particular Co-Funded Product.


 


(c)                                  For
purposes of this Section 3.5 only, a particular “Co-Funded Product” shall
include all dosages of the same formulation of the same active ingredient for
all indications within the Field; Licensed Products having a different
formulation or active ingredient shall be deemed a separate Licensed Product
(or a separate Co-Funded Product, as the case may be).


 


ARTICLE IV - EXCLUSIVITY


 


4.1                                 Exclusivity
of Efforts.  During the term of the
Research Program and for [ * ] from the final selection of a
Candidate Drug pursuant to Section 2.5.2(a), Array and AZ will not
[ * ], either alone or with a Third Party, [ * ] with
respect to, or [ * ] of a product comprising [ * ] for use
within the Field, other than in accordance with the Agreement nor will either
Party licence [ * ] to any other party.  It is understood and agreed that this Section 4.1 shall not
prevent a Party from collaborating with a Third Party academic entity in the
Field or with any Third Party for the purpose of [ * ] to be used in
support of any Candidate Drug or Licensed Product.


 


4.2                                 Candidate
Drugs.  Following the selection of a
Candidate Drug in accordance with Section 2.5 above (including AZ’s
payment of the milestone set forth in Section 6.3.1 below), for so long as
AZ is reasonably diligently developing and/or commercializing such particular
Candidate Drug or Licensed Product, Array shall not [ * ], or license
a Third Party to [ * ], such Candidate Drug or Licensed Product in
any Field.  If such Candidate Drug, or
any Licensed Product incorporating such Candidate Drug, becomes an Abandoned
Product pursuant to Section 11.3.2 below, then Array’s obligations under
this Section 4.2 shall terminate with respect to such Candidate Drug or
Licensed Product. For the avoidance of doubt, provided that AZ is diligently
developing ARRY-142886 or such other Candidate Drug as may have been selected
in its place, AZ shall be under no obligation to concurrently [ * ]
any other Candidate Drugs which have been selected.  Such [ * ] selected Candidate Drugs shall not form part
of the Abandoned Products except as provided in Section 11.3.2 below.


 


4.3                                 Retention
of Rights.  AZ acknowledges that
Array has ongoing research programs related to the development of pharmaceutical
products for use outside the Field, the mechanism of action of which is to
modulate MEK, and that such programs include (i) Compounds that have been
mutually determined not to meet the Candidate Drug Target Profile in the course
of the Research Program, (ii) any Compound that has been determined to
meet the Candidate Drug Target Profile in the course of the Research Program
but that is rejected as a Candidate Drug pursuant to Section 2.5.2(a)(ii)
above, and (iii) following AZ’s selection of [ * ] Candidate
Drugs (or such other number as the Parties may agree) in addition to
ARRY-142886 under Section 2.5 above, any other Compound that is the
subject of the Research Program.  AZ
further acknowledges that such ongoing research programs as well as similar future
Array research programs related to MEK are outside the scope of this Agreement
and, without limitation, such activities of Array are not prohibited by this
Article IV.


 


17

















 


4.4                                 Inflammation
Rights; Right of First Discussion.


 


4.4.1                        Notice.  During [ * ] from the Effective
Date, at least [ * ] prior to Array [ * ] to grant to a
Third Party the right to develop and/or commercialize one or more Compounds for
use outside the Field, Array agrees to notify AZ in writing, together with a
summary description of the Compound (including a general statement of its
then-current stage of development) or field to be proposed, if any, that
[ * ] (“Initial Notice”).  Within
[ * ] following receipt of such Initial Notice, AZ shall notify Array
of its decision whether or not it desires to discuss terms and conditions under
which Array would grant such rights to AZ. 
As soon as practicable following such notice the Parties shall enter
into exclusive good faith negotiations to finalise the terms and conditions of
such grant of rights.  If (i) AZ
notifies Array that it does not desire to discuss such terms and conditions, or
(ii) the Parties have not agreed upon such terms and conditions pursuant to
which such rights and license would be granted to AZ within [ * ]
after the date Array provided the Initial Notice to AZ(the “Negotiation
Period”), then Array shall be free to grant to any Third Party the right to
develop and/or commercialize one or more Compounds for use outside the Field,
without further obligation to AZ, and on any terms that Array deems
appropriate.  It is understood that,
because Array will be providing the Initial Notice to AZ prior to
[ * ] with a Third Party, Array may not be able to define the entire
or exact scope of the product, field or rights to be granted, and accordingly,
so long as the Initial Notice describes a product, field or rights that overlap
with the product, field or rights discussed with, or granted to, a Third Party,
Array shall be deemed to have satisfied its obligations, under this
Section 4.4; also, it is understood that Array need only provide one such
Initial Notice hereunder before engaging in such material and substantial
negotiations with the first Third Party, and that Array is not obligated to
provide any further notice if Array subsequently engages in discussion with
more than one Third Party with respect to the subject matter described in the
Initial Notice.


 


4.4.2                        No
Implied Obligations.  The only
obligations of Array and AZ under Section 4.4.1 above are as expressly
stated therein, and there are no further implied obligations relating to the
matters contemplated therein.  Without
limiting the foregoing, it is further understood and agreed that the subject
Compound(s) for use outside the Field may or may not be discovered or reduced
to practice at all, may or may not be discovered or reduced to practice to any
particular degree or at all at the time of the Initial Notice under
Section 4.4.1, and that further modification and/or variations of a
Compound or product may be developed after the date of such Initial Notice;
accordingly, so long as Array includes within the Initial Notice a good faith
summary of the Compound or product as it then exists, or a good faith summary
of the field in which the rights would be granted, the requirements of
Section 4.4.1 above shall be deemed satisfied with respect to any and all
modifications, variants or derivatives of the Compound or product developed or
reduced to practice after the date of the Initial Notice.  Without limiting the foregoing, it is
further acknowledged and agreed that (i) this Section 4.4 shall not
be deemed to apply to a transaction by which a Third Party acquires all or
substantially all of the business assets of this Agreement in accordance with
Section 12.4 below; and (ii) if Array enters into a transaction with
a Third Party in accordance with this Section 4.4 that includes the grant
by Array of [ * ] one or more Compounds for use outside the Field (each
such [ * ] being referred to as a “[ * ]”), then the grant
of rights by Array upon [ * ] shall not be subject to this
Section 4.4 so long as the grant of


 


18

















 


[ * ]
was made in a transaction entered into with the Third Party in compliance with
Section 4.4.1; and (iii) Array is not obligated under this
Section 4.4 to provide AZ any particular information other than as
expressly stated in Section 4.4.1, and that Array may require a separate
confidentiality agreement as a condition to any disclosure of information in
connection with Section 4.4.


 


4.4.3                        Disputes.  If AZ disputes Array’s right to proceed to
enter into any transaction with a Third Party with respect to one or more
Compounds for use outside the Field, AZ shall submit such dispute to binding
arbitration within [ * ] from the end of the Negotiation Period.  AZ shall provide Array a notice of such
arbitration together with a written report setting forth the specific basis for
the dispute and the specific actions AZ believes Array must take to resolve the
dispute (“Arbitration Notice”).  Such
arbitration shall be conducted in accordance with Section 12.2.  If an Arbitration Notice is not received
within the [ * ] period then AZ shall have no further right to
dispute Array’s right to grant any Third Party rights contemplated by this
Section 4.4.


 


ARTICLE V - LICENSE
GRANTS


 


5.1                                 Research
Licenses.  AZ hereby grants Array a
non-exclusive, non-sublicensable, worldwide license without royalty or charge
during the Research Term solely to make and use subject matter within the AZ
Existing Technology and its rights to Collaboration Technology, to conduct
activities assigned to Array under the Research Plan or the Process Plan.  Array hereby grants AZ a non-exclusive,
non-sublicensable, worldwide license without royalty or charge during the
Research Term solely to make and use subject matter within the Array Existing
Technology and its rights to Collaboration Technology, to conduct activities
assigned to AZ under the Research Plan or the Process Plan, during the Research
Term.  The licenses granted under this
Section 5.1 shall not include the right to grant or authorize sublicenses
other than to Affiliates in order to conduct the Research Program or Process
Program.


 


5.2                                 Licenses
to AZ.


 


5.2.1                        Candidate
Drugs and Licensed Products. 
Subject to the terms and conditions of this Agreement, Array hereby
grants AZ an exclusive license, under Array’s interest in Compounds, Candidate
Drugs and Licensed Technology, to make, have made, use, sell, offer for sale
and import,  research, develop,
register, manufacture, have manufactured, formulate, have used, export,
transport, distribute, promote, market or have sold or otherwise dispose or
offer to dispose of Candidate
Drugs and Licensed Products for use in the Field and in the Territory.


 


5.2.2                        Sublicenses.  AZ may sublicense the rights granted under
Section 5.2.1 above for a particular Candidate Drug or Licensed Product;
provided that such sublicense (and any right to obtain such a sublicense) is
granted no earlier than the date the Compound incorporated therein has been
selected as a Candidate Drug in accordance with Section 2.5 above.


 


19

















 


5.3                                 Licenses
to Array.


 


5.3.1                        Abandoned
Products.  AZ hereby grants to Array
an exclusive license [ * ] under AZ’s interest in the Collaboration
Technology, to make, have made, use, sell, offer for sale and import, research,
register, formulate, have used, export, transport, distribute, promote, market
or have sold or otherwise dispose or offer to dispose of Abandoned Products for
use in the Territory.  Such license
shall include the right to grant and authorize sublicenses.  If Array requires a license under AZ
Existing Technology to enable it to exercise its rights under this Section
5.3.1, then AZ shall grant such license to Array [ * ].


 


5.4                                 No
Implied Licenses.  Each Party
acknowledges that the licenses granted under this Article V are limited to
the scope expressly granted, and all other rights to Licensed Technology are
expressly reserved to the Party owning such Licensed Technology. Without
limiting the foregoing, it is understood that where an exclusive license under
Licensed Technology is granted to a Party under this Article V for a particular
purpose, the Party granting such license retains all of its rights to such
Licensed Technology for all purposes not expressly licensed.


 


ARTICLE VI - PAYMENTS


 


6.1                                 Initial
Payment.  In consideration of
[ * ] AZ shall pay to Array [ * ].  Such sum shall be due upon the Effective
Date and shall be payable within [ * ].  Such amount shall be non-refundable and non-creditable against
any other amounts due to Array under this Agreement.


 


6.2                                 Research
and Process Payments - Funding.


 


6.2.1                        FTEs.  An FTE rate determined in accordance with
this Section 6.2.1 shall be used for purposes of determining the costs
incurred by Array with respect to Array personnel performing work on the
Research Program and the Process Program. 
The FTE rate shall be [ * ] per FTE.  The FTE rate includes but is not limited to all salary, employee
benefits and other expenses including support staff and overhead for or
associated with an FTE.


 


6.2.2                        Non-FTE
Costs.  If the JRC specifically
requests, as confirmed by AZ in writing or in the written Research Plan approved
by the JRC, that Array conduct and fund a research activity at an external
center, Array’s [ * ] costs incurred by Array in following such
request shall be reimbursed by AZ at Array’s cost [ * ].  Such sums shall be payable [ * ]
following receipt by AZ of a valid invoice from Array.


 


6.2.3                        Payment.  On or before the first day of each Calendar
Quarter during the Research Term, AZ shall pay to Array [ * ] for
each FTE for such quarter.  Such sums
shall be payable [ * ]
following receipt by AZ of a valid invoice from Array.  Unless otherwise specified in the applicable


 


20

















 


Research
Plan, amounts budgeted for the full year will be deemed budgeted in equal
amounts for each Calendar Quarter during such year.


 


6.2.4                        Bank
Details.   All payments set forth in
this Article VI shall be remitted by wire transfer to the following bank
account of Array or such other account as Array may designate in writing to AZ:


 


	
  BANK ACCOUNT

  
	
  Bank Name:

  	
   

  	
  [ * ]

  
	
  Bank Address:

  	
   

  	
  [ * ]

  
	
  Account Name:

  	
   

  	
  [ * ]

  
	
  Account No:

  	
   

  	
  [ * ]

  
	
  ABA code:

  	
   

  	
  [ * ]

  
	
  SWIFT code:

  	
   

  	
  [ * ]

  



 


6.3                                 Research
Milestones .


 


6.3.1                        Milestones.  AZ shall pay to Array the following amounts
upon achievement of each occurrence of the following events (each a “Research Milestone”):


 


	
  MILESTONE

  	
   

  	
  CASH
  PAYMENT

  
	
   

  	
   

  	
  (in U.S.
  dollars)

  
	
  1.

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  2.

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  



 


6.3.2                        Certain
Terms.


 


Selection of Candidate Drugs shall be in accordance
with Section 2.5.  It is understood
that Research Milestone 2 shall be paid [ * ].


 


21

















 


6.4                                 Development
Milestones.


 


6.4.1                        Milestones.  Except as set forth below, AZ shall pay to
Array the following amounts upon achievement of the corresponding events set
forth below (each, a “Development Milestone”) for each Licensed
Product, regardless of whether thedevelopment, promotion, or marketing of such Licensed Product is
discontinued at any time after theachievement of such milestone: 


 


	
  MILESTONE

  	
   

  	
  CASH
  PAYMENT

  (in U.S. dollars)

  
	
   

  	
   

  	
   

  
	
  1a.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  1b.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  [ * ]

  	
   

  	
  [ * ]

  



 


6.4.2                        Certain
Terms.  For purposes of the
Development Milestones due under this Section 6.4:


 


(a)                                  Development
Milestones 1a and 1b shall be paid [ * ].  Development Milestones 3 through 10 shall be paid
[ * ].


 


22

















 


(b)                                 For
purposes of this Section 6.4, and Section 6.6 below, all dosage
forms, and all formulations, of the same active ingredient shall be deemed a
single Licensed Product; Licensed Products having a different active ingredient
shall be deemed separate Licensed Products.


 


(c)                                  “Initiation”
of a particular clinical trial shall mean the first dosing of the first patient
in such trial.


 


(d)                                 If
a subsequent Development Milestone is achieved with respect to a particular
Licensed Product before a prior Development Milestone (“prior” and “subsequent”
referring to a lower and higher number respectively in the tables above, e.g.
Development Milestone 2 being “prior” to Development Milestone 3),
then prior Development Milestones 1 through 4 with respect to that Licensed
Product shall be deemed achieved upon achievement of the subsequent Development
Milestone.  In addition, where
Development Milestone 8 is achieved Development Milestone 5 only shall be
deemed to have been achieved, where Development Milestone 9 is achieved
Development Milestone 6 only shall be deemed to have been achieved and where
Development Milestone 10 is achieved Development Milestone 7 only shall be
deemed to have been achieved.


 


(e)                                  “Acceptance”
of an MAA shall mean the date of receipt by AZ of written notice of acceptance
from the FDA (or its equivalent in a country outside the U.S.) of the first MAA
for the Licensed Product for substantive review.


 


(f)                                    “Acceptance
of an MAA in the European Union” shall mean the date that the first MAA has
been accepted for a Licensed Product in at least one (1) of the Major
European Countries or by the European Medicines Evaluation Agency (“EMEA”).


 


(g)                                 “First
Commercial Sale” shall mean, with respect to a Licensed Product in a
particular country, the first bona fide commercial sale of such Licensed
Product following Marketing Approval in such country by or under authority of
AZ, its Affiliates or Sublicensees.  It
is understood that Development Milestone 9 shall be paid upon the First
Commercial Sale of a Licensed Product in any country that is a Major European
Country.


 


6.4.3                        Credits.  Should all development of a particular
Licensed Product discontinue prior to MAA Approval in the first country, for
any reason, and be replaced by an alternative Licensed Product, then, when the
next Licensed Product achieves a milestone for which a corresponding milestone
payment was made for the discontinued Licensed Product, no payment shall be due
with respect to such alternative Licensed Product with respect to milestones 3
through 7.


 


6.5                                 Milestone
Payment Timing.  AZ and Array each
agree to notify the other of its achievement of any milestone promptly, but in
any event within twenty (20) days of such achievement. For milestones
accomplished by AZ, the relevant payments set forth in Sections 6.3 and
6.4 hereof shall each be due to Array upon notice by AZ to Array of the
occurrence of the milestone event set forth


 


23

















 


therein
and shall be payable within thirty (30) days of receipt by AZ of a valid invoice
from Array.  For milestones accomplished
by Array, such payment shall be due thirty (30) days after notice thereof
to AZ, subject to AZ’s verification during such thirty (30) day period
that the milestone occurred and subject to receipt of a valid invoice from
Array.


 


6.6                                 Earned
Royalties For Licensed Products.  AZ
shall pay Array a royalty on worldwide Net Sales of Licensed Products.  Such royalty shall be paid based on the
total annual worldwide Net Sales for each Calendar Year,  on a Licensed Product-by-Licensed
Product basis.


 


6.6.1                        General.  Subject to Section 6.6.2 below, the
annual royalty rate for a particular Licensed Product in a given year shall be
determined by the total worldwide annual Net Sales of such Licensed Product for
the particular Calendar Year, according to the following schedules.


 


(a)                                  For
each Licensed Product that incorporates [ * ]:


 




	
  Total
  Annual Net Sales

  	
   

  	
  Royalty

  	
   

  
	
  Less than
  [ * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Between [ * ]
  and [ * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Greater than
  [ * ]

  	
   

  	
  [ * ]

  	
  %

  






 


(b)                                 For
each Licensed Product that incorporates [ * ] (i) for which
[ * ] or (ii) which [ * ]:


 




	
  Total
  Annual Net Sales

  	
   

  	
  Royalty

  	
   

  
	
  Less than [ * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Between [ * ] and [ * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Greater than [ * ]

  	
   

  	
  [ * ]

  	
  %

  






 


(c)                                  For
each Licensed Product that incorporates [ * ]:


 


 




	
  Total
  Annual Net Sales

  	
   

  	
  Royalty

  	
   

  
	
  Less than [ * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Between [ * ] and [ * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Greater than [ * ]

  	
   

  	
  [ * ]

  	
  %

  






 


24

















 


6.6.2                        Licensed
Products Subject to Co-Funding Option. 
With respect to Licensed Products for which Array has exercised its
Co-Funding Option pursuant to Section 3.5, the annual royalty rate for a
particular Co-Funded Product in a given Calendar Year shall be determined by
the total annual worldwide Net Sales of such Licensed Product in that Calendar
Year, according to the following schedules.


 


(a)                                  For
each Co-Funded Product that incorporates [ * ]:


 




	
  Total Annual Net Sales

  	
   

  	
  Royalty

  	
   

  
	
  Less than [
  * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Between [ *
  ] and [ * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Greater than [
  * ]

  	
   

  	
  [ * ]

  	
  %

  






 


(b)                                 For
each Co-Funded Product that incorporates [ * ]
(i) for [ * ]
or (ii) which [ * ]:


 




	
  Total Annual Net Sales

  	
   

  	
  Royalty

  	
   

  
	
  Less than [
  * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Between [ *
  ] and [ * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Greater than [
  * ]

  	
   

  	
  [ * ]

  	
  %

  






 


(c)                                  For
each Co-Funded Product that incorporates a [ * ]:


 




	
  Total Annual Net Sales

  	
   

  	
  Royalty

  	
   

  
	
  Less than [
  * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Between [ *
  ] and [ * ]

  	
   

  	
  [ * ]

  	
  %

  
	
  Greater than [
  * ]

  	
   

  	
  [ * ]

  	
   

  






 


25

















 


(d)                                 For
any particular Co-Funded Product for which Array terminates its obligation to
fund Phase III Development Costs under Section 3.5.2(c), AZ shall pay the
royalty rate [ * ].


 


6.6.3                        Other.


 


(a)                                  For
purposes of determining the royalty rates applicable hereunder, it is
understood that “total annual Net Sales” shall be determined on a world-wide,
Calendar Year basis, and shall be determined separately for each separate
Licensed Product.


 


(b)                                 Further
it is understood that if the total annual Net Sales for a particular Calendar
Year are within a particular Net Sales range, as reflected in the tables in
either 6.6.1 or 6.6.2 above, then the royalty corresponding to such range shall
apply to Net Sales for the particular Calendar Year within such range
only.  For convenience of example only
and without limiting the above, for each Licensed Product that incorporates
[ * ] without any right of reduction, the royalty rate of
[ * ]% shall apply to the amount of annual Net Sales under
[ * ], should annual Net Sales exceed [ * ] then the
royalty rate of [ * ]% shall apply only to the amount of Net Sales
exceeding [ * ] (and up to [ * ]) and should annual Net
Sales exceed [ * ] then the royalty rate of [ * ]% shall
apply only to the amount of Net Sales exceeding [ * ].


 


(c)                                  If
AZ sells a Licensed Product to a Third Party that purchases other products or
services from AZ, AZ agrees not to discount the purchase price of the Licensed
Product to a greater degree than AZ generally discounts the prices of the other
products and/or services sold to such Third Party


 


6.7                                 Sublicensees.  In the event that AZ grants a license or
sublicense under any Licensed Technology to make, have made, use, sell, offer
for sale and import, research, develop, register, manufacture, have
manufactured, formulate, have used, export, transport, distribute, promote,
market or have sold or otherwise dispose or offer to dispose of a Candidate
Drug or Licensed Product to a Sublicensee, AZ shall pay to Array a royalty of
[ * ] of all Net Proceeds.  AZ
shall pay such amounts to Array [ * ] after the [ * ] with
respect to all Net Proceeds received in [ * ].  For the purposes of this Section 6.7,
“Net Proceeds” shall mean [ * ], including without limitation,
(i) [ * ] payments, (ii) [ * ] payments,
(iii) [ * ] and (iv) [ * ].    With respect to amounts received for (iv)
above, Net Proceeds shall mean [ * ],


 


26

















 


6.8                                 Sales
Subject to Royalties.  Sales
[ * ] shall not be subject to royalties hereunder.  Royalties shall be calculated on AZ’s or its
Affiliates’ sale of the Licensed Products to a Third Party (including
Distributors) and on Net Proceeds from Sublicencees in accordance with Section
6.7.  Royalties shall be payable only
once for any given unit of Licensed Product. 
For purposes of determining Net Sales, the Licensed Product shall be
deemed to be sold when invoiced and a “sale” shall not include, and no
royalties shall be payable on, transfers by AZ orits Affiliates of samples of
Licensed Products or clinical trial materials containing Compound or other
transfers or dispositions for charitable, promotional, pre-clinical, clinical,
regulatory or governmental purposes.


 


6.9                                 Term
For Royalty Payment.  Royalties
payable under Section 6.6 shall be paid on a country-by-country basis from
the date of the First Commercial Sale (as defined in Section 6.4.2(g)) of
each Licensed Product in such country. 
The obligation shall expire, on a country-by-country basis, with respect
to each separate Licensed Product, on the later to occur of (a) the [ * ]
anniversary of the first commercial sale of such Licensed Product in such
country and (b) the expiration date in such country of the last to expire of
any issued licensed Patent that includes at least one Valid Claim
[ * ] in such country.


 


Upon such expiry all applicable licences for such
Licensed Product in such country shall be deemed fully paid up and perpetual
and AZ shall have no further obligations under Article VI.


 


6.10                           No
Valid Claim.  In the event that a
Licensed Product is sold in a country and is not covered by a Valid Claim
within the Licensed Technology in such country, the Net Sales of such Licensed
Product for purposes of the royalty rate payable to Array by AZ with respect to
such sales of such Licensed Product in such country shall be reduced by
[ * ].  Net Sales of such
Licensed Product shall be reduced for only so long as no Valid Claim within the
Licensed Technology covering such Licensed Product exists.  For those countries in which patents on
pharmaceutical compositions may not be obtained, this Section 6.10 shall
not apply.


 


6.11                           Foreign
Exchange.  The remittance of
royalties payable on Net Sales will be payable in U.S. dollars to a bank and to
an account designated by Array in accordance with Section 6.2.4
above.  For the purpose of computing the
Net Sales of Licensed Products sold in a currency other than U.S. Dollars, such
currency shall be converted from local currency to U.S. Dollars by AZ in
accordance with the rates of exchange for the relevant Calendar Quarter for
converting such other currency into U.S. Dollars used by AZ’s internal
accounting systems, which are independently audited on an annual basis.


 


6.12                           Taxes.


 


6.12.1                  General.  The royalties, milestones and other amounts
payable by AZ to Array pursuant to this Agreement (“Payments”) shall not be reduced on account of any taxes unless
required by applicable law.  Array alone
shall be responsible for paying any and all taxes (other than withholding taxes
required by applicable law to be deducted and paid on Array’s behalf by AZ) levied
on account of,


 


27

















 


or
measured in whole or in part by reference to, any Payments it receives.  AZ shall deduct or withhold from the
Payments any taxes that it is required by applicable law to deduct or withhold.  Notwithstanding the foregoing, if Array is
entitled under any applicable tax treaty to a reduction of rate of, or the
elimination of, applicable withholding tax, it may deliver to AZ or the
appropriate governmental authority (with the assistance of AZ to the extent
that this is reasonably required and is expressly requested in writing) the
prescribed forms necessary to reduce the applicable rate of withholding or to
relieve AZ of its obligation to withhold tax, and AZ shall apply the reduced
rate of withholding, or dispense with withholding, as the case may be, provided
that AZ has received evidence, in a form satisfactory to AZ, of Array’s
delivery of all applicable forms (and, if necessary, its receipt of appropriate
governmental authorization) at least fifteen (15) days prior to the time that
the Payments are due.  If, in accordance
with the foregoing, AZ withholds any amount, it shall pay to Array the balance
when due, make timely payment to the proper taxing authority of the withheld
amount, and send to Array proof of such payment within sixty (60) days
following that payment.


 


6.12.2                  Indirect
Taxes.  All Payments are exclusive
of Indirect Taxes.  If any Indirect
Taxes are chargeable in respect of any Payments, the payer shall pay such
Indirect Taxes at the applicable rate in respect of any such Payments following
the receipt, where applicable, of an Indirect Taxes invoice in the appropriate
form issued by the recipient in respect of those Payments, such Indirect Taxes
to be payable on due date of the payment of the Payments to which such Indirect
Taxes relate.


 


6.13                           Royalty
Payment Reports.  The royalties
shall be calculated quarterly as of the last day of March, June, September and
December respectively, for the Calendar Quarter ending on that date.  AZ shall pay the royalties in conjunction
with the delivery of a written report to Array within [ * ] after the
end of each Calendar Quarter that shows, with respect to each country and each
Licensed Product, the sales volume and Net Sales of the Licensed Products
during such Calendar Quarter.


 


6.14                           Accounting.  AZ shall maintain complete and accurate
records, in accordance with the generally accepted accounting practices under
which it reports, which are relevant to costs, expenses and payments under this
Agreement.  Upon the written request of
Array, AZ shall permit a certified public accountant or a person possessing
similar professional status and associated with an independent accounting firm
acceptable to the Parties to inspect during regular business hours and no more
than [ * ] and going back no more than [ * ] preceding the
current year, all or any part of AZ’s records and books necessary to check the
accuracy of such costs, expenses or payments made under this Agreement.  The accounting firm shall enter into
appropriate obligations with AZ to treat all information it receives during its
inspection in confidence.  The
accounting firm shall disclose to Array and AZ only whether the costs, expenses
or payments under this Agreement are correct and details concerning any
discrepancies, but no other information shall be disclosed to Array.  The Parties agree to settle any
discrepancies promptly.  The charges of
the accounting firm shall be paid by Array, except in the case of a discrepancy
against Array of more than [ * ], the charges shall be paid by
AZ.  Any failure by Array to exercise
its right under this Section 6.14 with respect to a Calendar Year within
the time period allotted therefor, shall


 


28

















 


constitute
a waiver by Array of its right to later object to any payments made by AZ under
this Agreement during such Calendar Year.


 


6.15                           Credit
For Payments for Third Party Licenses.


 


6.15.1                  Reduction of
Royalties; Amount.  In the event
that (i) it becomes reasonably necessary for AZ at its sole discretion to
obtain a license under a valid, issued patent of a Third Party, where such
patent [ * ] and such patent would necessarily be infringed by
[ * ] of such Licensed Product or [ * ] of a Candidate
Drug, and (ii) AZ must pay such Third Party for such license a royalty on
Net Sales of such Licensed Product in a particular country, AZ may reduce the
amount [ * ] on Net Sales of such Licensed Product in such country;
provided that the royalties otherwise due to Array on such Net Sales shall not
be so reduced [ * ].  AZ shall
not be entitled to such credit in any country of the Territory in the event the
patents of such Third Party for which such obligations have been incurred are
held invalid or unenforceable in that country. 
Notwithstanding the foregoing, if AZ is required to obtain a license as
described in this Section 6.15.1 for [ * ] of a Candidate Drug, and
AZ [ * ], then AZ may reduce the amount due to Array [ * ];
provided that [ * ] for any Candidate Drug shall not be so reduced
[ * ].


 


6.15.2                  Complementary
Technologies.  In addition to the
foregoing royalty reduction, it is understood that on a case-by-case basis, AZ
and Array may agree that it would be in their mutual best interests to
in-license a complementary technology for use with a Licensed Product, and in
such case may similarly agree that it would be in their mutual best interests
to agree upon a further reduction calculated by reference to royalties paid
with respect to such in-license; provided, however, that neither Party shall be
obligated to agree to any such reduction, and no such reduction shall be made
unless so agreed.


 


6.15.3                  Consultation;
Disputes.  AZ shall consult with
Array prior to entering into any license agreement with a Third Party for which
AZ would seek to deduct royalties under this Section 6.15, and shall take into
account reasonable suggestions of Array with respect to such proposed
license.  Any dispute under this
Section 6.15 including any dispute as to whether such a license is
necessary, shall be resolved in accordance with Section 12.2 below.


 


ARTICLE VII -
COMMERCIALIZATION


 


7.1                                 Commercialization
Rights.  AZ shall be responsible for
the establishment, control and implementation of the strategy, plans and
budgets for marketing and promotion of the Licensed Products.


 


7.2                                 Commercialization
Efforts.  AZ shall use commercially
reasonable diligent efforts to develop and commercialize Licensed Products, and
to perform its obligations under Sections 2.1, 3.1, 3.2, 3.4 and 7.1 of
this Agreement, and to obtain the optimum commercial return for each Licensed
Product in all major markets throughout the world, consistent with the practice
of AZ in pursuing the


 


29

















 


development
and commercialization of pharmaceutical products of its own development and of
similar commercial value potential.


 


ARTICLE VIII - OWNERSHIP
OF INTELLECTUAL PROPERTY AND PATENT RIGHTS


 


8.1                                 Existing
Technology Inventions.


 


8.1.1                        General.  Each Party shall retain all of its rights,
title and interest in and to its Existing Technology, including the right to
transfer or license such intellectual property to others for any purpose,
subject only to its obligations under this Agreement.  Each Party shall promptly disclose to the other any inventions
made in connection with the Existing Technology.  Each Party shall keep the other informed as to material
developments with respect to the prosecution and maintenance of Patents
claiming Existing Technology that pertain to Candidate Drugs or Licensed
Products, including without limitation, by providing copies of any substantive
documents.  Inventorship shall be
determined in accordance with the patent laws of the United States.


 


8.1.2                        Array
shall, during the term of this Agreement, be responsible for the filing,
prosecution and maintenance of the Array Patents, at Array’s sole discretion.


 


8.1.3                        Array
shall use reasonable endeavours to prosecute the Array Patents so that there
will be claims [ * ], and other claims [ * ] which are of
interest to Array such as, for example, by the filing of divisional Patents.


 


8.1.4                        AZ shall
have the right to give comments and recommendations as to the overall strategy
regarding the filing, prosecution and maintenance of the Array Patents
including any activity pursuant to Section 8.1.3; and before taking any step in
the filing, prosecution or maintenance of the Array Patents, Array shall allow
AZ to comment on the action proposed to be taken and Array shall endeavour to
take into account any comments and suggestions of AZ, provided that any such
advice by AZ is given without any warranty or guarantee as to the results.  In addition to the foregoing, (i) if AZ
requests in good faith that Array expand the scope of the claims of an Array
Patent, Array shall claim such additional subject matter so requested, and (ii)
if Array intends to narrow the scope of the claims of an Array Patent in a
manner to which AZ in good faith disagrees or objects, then AZ shall have the
right to pursue claims to the subject matter so excluded in accordance with
Section 8.1.7 below.  At such time as AZ
has made all of its Candidate Drug selections, Array’s obligations under this
Section 8.1 shall be limited to those Array Patents containing a Valid Claim.


 


8.1.5                        Array
shall for the purposes of this Section provide AZ with copies of all
substantive documents that Array receives from any patent office, including
notice of all interferences, reissues, re-examinations, oppositions or requests
for patent term extensions and any other documents which may be of importance
for any action(s) to be taken sufficiently in time prior to the deadline for,
or the intended date for, the action to be taken, whichever is the earlier, but
no later than sixty (60) days


 


30

















 


prior to
such date, provided that such period is available to Array.  AZ shall communicate its comments on same on
the earlier of:


 


(a)                                  thirty
(30) days from the date on which Array provided such information to AZ; and


 


(b)                                 no
less than thirty (30) days before the deadline for, or the intended date for,
the action to be taken, provided that such period is available to AZ.


 


8.1.6                        Should any
such comment as provided for under Section 8.1.4 refer to a matter which AZ in
its reasonable judgment considers to be of significant importance for the
maintenance of the protection which the Array Patents are intended to provide
for the Candidate Drugs and/or the Licensed Products, AZ and Array shall
discuss in good faith how to maintain such protection.


 


8.1.7                        In the
event that Array should decide to permit any pending patent application or any
patent included in the Array Patents containing a Valid Claim to lapse by any
action, inaction or failure to take any action or to pay any fee when due,
Array shall promptly inform AZ of such decision, but no later than two months
prior to such action, inaction or failure to pay, provided that such period is
available to Array, so that AZ might, at AZ’s expense, seek such patent
protection or prevent any such lapse. 
In such event, Array shall promptly, at the request and expense of AZ,
execute and deliver any transfer or assignment or other relevant documents
necessary and make all such rightful oaths as will aid or permit AZ to take
such actions on its own behalf.  Upon
such transfer and assignment becoming effective AZ shall immediately assume the
responsibility for any costs connected therewith, and such patent application
or patent shall immediately be deemed AZ Patents.


 


However, upon request by AZ in writing to Array, Array
shall, for a period of three (3) months from the date of such notice continue
at AZ’s cost to be responsible for seeking such patent protection or preventing
any such lapse or failure to pay as mentioned in this Section 8.1.7 and
contemplated in AZ’s notice.


 


Where Array wishes to allow a patent application to
lapse, and it is not possible for Array to assign its rights to AZ, the patent
or patent application will be maintained in the existing name at the expense of
AZ and with an exclusive licence to AZ.


 


At such time as AZ has made all of its Candidate Drug
selections, Array’s obligations under this Section shall be limited to those
Array Patents containing a Valid Claim.


 


8.1.8                        Should AZ
reasonably require Array, [ * ] to seek additional patent protection
which AZ in its reasonable judgment considers to be of significant importance
for the maintenance of the protection which the Array Patents are intended to
provide for the Candidate Drugs and/or Licensed Products, by way of patent
registration, patent of importation or revalidation or otherwise, then Array


 


31

















 


may do
so.  Should Array notify AZ in writing
that it does not intend to do so, then AZ may do so in its own name or in the
name of Array, whichever AZ may elect.


 


8.1.9                        The
Parties shall cooperate and shall take each other’s advice into reasonable
account in any issue regarding the gaining of patent term extension, including,
but not limited to, Supplementary Protection Certificates in the European
Economic Area, relating to the Array Patents which AZ in its reasonable
judgment considers to be of significant importance for the maintenance of the
protection which the Array Patents are intended to provide for the Candidate
Drugs and/or the Licensed Products.


 


8.1.10                  Array warrants
that it shall not grant any Third Party any right under the Array Patents or
otherwise which might contravene or conflict with AZ’s rights under Sections
8.1.2 through 8.1.9.  Array further
warrants that it shall not grant to any Third Party any right under the Array
Patents or otherwise which would mean or have as a consequence that Array would
not be entitled to prosecute the Array Patents in a way which would otherwise
contravene or conflict with AZ’s rights or Array’s obligations under this
Section.


 


8.1.11                  At the
commencement of Phase III in respect of ARRY-142886, any Array Patent
[ * ] shall be assigned such that it shall be jointly owned by Array
and AZ in equal undivided shares.  Under
any such assignment:


 


(i)             AZ rights only extend
to any Valid Claim and not to any other claims contained within any jointly
owned patent property; and


 


(ii)          Array has a perpetual,
irrevocable, sub-licensable exclusive licence without royalty or charge in the
Territory for any purpose inside or outside the Field under all the claims
contained within any jointly owned patent property, other than any Valid Claim.


 


Neither Party can encumber the rights of the other
Party with respect to such jointly owned patent property without the consent of
the other Party except that Array grants AZ and its Affiliates a perpetual,
irrevocable, sub-licensable, exclusive licence, without royalty or charge other
than as set forth in Article VI, under any Valid Claim in the Territory for any
purpose in the Field, subject to Section 2.5.2(b) above, and AZ grants Array a
perpetual, irrevocable, sub-licensable exclusive licence without royalty or
charge under any Valid Claim in the Territory for any purpose outside the
Field.


 


8.1.12                  Upon
commencement of Phase I in respect of any Candidate Drug other than
ARRY-142886, any Array Patent [ * ] shall be assigned such that it
shall be jointly owned by Array and AZ in equal undivided shares.  Under any such assignment:


 


(i)             AZ rights only extend
to any Valid Claim and not to any other claims contained within any jointly
owned patent property; and


 


32

















 


(ii)          Array has a perpetual,
irrevocable, sub-licensable exclusive licence without royalty or charge in the
Territory for any purpose inside or outside the Field under all the claims
contained within any jointly owned patent property, other than any Valid Claim


 


Neither Party can encumber the rights of the other
Party with respect to such jointly owned patent property without the consent of
the other Party except that Array grants AZ and its Affiliates a perpetual,
irrevocable, sub-licensable, exclusive licence, without royalty or charge other
than as set forth in Article VI, under any Valid Claim in the Territory for any
purpose in the Field, subject to Section 2.5.2(b) above, and AZ grants Array a
perpetual, irrevocable, sub-licensable exclusive licence without royalty or
charge under any Valid Claim in the Territory for any purpose outside the
Field.


 


8.2                                 Collaboration
Technology.


 


8.2.1                        Inventions.   Each Party shall promptly disclose to the
other any inventions made in connection with this Agreement.  Each Party shall keep the other informed as
to material developments with respect to the prosecution and maintenance of
Patents claiming Collaboration Technology, including without limitation, by
providing upon request copies of any substantive documents.


 


8.2.2                        Chemical
Inventions.


 


(a)                                  Notwithstanding
Section 8.2.3, all inventions and other intellectual property made by personnel
of Array or AZ in the course of and in connection with the Research Program,
the Process Program comprising compositions of matter but excluding inventions
relating to specific salts and polymorphs, shall be owned by Array (“Chemical
Intellectual Property” and in relation to Patents “Chemical Patents”).


 


(b)                                 Array
shall, during the term of this Agreement, be responsible for the filing,
prosecution and maintenance of the Chemical Patents at its sole discretion.


 


(c)                                  Array
shall use reasonable endeavours to prosecute the Chemical Patents so that there
will be claims [ * ], and other claims [ * ] which are of
interest to Array such as, for example, by the filing of divisional Patents.


 


(d)                                 AZ
shall have the right to give comments and recommendations as to the overall
strategy regarding the filing, prosecution and maintenance of the Chemical
Patents including any activity pursuant to Section 8.2.2(c); and before taking
any step in the filing, prosecution or maintenance of the Chemical Patents,
Array shall allow AZ to comment on the action proposed to be taken and Array
shall endeavour to take into account any comments and suggestions of AZ,
provided that any such advice by AZ is given without any warranty or guarantee
as to the results.  In addition to the
foregoing, (i) if AZ requests in good faith that Array expand the scope of the
claims of a Chemical Patent, Array shall claim


 


33

















 


such
additional subject matter so requested, and (ii) if Array intends to narrow the
scope of the claims of a Chemical Patent in a manner to which AZ in good faith
disagrees or objects, then AZ shall have the right to pursue claims to the
subject matter so excluded in accordance with Section 8.2.2(g) below.  At such time as AZ has made all of its Candidate
Drug selections, Array’s obligations under this Section 8.2.2 shall be limited
to those Chemical Patents containing a Valid Claim.


 


(e)                                  Array
shall for the purposes of this Section provide AZ with copies of all
substantive documents that Array receives from any patent office, including
notice of all interferences, reissues, re-examinations, oppositions or requests
for patent term extensions and any other documents which may be of importance
for any action(s) to be taken sufficiently in time prior to the deadline for,
or the intended date for, the action to be taken, whichever is the earlier, but
no later than sixty (60) days prior to such date, provided that such period is
available to Array.  AZ shall communicate
its comments on same on the earlier of:


 


(i)             thirty (30) days from
the date on which Array provided such information to AZ; and


 


(ii)          no less than thirty (30)
days before the deadline for, or the intended date for, the action to be taken,
provided that such period is available to AZ.


 


(f)                                    Should
any such comment as provided for under Section 8.2.2(d) refer to a matter which
AZ in its reasonable judgment considers to be of significant importance for the
maintenance of the protection which the Chemical Patents are intended to
provide for the Candidate Drugs and/or the Licensed Products, AZ and Array
shall discuss in good faith how to maintain such protection.


 


(g)                                 In
the event that Array should decide to permit any pending patent application or
any patent included in the Chemical Patents containing a Valid Claim to lapse
by any action, inaction or failure to take any action or to pay any fee when
due, Array shall promptly inform AZ of such decision, but no later than two
months prior to such action, inaction or failure to pay, provided that such
period is available to Array, so that AZ might, at AZ’s expense, seek such
patent protection or prevent any such lapse. 
In such event, Array shall promptly, at the request and expense of AZ,
execute and deliver any transfer or assignment or other relevant documents
necessary and make all such rightful oaths as will aid or permit AZ to take
such actions on its own behalf.  Upon
such transfer and assignment becoming effective AZ shall immediately assume the
responsibility for any costs connected therewith, and such patent application
or patent shall immediately be deemed AZ Patents.


 


However, upon
request by AZ in writing to Array, Array shall, for a period of three (3)
months from the date of such notice continue at AZ’s cost to be responsible for
seeking such patent protection or preventing any such lapse or failure to pay
as mentioned in this Section 8.2.2(g) and contemplated in AZ’s notice.


 


34

















 


Where Array wishes
to allow a patent application to lapse, and it is not possible for Array to
assign its rights to AZ, the patent or patent application will be maintained in
the existing name at the expense of AZ and with an exclusive licence to AZ.


 


(h)                                 Should
AZ reasonably require Array, [ * ] to seek additional patent
protection which AZ in its reasonable judgment considers to be of significant
importance for the maintenance of the protection which the Chemical Patents are
intended to provide for the Candidate Drugs and/or Licensed Products, by way of
patent registration, patent of importation or revalidation or otherwise, then
Array may do so.  Should Array notify AZ
in writing that it does not intend to do so, then AZ may do so in its own name
or in the name of Array, whichever AZ may elect.


 


(i)                                     The
Parties shall cooperate and shall take each other’s advice into reasonable
account in any issue regarding the gaining of patent term extension, including,
but not limited to, Supplementary Protection Certificates in the European
Economic Area, relating to the Chemical Patents which AZ in its reasonable
judgment considers to be of significant importance for the maintenance of the
protection which the Chemical Patents are intended to provide for the Candidate
Drugs and/or the Licensed Products.  In
the event the Parties are unable to agree concerning any decision in any
country as to what product or claim or otherwise to apply for such patent term
extension, then AZ’s opinion shall be decisive for the action to be taken by
Array.


 


(j)                                     Array
warrants that it shall not grant any Third Party any right under the Chemical
Patents or otherwise which might contravene or conflict with AZ’s rights under
Sections 8.2.2(b) through 8.2.2(i). 
Array further warrants that it shall not grant to any Third Party any
right under the Chemical Patents or otherwise which would mean or have as a
consequence that Array would not be entitled to prosecute the Chemical Patents
in a way which would otherwise contravene or conflict with AZ’s rights or
Array’s obligations under this Section.


 


(k)                                  Upon
selection of a Compound as a Candidate Drug pursuant to Section 2.5.2(a), any
Chemical Patent [ * ] shall be assigned such that it shall be jointly
owned by Array and AZ in equal undivided shares (“Joint Chemical Patents”).  Under any such assignment:


 


(i)             AZ rights only extend
to any Valid Claim and not to any other claims contained within any Joint
Chemical Patent; and


 


(ii)          Array has a perpetual,
irrevocable, sub-licensable exclusive licence without royalty or charge in the
Territory for any purpose inside or outside the Field under all the claims
contained within any Joint Chemical Patent, other than any Valid Claim


 


Neither Party can
encumber the rights of the other Party with respect to such Joint Chemical
Patents without the consent of the other Party except that Array grants AZ and
its Affiliates a perpetual, irrevocable, sub-licensable, exclusive licence,
without royalty or charge other than as set forth in Article 


 


35

















 


VI, under any Valid Claim contained in the Joint Chemical Patents in
the Territory for any purpose in the Field, subject to Section 2.5.2(b) above,
and AZ grants Array a perpetual, irrevocable, sub-licensable exclusive licence
without royalty or charge under any Valid Claim in the Territory for any
purpose outside the Field.


 


8.2.3                        Other
Inventions.   Subject to Section 8.2.2(a), all inventions
and other intellectual property made by personnel of Array or AZ in the course
of and in connection with the Research Program, the Process Program comprising
but not limited to biological assays and test methods, processes for making
compositions of matter or intermediates of such compositions of matter,
combinations of a composition of matter with other therapeutically active
agents, use of compositions of matter for therapeutic purposes, specific salts
and polymorphs and formulations of compositions of matter shall be jointly
owned by Array and AZ in equal undivided shares (“Joint Intellectual Property”
and in relation to Patents “Joint Patents”). 
Neither Party can encumber the rights of the other Party with respect to
such Joint Patents without the consent of the other Party except that Array
grants AZ and its Affiliates a perpetual, irrevocable, sub-licensable,
exclusive licence, without royalty or charge other than as set forth in Article
VI, in the Territory for any purpose in the Field, subject to Section 2.5.2(b)
above, and AZ grants Array a perpetual, irrevocable, sub-licensable exclusive
licence without royalty or charge in the Territory for any purpose outside the
Field.


 


8.2.4                        The
relevant countries within which patent applications shall be filed for the
Joint Patents and the Joint Chemical Patents shall be agreed by both Parties.


 


8.2.5                        The
filing, prosecution and maintenance of the Joint Patents and the Joint Chemical
Patents shall be carried out by patent counsel mutually acceptable to the
Parties.  In such connections, the
Parties agree to discuss in good faith and to use all reasonably diligent endeavours
to prepare and prosecute Joint Patent applications and Joint Chemical Patent
applications in a manner that ensures the optimum scope of protection for any
inventions specifically directed to such subject matter and, in particular, for
Compounds, Candidate Drugs and Licensed Products.  In the event that the Parties are unable to agree on the required
actions AZ shall have the final decision with respect to Joint Patents and to
Joint Chemical Patents.


 


8.2.6                        AZ and
Array shall, and shall cause their respective Affiliates, as applicable, to
assist and cooperate with one another in, [ * ], filing, prosecuting
and maintaining the Joint Patents and Joint Chemical Patents.  Notwithstanding the above, either Party may
decline to pay its share of the costs and expenses for filing, prosecuting and
maintaining any Joint Patent or Joint Chemical Patent in a particular country
or particular countries, in which case the declining Party shall assign, and
shall cause its Affiliates to assign, to the other Party all of their rights,
titles and interests in and to any such Joint Patent or Joint Chemical Patent
in the relevant country or countries whereupon such Joint Patent or Joint
Chemical Patent shall become an AZ Patent or an Array Patent in such country or
countries, as the case may be.


 


36

















 


8.2.7                        To the
extent that either Party is obtaining, prosecuting or maintaining a Joint
Patent or Joint Chemical Patent or otherwise exercising its rights under this
Article 8, neither Party nor any of their respective employees, agents or
representatives shall be liable to the other Party in respect of any act,
omission, default or neglect on the part of any such employee, agent or
representative in connection with such activities.


 


8.3                                 Enforcement
Rights.


 


8.3.1                        Defence
and Settlement of Third Party Claims. 
If a Third Party asserts that a Patent or other right owned by it is
infringed by the manufacture, use, sale, importation, research, development,
registration, manufacture, formulation, exportation, transportation,
distribution, promotion, marketing disposal of any Candidate Drug or Licensed
Product, AZ or its Affiliates shall have:


 


(a)                                  the
right to defend or settle such claim in its own name and/or in the name of
Array; together with


 


(b)                                 the
right to enforce and collect any judgment thereon;


 


(c)                                  subject
to Section 8.3.1(d), full control over the conduct of the litigation, including
settlement of it; provided that any settlement, consent judgment or other
disposition does not admit the invalidity or unenforceability of any Patent
within the Licensed Technology Controlled by Array, without the prior written
consent of Array.  If AZ or its
Affiliate elects to exercise the right to defend against an action, then Array
shall, at AZ ́s request and at AZ’s or its Affiliate’s expense for Array ́s costs
and expenses, assist in the prosecution of such action.  AZ shall bear its own internal and external
legal and other costs and expenses associated with the prosecution of the
action.


 


(d)                                 Array
may join the proceedings voluntarily, subject always to AZ’s right to decide
the conduct over such litigation.  Any
such joining of the proceedings shall be at Array’s cost and expense.


 


(e)                                  Array
shall have the right to independently retain legal counsel and consultants, at
its sole cost and expense, but such counsel or consultants shall not have the
right to affect AZ or its Affiliate’s sole management of the prosecution of the
action.


 


8.3.2                        Any
monetary recovery (whether by settlement or judgment) in connection with an
infringement action defended by AZ or its Affiliate shall be applied first to
reimburse AZ or its Affiliate for their out-of-pocket expenses (including
reasonable attorneys fees) incurred in prosecuting such action and the expenses
of Array borne by AZ hereunder.


 


37

















 


8.3.3                        Infringement
by Third Parties.


 


(a)                                  If
a Third Party shall, in the reasonable opinion of either Party, infringe any
Patent within the Licensed Technology controlled by Array or a Joint Patent or
Joint Chemical Patent, then the Party having such opinion shall promptly notify
the other Party.  Each Party shall
within five (5) working days or as soon as reasonably practicable thereafter
advise the other Party of receipt of any notice of:


 


(i)             any certification
filed under the U.S. “Drug Price Competition and Patent Term Restoration Act of
1984” (“ANDA Act”), claiming that any Array Patent or Joint Patent or Joint
Chemical Patent is invalid or claiming that the Array Patent or Joint Patent or
Joint Chemical Patent will not be infringed by the manufacture, use or sale of
a product for which an application under the ANDA Act is filed or;


 


(ii)          any equivalent or
similar certification or notice in any other jurisdiction.


 


(b)                                 If
any Patent within the Licensed Technology Controlled by Array or a Joint Patent
or Joint Chemical Patent is infringed by a Third Party in any country in
connection with the manufacture, use and sale of a product the same as or
substantially similar to a Licensed Product in the Field in such country, AZ
shall have the primary right, but not the obligation, to institute, prosecute,
and control any action or proceeding with respect to such infringement of such
Patent, by counsel of its own choice, and Array shall have the right, at its
own expense, to be represented in that action by counsel of its own
choice.  If AZ fails to bring an action
or proceeding within a period of one hundred twenty (120) days after a
request by Array to do so, Array shall have the right to bring and control any
such action by counsel of its own choice, and AZ shall have the right to be
represented in any such action by counsel of its own choice at its own expense.


 


(c)                                  If
one Party brings any such action or proceeding in accordance with this
Section 8.3.3, the second Party agrees to be joined as a party plaintiff
if necessary and to give the first Party reasonable assistance and authority to
file and prosecute the suit.  The costs
and expenses of the Party bringing suit under this Section shall be borne by
such Party, and any damages or other monetary awards recovered shall be shared
as follows: The amount of such recovery actually received by the Party
controlling such action shall first be applied to the out-of-pocket costs of
such action, and then (i) if AZ is the Party that brings such action or
proceeding, then 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 AZ, and the remaining portion of
such recovery shall be paid to AZ, or (ii) if Array is the Party that
brings such action or proceeding, then the remaining portion of such recovery
shall be retained by Array.  A
settlement or consent judgment or other voluntary final disposition of a suit
under this Section 8.3.3 may be entered into without the consent of the
Party not bringing the suit.  Neither
Party shall, however, have the right to enter into any settlement or consent to
any claim to the effect that the patent protection offered under any part of
the Array Patents, the Joint


 


38

















 


Patents,
the Joint Chemical Patents or the Chemical Patents would be materially
negatively affected, without the consent of the other Party, such consent not
to be unreasonably withheld.


 


(d)                                 For any other infringement actions relating
to Array Patents containing Valid Claims, Chemical Patents, Joint Patents or
Joint Chemical Patents falling outside
of the application of Section 8.3.3(a) or 8.3.3(b) Array shall have:


 


(i)             the right to defend
or settle such claim or commence an action for infringement against the Third
Party, whichever would be applicable, together with


 


(ii)          the right to enforce and
collect any judgment thereon;


 


(iii)       subject to Section 8.3.3(d)(v),
full control over the conduct of the litigation, including settlement of
it.  If Array elect to exercise the
right to commence an action, then AZ or its Affiliates shall, at Array ́s
request and at Array’s expense for AZ or its Affiliate’s costs and expenses,
assist in the prosecution of such action. 
Array shall bear its own internal and external legal and other costs and
expenses associated with the prosecution of the action;


 


(iv)      AZ or its Affiliates may
join the proceedings voluntarily, subject always to Array’s right to decide the
conduct over such litigation.  Any such
joining of the proceedings shall be at AZ’s or its Affiliates’ cost and
expense. AZ or its Affiliates shall have the right to independently retain
legal counsel and consultants, at its sole cost and expense, but such counsel
or consultants shall not have the right to affect Array’s sole management of
the prosecution of the action.


 


(v)         Array shall, however, not
have the right to enter into any settlement or consent to any claim to the
effect that the patent protection offered under any part of the Array Patents
or Chemical Patents or Joint Patents or Joint Chemical Patents covering the
Candidate Drugs and/or the Licensed Products would be materially negatively
affected, without the consent of AZ, such consent not to be unreasonably
withheld.


 


(e)                                  Should
Array not take appropriate and diligent action with respect to any infringement
by a Third Party as mentioned under Section 8.3.3(d) within one hundred and
twenty (120) days after receiving notice of any infringement or possible
infringement, or in the case of an ANDA any certificate filed under the ANDA
Act within thirty (30) days, then AZ or its Affiliates shall have the right,
but not the obligation, to take such action, at its own expense, in its own
name, and the right to enforce and collect any judgment thereon.


 


8.4                                 Rights
in Bankruptcy.  All rights and
licenses granted under or pursuant to this Agreement by Array or AZ are, and
shall otherwise be deemed to be, for purposes of Section 365(n) of the United
States Bankruptcy Code, licenses of rights to “intellectual property” as
defined under Section 101 of the United States Bankruptcy Code.  The Parties agree that the Parties, as
licensees of such rights


 


39

















 


under
this Agreement, shall retain and may fully exercise all of their rights and
elections under the United States Bankruptcy Code.  The Parties further agree that, in the event of the commencement
of a bankruptcy proceeding by or against a Party under the United States
Bankruptcy Code, the Party that is not a party to such proceeding shall be
entitled to a complete duplicate of (or complete access to, as appropriate) any
such intellectual property and all embodiments of such intellectual property
commensurate with the scope of the license thereunder, which, if not already in
the non subject Party’s possession, shall be promptly delivered to it (a) upon
any such commencement of a bankruptcy proceeding upon the non subject Party’s
written request therefor, unless the Party subject to such proceeding continues
to perform all of its obligations under this Agreement or (b) if not delivered
under clause (a) above, following the rejection of this Agreement by or on
behalf of the Party subject to such proceeding upon written request therefor by
the non subject Party.


 


ARTICLE IX -
CONFIDENTIALITY


 


9.1                                 Confidentiality;
Exceptions.  Except to the extent
expressly authorized by this Agreement or otherwise agreed in writing, the
Parties agree that the receiving Party shall keep confidential and shall not
publish or otherwise disclose or use for any purpose other than as provided for
in this Agreement any Information and other confidential and proprietary
information and materials furnished to it by the other Party pursuant to this
Agreement or any Information developed during the term of this Agreement
(collectively, “Confidential Information”), except to the extent that it can be
established by the receiving Party that such Confidential Information:


 


(i)             was in the lawful
knowledge and possession of the receiving Party or its Affiliates prior to the
time it was disclosed to, or learned by, the receiving Party, or was otherwise
developed independently by the receiving Party, as evidenced by written records
kept in the ordinary course of business, or other documentary proof of actual
use by the receiving Party;


 


(ii)          was generally available
to the public or otherwise part of the public domain at the time of its
disclosure to the receiving Party;


 


(iii)       became generally available
to the public or otherwise part of the public domain after its disclosure and
other than through any act or omission of the receiving Party in breach of this
Agreement; or


 


(iv)      was disclosed to the
receiving Party, other than under an obligation of confidentiality, by a Third
Party who had no obligation to the disclosing Party not to disclose such
information to others.


 


Specific aspects or details of Confidential
Information shall not be deemed to be within the public domain or in the
possession of the receiving Party merely because the Confidential Information
is embraced by more general information in the public domain or in the
possession of the receiving Party.


 


40

















 


Further, any combination
of Confidential Information shall not be considered in the public domain or in
the possession of the receiving Party merely because individual elements of
such Confidential Information are in the public domain or in the possession of
the receiving Party unless the combination and its principles are in the public
domain or in the possession of the receiving Party.


 


9.2                                 Authorized
Disclosure.  Except as expressly
provided otherwise in this Agreement, each Party may use and disclose Confidential
Information of the other Party as follows: 
(i) under appropriate confidentiality provisions substantially
equivalent to those in this Agreement, in connection with the exercise of
rights granted or reserved in this Agreement (including the rights to develop
and commercialize Candidate Drugs and/or Licensed Products and to grant
licenses and sublicenses hereunder), or (ii) to its Affiliates, or (iii)
to the extent such disclosure is reasonably necessary in filing or prosecuting
patent, copyright and trademark applications, prosecuting or defending
litigation, complying with applicable governmental regulations, obtaining
regulatory approval, conducting preclinical or clinical trials, marketing
Licensed Products, or otherwise required by law, provided, however, that if a
Party is required by law or regulation to make any such disclosure of the other
Party’s Confidential Information it will, except where impracticable for
necessary disclosures, for example in the event of medical emergency, give
reasonable advance notice to the other Party of such disclosure requirement
and, except to the extent inappropriate in the case of patent applications,
will use its reasonable efforts to secure confidential treatment of such
Confidential Information required to be disclosed or (iv) to the extent
mutually agreed to by the Parties.


 


9.3                                 Termination
of Prior Agreements.  This
Agreement supersedes the Confidentiality Agreement between the Parties (or
their Affiliates) dated [ * ] and the Materials Transfer Agreement
between the Parties dated [ * ], including all modifications in so
far as they relate to the Parties’ activities in the Field.  All information exchanged between the
Parties under those Agreements shall be deemed Confidential Information and
shall be subject to the terms of this Article IX.  All other provisions intended to survive
termination of those Agreements shall survive according to their terms.


 


9.4                                 Publications.  The publication strategy of the Parties with
respect to the Research Program during the Research Term shall be directed by
the JRC.  After the end of the Research
Term the publication strategy shall be directed by the Development
Committee.  Any publication relating to
the results of the Research Program or a Phase I or Phase II clinical trial of
a Candidate Drug or Licensed Product shall describe such Candidate Drug or
Licensed Product by Array compound number (e.g. ARRY-142866) as well as the
applicable AZ designation.    Each Party
shall submit or shall as far as reasonably possible procure that any Third
Party carrying out research activities shall submit any proposed publication
containing Confidential Information to the other Party at least [ * ]
in advance to allow that Party to review such planned public disclosure.  The reviewing Party will promptly review
such proposed publication and make any objections that it may have to the
publication of Confidential Information of the reviewing Party contained
therein.  Should the reviewing Party
make an objection to the publication of any such Confidential Information, then
the Parties shall discuss the advantages and disadvantages of publishing such
Confidential Information.  If the
Parties are unable to agree on whether


 


41

















 


to
publish the same, the Chief Executive Officer of Array and the VP and Global
Head of Oncology Research of AZ shall reasonably agree on the extent to which
the publication of such Confidential Information shall be made.


 


ARTICLE X -
REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION


 


10.1                           Representations
and Warranties.  Each of the Parties
hereby represents and warrants and covenants as follows:


 


(a)                                  This
Agreement is a legal and valid obligation binding upon such Party and
enforceable in accordance with its terms. 
The execution, delivery and performance of the Agreement by such Party
does not conflict with any agreement, instrument or understanding, oral or
written, to which it is a Party or by which it is bound, nor violate any law or
regulation of any court, governmental body or administrative or other agency
having jurisdiction over it.


 


(b)                                 Each
Party has not, and during the term of the Agreement will not, grant any right
to any Third Party relating to its respective technology in the Field which
conflicts with the rights granted to the other Party hereunder.


 


(c)                                  Each
Party owns or otherwise Controls all of the rights, title and interest in and
to its Patents and Know-How within the Licensed Technology and is entitled to
grant the licenses specified in this Agreement and during the term of this
Agreement shall not encumber or diminish the rights granted hereunder.


 


(d)                                 To
the best of the Parties’ and their Affiliates’ knowledge as of the Effective
Date, each Party’s Patents have been and are being diligently procured from the
respective patent offices in accordance with all applicable laws and
regulations.  Each Party’s Patents have
been and will continue to be filed and maintained properly and correctly and
all applicable fees have been paid on or before the due date for payment.


 


(e)                                  As
of the Effective Date, to the best of each Party’s and its Affiliates’
Knowledge, there is no actual infringement or threatened infringement of that
Party’s Patents or Know-How by any Person.


 


(f)                                    As
of the Effective Date, to the best of each Party’s and its Affiliates’
knowledge, [ * ].


 


(g)                                 As
of the Effective Date, to the best of each Party’s and its Affiliates’
knowledge, each Party’s Existing Technology Patents and Know-How existing as of
the Effective Date are subsisting and [ * ], in whole or in
part.  There are no claims, judgments or
settlements against or amounts with respect thereto owed by either Party or any
of its Affiliates relating to the Existing


 


42

















 


Technology
Patents or the Know-How Controlled by such Party at that date.  No claim or litigation has been brought or
threatened by any person alleging, and neither Party is aware of any possible
claim, whether or not asserted, that (a) the Existing Technology Patents or the
Know-How Controlled by such Party at that date are invalid or unenforceable or
(b) the Existing Technology Patents or the Know-How Controlled by such Party at
that date or the disclosing, copying, making, assigning, licensing or
exploiting of such Existing Technology Patents or Know-How, or products and
services embodying the Compounds, Candidate Drugs or Licensed Products
violates, infringes or otherwise conflicts or interferes with any intellectual
property or proprietary right of any Third Party.  For the purposes of this Section 10.1(g) “Existing Technology
Patents or Know-How” shall mean with respect to Array the Array Existing
Technology, the Array Patents and the Array Know-How and with respect to AZ the
AZ Existing Technology, the AZ Patents and the AZ Know-How.


 


(h)                                 In
respect of any pending United States patent applications included in the
Existing Patents, the owning Party has presented or will present, as
appropriate, all relevant prior art of which it and the inventors are aware to
the relevant patent examiner at the United States Patent and Trademark Office.


 


(i)                                     The
performance of any and all rights and obligations by a Party’s Affiliate(s)
shall be guaranteed by that Party.


 


10.2                           Array
hereby represents and warrants and covenants that as at the Effective Date it
is not aware of any prior art or failure to disclose prior art that might
result in the Array Patents being held invalid or unenforceable.


 


10.3                           Disclaimer.  Array and AZ specifically disclaim any
guarantee that the Research Program or Process Program will be successful, in
whole or in part.  The failure of the
Parties to successfully develop Candidate Drugs or Licensed Products will not
constitute a breach of any representation or warranty or other obligation under
this Agreement.  EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS AGREEMENT, ARRAY AND AZ MAKE NO REPRESENTATIONS AND
EXTEND NO WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH
RESPECT TO THE ARRAY EXISTING TECHNOLOGY, AZ EXISTING TECHNOLOGY, COLLABORATION
TECHNOLOGY, COMPOUNDS, CANDIDATE DRUGS, INFORMATION DISCLOSED HEREUNDER OR
LICENSED PRODUCTS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ANY TECHNOLOGY LICENSED
HEREUNDER, PATENTED OR UNPATENTED, OR NONINFRINGEMENT OF THE INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES.


 


10.4                           Indemnification.


 


10.4.1                  Indemnification
by AZ.  In addition to any other
remedy available to Array AZ hereby agrees to indemnify, defend and hold Array
and its agents, directors, employees and Affiliates


 


43

















 


harmless
from and against any and all suits, claims, actions, demands, liabilities,
expenses and/or loss, including reasonable legal expense and attorney’s fees
(“Losses”) resulting directly from a breach of Section 10.1 or the development,
manufacture, use, handling, storage, sale or other disposition of Candidate
Drugs or Licensed Products but expressly excluding Abandoned Products, by AZ,
its Affiliates, agents or Sublicensees, except to the extent that such Losses
arise due to the negligence, fraud, misconduct or wrongful act of Array.


 


10.4.2                  Indemnification
by Array.  In addition to any other
remedy available to AZ Array hereby agrees to indemnify, defend and hold AZ and
its agents, directors, employees and Affiliates harmless from and against any
and all Losses resulting directly from a breach of Section 10.1 or the
development, manufacture, use, handling, storage, sale or other disposition of
Abandoned Products or Compounds but expressly excluding Candidate Drugs or
Licensed Products, by Array, its Affiliates, agents or Sublicensees except to
the extent that such Losses arise due to the negligence, fraud, misconduct or
wrongful act of AZ.


 


10.4.3                  Procedure.  In the event a Party is seeking
indemnification (the “Indemnified Party”) under Sections 10.4.1 or 10.4.2,
it shall inform the other Party (the “Indemnifying Party”) in writing of any
Losses in respect of which the Indemnified Party intends to claim such
indemnification and the Indemnifying Party shall be entitled, but not
obligated, to assume the defence of any Third Party claim thereof with counsel
selected by it.  The Indemnified Party,
including its Affiliates, directors, officers and employees, shall co-operate
fully, at the Indemnifying Party’s expense, with the Indemnifying Party and its
legal representatives in the investigation and defence of any Third Party claim
covered by this indemnification.  The
indemnification shall not apply to amounts paid in settlement of any third
party claim if such settlement is effected without the consent of the
Indemnifying Party.


 


10.3.4                   Limitation
of Liability EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT BY A PARTY OR ITS AFFILIATES, OR WITH RESPECT TO THIRD PARTY CLAIMS,
NO PARTY OR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, MILESTONES OR
ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR
OTHERWISE, ARISING OUT OF (a) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY
LICENSED PRODUCT, CANDIDATE DRUG OR COMPOUND DEVELOPED, MANUFACTURED OR
MARKETED HEREUNDER, OR (b) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE
PROVISIONS OF THIS AGREEMENT.


 


ARTICLE XI - TERM AND
TERMINATION


 


11.1                           Term.  Unless earlier terminated, the Agreement
will continue in full force and effect, on a product-by-product and
country-by-country basis until the date no further payments are due under
Article VI above.


 


44

















 


11.2                           Termination
For Breach.  Either Party may
terminate this Agreement in the event the other Party shall have materially
breached or defaulted in the performance of any of its material obligations
hereunder, and such default shall have continued for [ * ] after
written notice thereof was provided to the breaching Party by the non-breaching
Party provided always that the termination shall not become effective if the
breaching Party cures the breach complained about during the [ * ]
period (or, if such default cannot be cured within such [ * ] period,
if the breaching Party commences actions to cure such default within the notice
period and thereafter diligently continues such actions).


 


11.3                           Termination
Upon Notice.


 


11.3.1                  AZ’s Notice.  AZ may terminate this Agreement upon
[ * ] written notice to Array, provided that such notice is given
after the end of the Research Term.


 


11.3.2                  Candidate
Drug-by-Candidate Drug or Licensed Product-by-Licensed Product.  If AZ determines, in its sole discretion,
that it is not feasible for AZ to pursue the development, launch or sale of a
particular Candidate Drug or Licensed Product in the Territory because
[ * ] or due to [ * ], then AZ shall, within
[ * ] after such determination is made, notify the Development
Committee that it does not intend to continue development or commercialization
activities with respect to such Candidate Drug or Licensed Product.  If AZ notifies the Development Committee
that it does not intend to continue development and/or commercialization
activities with respect to a Candidate Drug or Licensed Product, termination of
its development and/or commercialization activities with respect to that
Candidate Drug or Licensed Product shall be effective:


 


(a)                                  [ * ]
after the date of such notice for a Candidate Drug or Licensed Product which is
not being sold in the Territory as at the date of notice, or such shorter
period as the Parties may agree; or


 


(b)                                 [ * ]
after the date of such notice for a Licensed Product which is being sold in the
Territory as at the date of notice, or such shorter period as the Parties may
agree.


 


In the event AZ decides to terminate development
and/or commercialization activities with respect to such Candidate Drug or
Licensed Product, such Candidate Drug or Licensed Product shall thereafter be
deemed an “Abandoned Product”; provided, however, if the Research Term has
ended and as a result of such termination, AZ is not actively performing or
planning to perform GLP toxicology studies, or human clinical trials, with
respect to any Candidate Drug or Licensed Product, and AZ has notified Array
that it does not wish to select any other Candidate Drugs in accordance with
Section 2.5.2 or it has no further right to select Candidate Drugs in
accordance with Section 2.5.2, and there is no Candidate Drug or Licensed
Product being sold in any country within the Territory, then the termination of
such Candidate Drug or Licensed Product shall be deemed a termination of this
Agreement in its entirety under Section 11.3.1 above.


 


45

















 


For the avoidance of doubt, provided that AZ is
diligently developing and/or commercializing ARRY-142886 or such other
Candidate Drug or Licensed Product as may have been selected in its place, AZ
shall be under no obligation to concurrently develop and/or commercialize any
other Candidate Drug or Licensed Product. 
Such undeveloped or un-commercialized Candidate Drug or Licensed Product
shall not be deemed an Abandoned Product until AZ has provided formal notice
that it intends to terminate development and/or commercialization activities
with respect to such Candidate Drug in accordance with this Section 11.3.2.


 


11.3.3                  For each
Abandoned Product for which rights revert to Array under this Section 11.3,
AZ shall, at Array’s request and cost, take all steps reasonably necessary to
enable Array to develop and commercialize the subject Abandoned Product in the
Territory, including transferring to Array any MAA or Marketing Approval for such
Abandoned Product or other commercially reasonable arrangements as the Parties
may agree.


 


11.3.4                  Array Notice.  If at any time after the Research Term Array
has reasonable grounds to consider that the conditions in Section 11.3.2
above are met (i.e. regardless of whether AZ has formally terminated a
particular Licensed Product or Candidate Drug under Section 11.3.2), Array
shall notify AZ of such grounds in writing. 
If AZ fails to remedy such grounds within [ * ] after receipt
of written notice Array shall have the right to terminate this Agreement with
respect to that particular Licensed Product or Candidate Drug only upon
[ * ] written notice to AZ. 
Any dispute under this Section 11.3.4 shall be subject to resolution
under Section 12.2.


 


11.4                           Termination
on Bankruptcy.  Either Party may
terminate this Agreement if, at any time, the other Party shall file in any
court or agency pursuant to any statute or regulation of any state or country,
a petition in bankruptcy or insolvency or for reorganization or for an
arrangement or for the appointment of a receiver or trustee of the Party or of
substantially all of its assets, or if the other Party proposes a written
agreement of composition or extension of substantially all of its debts, or if
the other Party shall be served with an involuntary petition against it, filed
in any insolvency proceeding, and such petition shall not be dismissed within
sixty (60) days after the filing thereof, or if the other Party shall propose
or be a party to any dissolution or liquidation, unless in connection with such
dissolution or liquidation this Agreement is assigned under Section 12.4,
or if the other Party shall make an assignment of substantially all of its
assets for the benefit of creditors.


 


11.5                           Certain
Payment Terms.


 


11.5.1                  Wind-Down
Payments.  In the event of a
termination of this Agreement under Section 11.2 by reason of breach by AZ
or under Section 11.3, AZ shall meet its own costs of winding down any clinical
trials and shall pay to Array an amount of compensation, calculated with
reference to: (i) the amount [ * ], if any, over the
[ * ] period after the notice of termination under Section 11.3,
or over the [ * ] period after the effective date of termination
under Section 11.2 (in each case the “Termination Period”) related to
matters under the Research Program; (ii) [ * ] in accordance
with


 


46

















 


Section
3.5; (iii) any non-cancelable commitments incurred by Array hereunder, to
the extent such commitments pertained to activities that have been approved by
the JRC or Development Committee (excluding any such commitments to the extent
reimbursed in clauses (i) or (ii) above). 
AZ shall make the payments to Array under (i), (ii) and (iii) above
[ * ] after the notice of termination is given hereunder and upon
receipt of a valid invoice from Array, and upon such payment, AZ shall have no
further obligation under Section 6.2 above.  In the event there are less than [ * ] remaining under
the Research Plan and/or Process Plan in effect on the date the notice of
termination is given, such Research Plan and/or Process Plan shall be deemed
extended for the remaining months of the Termination Period at the same average
monthly amounts as were in effect for the last Research Plan and/or Process
Plan approved by the JRC.    The Parties
shall negotiate in good faith whether to transfer to Array or wind-down the
conduct of any ongoing clinical trials. 
For purposes of this Section 11.5.1, a clinical trial shall be
deemed to be an “ongoing clinical trial” if the first patient has been dosed in
such clinical trial but such clinical trial was not completed as of the
beginning of the Termination Period.


 


11.5.2                  [ * ]
Payments.  If (i) a termination
notice is properly given by AZ pursuant to Section 11.3.1 or 11.3.2, or
(ii) a termination has occurred pursuant to Section 11.2 by reason of
a breach by Array or pursuant to Section 11.3.4, then AZ [ * ] if the
[ * ] or [ * ] occurs after such notice or termination.


 


11.6                           Effect
of Termination.


 


11.6.1                  Accrued
Rights, Surviving Obligations. 
Termination, relinquishment or expiration of the Agreement for any
reason shall be without prejudice to any obligations which shall have accrued
prior to such termination, relinquishment or expiration, including, without
limitation, the payment obligations under Article VI hereof and any and
all damages arising from any breach hereunder.


 


11.6.2                  Survival.  Articles [ * ] shall survive the
expiration and any termination of this Agreement; and [ * ] shall
survive the expiration but not an earlier termination (except as provided
below) of this Agreement.


 


11.6.3                  In addition to
Section 11.6.2, the following provisions shall survive termination of this
Agreement in the events set forth below:


 


(a)                                  Certain
Terminations.  In the event of a
termination of this Agreement by AZ pursuant to Section 11.3.1, or
termination by Array pursuant to Section 11.2: (i) all Licensed
Products and Candidate Drugs then being developed or commercialized by AZ shall
be deemed Abandoned Products and (ii) Section 5.3.1 shall survive,
and in addition with respect to Licensed Products being sold in the Territory
only, Array shall have an irrevocable, exclusive, worldwide license, with the
right to grant and authorize sublicenses, under any trademarks owned by AZ and
used specifically by AZ to identify the Licensed Products (excluding the
AstraZeneca trade name and trade dress) to make, use, sell, import and
otherwise exploit the corresponding Abandoned Products.  From and after the date of a notice


 


47

















 


of
termination in the events described in this Section 11.6.3(a), neither
Party shall have any further obligations under this Agreement beyond those
obligations that survive termination in such events as specified in this
Section 11.6.3.


 


(b)                                 Breach
by Array.  In the event of a
termination of this Agreement by AZ pursuant to Section 11.2:


 


(i)             Array’s obligations
under Article VIII and Section 4.2 above shall continue indefinitely and
Array’s obligations under Section 4.1 above shall continue for the Exclusivity
Period as if the Agreement had not been terminated.  In addition, Sections [ * ] shall survive; and


 


(ii)          If such termination
occurs prior to the end of the Research Term, AZ shall also have the option to
continue the Research and/or the Process Programs with AZ personnel or the
personnel of its Affiliates or subcontractors until the earlier of (i) the end
of the then-current Research Term plus a period of [ * ], or (ii)
selection by AZ of [ * ] Candidate Drugs in addition to
ARRY-142886.  In the event AZ exercises
such option, AZ shall amend the Research Plan to reflect such transfer and the
activities to be conducted by AZ thereafter, and Array shall cooperate fully
with AZ to provide AZ with all such Collaboration Technology and Array Existing
Technology and existing material as is necessary for AZ to identify and select
Candidate Drugs.  In addition, AZ’s
obligation to meet any future FTE payments under Section 6.2.1 shall terminate
and AZ shall reimburse Array’s reasonable out-of-pocket costs for such
cooperation and provision of technology and material.  In addition, during the term set forth in this Section
11.6.3(b)(ii), Array shall develop for use outside the Field only those
Compounds (y) that Array has demonstrated do not meet the Candidate Drug
Target Profile, and (z) that were determined to meet the Candidate Drug
Target Profile in the course of the Research Program prior to the termination,
but that were rejected as Candidate Drugs pursuant to Section 2.5.2(a)(ii)
above.  AZ shall inform Array promptly
after it has selected [ * ] Candidate Drugs in addition to
ARRY-142886.  In addition, licences
granted to AZ under Section 5.1 shall survive termination for the duration of
the Research Term plus a period of [ * ] thereafter.  From and after the date of a notice of
termination in the events described in this Section 11.6.3(b), AZ shall
have no further obligations under this Agreement (including any AZ payment
obligations pursuant to Sections 6.2, 6.3 and 6.4) beyond those obligations
that survive termination in such events as specified in this
Section 11.6.3(b).


 


11.7                           Termination
Not Sole Remedy.  Termination is not
the sole remedy under this Agreement and, whether or not termination is effected,
all other remedies will remain available except as agreed to otherwise herein.


 


48

















 


ARTICLE XII -
MISCELLANEOUS


 


12.1                           Publicity.


 


12.1.1                  Financial
Terms.  Each of the Parties hereto
agrees not to disclose to any Third Party the financial terms of this
Agreement without the prior written consent of the other Party hereto, except
to advisors, investors and others on a need-to-know basis and subject always to
Article IX, or to the extent required by law. 
Notwithstanding the foregoing, the Parties shall agree upon a press
release to announce the execution of this Agreement and the achievement of a
milestone together with a corresponding Question & Answer outline for use
in responding to inquiries about the Agreement; thereafter, AZ and Array may
each disclose to Third Parties the information contained in such press release
and Question & Answer outline without the need for further approval by the
other.


 


12.1.2                  Development
Progress.  In addition, each Party may
not, without the prior written consent of the other Party disclose publicly any
information, including information disclosed to it by the other Party, which
pertains to the development and regulatory progress of any Licensed Product.  Such disclosure may include, without
limitation, the achievement of a Development Milestone for a Licensed Product
and any payments received in respect of such Development Milestone, as well as
periodic updates regarding the status of the development and/or regulatory affairs
pertaining to such Licensed Product.


 


12.2                           Short-Form
Arbitration.  If the Parties do not
agree upon (i) a matter to be decided by the JRC, for which AZ does not
have the right to cast a deciding vote, or (ii) a dispute under
Section 4.4 or 6.15 or 11.3.4 or 12.8 , then such matters in issue shall
be determined by binding arbitration conducted pursuant to this
Section 12.2 by one (1) arbitrator. 
In such arbitration, the arbitrator shall be an independent expert
(including in the area of the dispute) in the pharmaceutical industry mutually
acceptable to the Parties.  If the
Parties are unable to agree on an arbitrator, the arbitrator shall be an
independent expert as described in the preceding sentence selected by the chief
executive of the Denver office of the American Arbitration Association.  Each Party shall prepare a written report
setting forth its position with respect to the substance of the dispute.  The arbitrator shall select one of the
Party’s positions as his decision, and shall not have authority to render any
substantive decision other than to so select the position of either AZ or
Array.  The costs of such arbitration
shall be shared equally by the Parties, and each Party shall bear its own
expenses in connection with such arbitration. 
Any such arbitration shall be commenced within thirty (30) days
following a request by either Party for such arbitration.


 


12.3                           Jurisdiction
and Governing Law.  Subject to
Section 12.2, this Agreement and any dispute arising from the performance or
breach hereof shall be governed by and construed and enforced in accordance
with the laws of the State of New York, U.S.A. without reference to conflicts
of laws principles and the Parties hereby submit to the exclusive jurisdiction
of the courts of the State of New York.


 


49

















 


12.4                           Assignment.


 


12.4.1                  General.  This Agreement shall not be assignable by
either Party to any Third Party hereto without the written consent of the other
Party hereto; except either Party may assign this Agreement, without such
consent, to an Affiliate or to an entity that acquires all or substantially all
of the business or assets of such Party to which this Agreement pertains
(whether by merger, reorganization, acquisition, sale or otherwise), and agrees
in writing to be bound by the terms and conditions of this Agreement.  It is understood that the provisions of
Sections 12.4.2 and 12.4.3 shall apply in the event of assignment of this
Agreement under the circumstances described therein.  Notwithstanding the foregoing, if any permitted assignment to an
Affiliate of AZ would result in additional withholding taxes becoming due on
payments to Array under this Agreement, then the Parties shall negotiate in
good faith terms and conditions under which such assignment would occur.  No assignment and transfer shall be valid
and effective unless and until the assignee/transferee shall agree in writing
to be bound by the provisions of this Agreement.  The terms and conditions shall be binding on and inure to the
benefit of the permitted successors and assigns of the Parties.


 


12.4.2                  Certain
Additional Matters on Change of Control of AZ.  In the event (i) AZ assigns this Agreement to an entity that
acquires all or substantially all of the business or assets of AZ, or
(ii) AZ merges or consolidates or enters into a similar transaction with
an entity in which such entity becomes an Affiliate of AZ (each such event, a
“Subject Transaction”), and, as a result of the Subject Transaction, AZ (or its
successor) is thereafter required to [ * ] one or more Licensed
Products to a Third Party, AZ (or its successor) shall so notify Array and
[ * ].  Array shall confirm in
writing to AZ whether or not it wishes to [ * ] within
[ * ]of notification [ * ] by AZ.


 


12.4.3                  Certain
Additional Matters on Change of Control of Array.  In the event (i) Array assigns this Agreement to an entity
that acquires all or substantially all of the business or assets of Array, and
such entity is a [ * ], or (ii) Array merges or consolidates or
enters into a similar transaction with such a [ * ] entity in which
such entity becomes an Affiliate of Array (each such event, a “Change of
Control”), then the following shall apply:


 


(a)                                  Subject
to Section 11.6.1 and 11.6.2, AZ may terminate this Agreement, upon
[ * ] notice, provided that AZ so terminates within [ * ]
after the occurrence of or AZ’s receipt of notice of such Change of Control,
whichever is later.  Array shall provide
notice to AZ within [ * ] after the event of any Change of Control.


 


(b)                                 If
AZ does not terminate this Agreement upon a Change of Control of Array, then
Sections 3.2, 4.1 and AZ’s obligations under Section 2.4 shall
terminate and one of the following shall apply:


 


(i)             If the Change of
Control occurs prior to the end of the Research Term, AZ shall have the option
to continue the Research Program and/or the Process Program with AZ personnel
or the personnel of its Affiliates or subcontractors until the earlier of (i)
the end of the then-current Research Term plus a period of [ * ], or
(ii) selection by AZ of [ * ] Candidate Drugs in addition


 


50

















 


to
ARRY-142886.  In the event AZ exercises
such option, AZ shall amend the Research Plan to reflect such transfer and the
activities to be conducted by AZ thereafter, and Array shall cooperate fully
with AZ to provide AZ with all such Collaboration Technology and Array Existing
Technology and existing material as is necessary for AZ to identify and select
Candidate Drugs.    In addition, AZ’s
obligation to [ * ] for Candidate Drugs selected after the Change of
Control shall terminate as shall its obligations to meet any future FTE
payments under Section 6.2.1, and AZ shall reimburse Array’s reasonable
out-of-pocket costs for such cooperation and provision of technology and
material.  In addition, during the term
set forth in this Section 12.4.3(b)(i), Array shall develop for use outside the
Field only those Compounds (y) that Array has demonstrated do not meet the
Candidate Drug Target Profile, and (z) that were determined to meet the
Candidate Drug Target Profile in the course of the Research Program prior to
the Change of Control, but that were rejected pursuant to
Section 2.5.2(a)(ii) above.  AZ
shall inform Array promptly after it has selected [ * ] Candidate
Drugs in addition to ARRY-142886.


 


(ii)          If the Change of Control
occurs prior to the end of the Research Term, AZ may continue the Research
Program and/or the Process Program with Array as if the Change of Control had
not occurred and this Agreement shall continue to be binding upon the Parties.


 


Upon request by AZ, the Parties will each use their
respective commercially reasonable diligent efforts to put procedures into
place to protect the secrecy of AZ or Array Confidential Information disclosed
under any of Section 2.2, 2.3, 2.4, 3.2 or 3.4 above, including, without
limitation, requiring each Party’s representatives on the JRC, Development
Committee and any employees performing research or process development in
connection with this Agreement to sign individual confidentiality agreements
agreeing to comply with the confidentiality provisions of this Agreement.


 


12.5                           Notices.  All notices, requests and communications
hereunder shall be in writing and shall be personally delivered or sent by
facsimile transmission (confirmed by prepaid registered or certified mail,
return receipt requested or by international express delivery service) (e.g.
Federal Express), mailed by registered or certified mail (return receipt
requested), postage prepaid, or sent by international express courier service,
and shall be deemed to have been properly served to the addressee upon receipt
of such written communication, to the following addresses of the Parties, or
such other address as may be specified in writing to the other Party hereto:


 


	
  If to Array,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  addressed to:

  	
   

  	
  Array BioPharma Inc.

  
	
   

  	
   

  	
  3200 Walnut Street

  
	
   

  	
   

  	
  Boulder, Colorado 80301

  
	
   

  	
   

  	
  Attention: Chief
  Operating Officer

  
	
   

  	
   

  	
  Telephone: (303)
  381-6699

  
	
   

  	
   

  	
  Telecopy: (303)
  381-6697

  
				



 


51

















 


	
   

  	
  With copy to:

  	
   

  	
  Array BioPharma Inc.

  
	
   

  	
   

  	
  3200 Walnut Street

  
	
   

  	
   

  	
  Boulder, Colorado 80301

  
	
   

  	
   

  	
  Attention: General
  Counsel

  
	
   

  	
   

  	
  Telephone: (303)
  381-6679

  
	
   

  	
   

  	
  Telecopy: (303)
  386-1290

  
	
   

  	
   

  	
   

  
	
  If to AZ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  addressed to:

  	
   

  	
  AstraZeneca UK Limited

  
	
   

  	
   

  	
   

  	
  Mereside

  
	
   

  	
   

  	
   

  	
  Alderley Park

  
	
   

  	
   

  	
   

  	
  Macclesfield SK10 4TG

  
	
   

  	
   

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attention: Director of
  Discovery Alliances, Cancer and Infection

  
	
   

  	
   

  	
   

  	
  Telephone: (44) 1625
  513238

  
	
   

  	
   

  	
   

  	
  Fax: (44) 1625 513910

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  	
  Assistant General Counsel

  
	
   

  	
   

  	
   

  	
  AstraZeneca UK Limited

  
	
   

  	
   

  	
   

  	
  Alderley House

  
	
   

  	
   

  	
   

  	
  Alderley Park

  
	
   

  	
   

  	
   

  	
  Macclesfield SK10 4TF

  
	
   

  	
   

  	
   

  	
  England

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Telephone: (44) 1625
  512379

  
	
   

  	
   

  	
   

  	
  Fax: (44) 1625 585618

  
					



 


12.6                           Waiver.  Neither Party may waive or release any of
its rights or interests in this Agreement except in writing.  The failure of either Party to assert a
right hereunder or to insist upon compliance with any term or condition of this
Agreement shall not constitute a waiver of that right or excuse a similar
subsequent failure to perform any such term or condition.  No waiver by either Party of any condition
or term in any one or more instances shall be construed as a continuing waiver
of such condition or term or of another condition or term.


 


12.7                           Severability.  If any provision hereof should be held
invalid, illegal or unenforceable in any jurisdiction, the Parties shall
negotiate in good faith a valid, legal and enforceable substitute provision
that most nearly reflects the original intent of the Parties and all other
provisions hereof shall remain in full force and effect in such jurisdiction
and shall be liberally construed in order to carry out the intentions of the
Parties hereto as nearly as may be possible. 
Such invalidity, illegality or


 


52

















 


unenforceability
shall not affect the validity, legality or enforceability of such provision in
any other jurisdiction.


 


12.8                           Force
Majeure.  In this Agreement, “Force Majeure” means an event which is
beyond a non-performing Party’s reasonable control, including an act of God,
act of the other Party, strike, lock-out or other industrial/labour disputes
(whether involving the workforce of the Party so prevented or of any Third
Party), war, riot, civil commotion, terrorist act, malicious damage, epidemic,
quarantine, fire, flood, storm, natural disaster or compliance with any law or
governmental order, rule, regulation or direction (including changes in the
requirements of the Health Authorities), whether or not it is later held to be
invalid.


 


The non-performing party
(the “Force Majeure Party”) shall, within thirty (30) days of the occurrence of a Force Majeure event, give
notice in writing to the other Party specifying the nature and extent of the
event of Force Majeure, its anticipated duration and any action being taken to
avoid or minimize its effect.  Subject
to providing such notice the Force Majeure Party shall not be liable for delay
in performance or for non-performance of those obligations under this Agreement
affected by the event of Force Majeure, in whole or in part, nor shall the
other Party have the right to terminate this Agreement, except as otherwise
provided in this Agreement, where non-performance or delay in performance has
resulted from an event of Force Majeure. 
The suspension of performance allowed hereunder shall be of no greater
scope and no longer duration than is reasonably required.


 


The Force Majeure Party shall use reasonable
endeavours, without being obligated to incur any expenditure or cost, to (a)
bring the Force Majeure event to a close or (b) find a solution by which the
Agreement may be performed despite the continuation of the event of Force
Majeure.


 


12.9                           Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


12.10                     Entire
Agreement.  This Agreement set forth
all the covenants, promises, agreements, warranties, representations,
conditions and understandings between the Parties hereto and supersedes and
terminates all prior agreements and understanding between the Parties.  There are no covenants, promises,
agreements, warranties, representations, conditions or understandings, either
oral or written, between the Parties other than as set forth herein.  No subsequent alteration, amendment, change
or addition to this Agreement shall be binding upon the Parties hereto unless
reduced to writing and signed by the respective authorized officers of the
Parties.


 


12.11                     Independent
Contractors.  Nothing herein shall
be construed to create any relationship of employer and employee, agent and
principal, partnership or joint venture between the Parties.  Each Party is an independent
contractor.  Neither Party shall assume,
either directly or indirectly, any liability of or for the other Party.  Neither Party shall have the authority to
bind or obligate the other Party and neither Party shall represent that it has
such authority.


 


53

















 


12.12                     Non-Importation.  For the avoidance of doubt, the Parties
agree that none of the milestones or royalties payable are related directly to
the import of Candidate Drugs or other goods supplied by either Party pursuant
to this Agreement.


 


12.13                     Patent
Marking.  To the greatest extent
practicable but in any case for each Licensed Product sold in the United
States, AZ agrees to mark and have its Affiliates and Sublicensees mark all
Licensed Products sold pursuant to this Agreement in accordance with the
applicable statute or regulations relating to patent marking in the country or
countries of manufacture and sale thereof.


 


12.14                     Headings.  Headings used herein are for convenience
only and shall not in any way affect the construction of or be taken into
consideration in interpreting this Agreement.


 


IN WITNESS WHEREOF, the Parties have
executed this Agreement in duplicate originals by their duly authorized
representatives as of the date and year first above written.


 


 


	
  Array BioPharma Inc.

  	
   

  	
  AstraZeneca AB

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Robert E. Conway

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
											



 


[ * ] = Certain confidential information contained
in this document, marked by brackets, has been omitted and filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.


 


54

















 


EXHIBIT 1.5


 


Array Patents


 




	
  APPLICATION OR

  PATENT NUMBER

  	
   

  	
  TITLE/INVENTORS

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  Heterocyclic Inhibitors
  of MEK and Methods of Use Thereof

  Hurley et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  MEK Inhibitors

  Wallace

  
	
  PCT

  US03/07864

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  PCT

  US03/07565

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  






 


55

















 




	
  APPLICATION OR

  PATENT NUMBER

  	
   

  	
  TITLE/INVENTORS

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  
	
  [ * ]

  	
   

  	
  N3 Alkylated
  Bendimidazole Derivatives as MEK Inhibitors

  Wallace et al.

  






 


56

















 


EXHIBIT 1.12


 


Candidate Drug Target Profile (CDTP)
Criteria


 


	
   

  	
   

  	
  CDTP Criteria

  
	
  Enzyme
  IC50

  	
   

  	
  [ * ]

  
	
  Cell
  IC50 – [ * ]

  	
   

  	
  [ * ]

  
	
  Cell
  IC50 – [ * ]

  	
   

  	
  [ * ]

  
	
  Selectivity

  	
   

  	
  [ * ]

  
	
  MW

  	
   

  	
  [ * ]

  
	
  Log
  D

  	
   

  	
  [ * ]

  
	
  Solubility

  	
   

  	
  [ * ]

  
	
  IP
  Position

  	
   

  	
  [ * ]

  
	
  Synthetic
  Route

  	
   

  	
  [ * ]

  
	
  Bioavailability

  	
   

  	
  [ * ]

  
	
  [ * ]

  	
   

  	
  [ * ]

  
	
  [ * ]

  	
   

  	
  [ * ]

  
	
  [ * ]

  	
   

  	
  [ * ]

  
	
  [ * ]

  	
   

  	
  [ * ]

  
	
  In Vivo CL

  	
   

  	
  [ * ]

  
	
  Hepatocyte
  Clint

  	
   

  	
  [ * ]

  
	
  P450
  inhibition

  	
   

  	
  [ * ]

  
	
  Pharmacology

  	
   

  	
  [ * ]

  
	
  Efficacy

  	
   

  	
  [ * ]

  
	
  Adverse
  Effects

  	
   

  	
  [ * ]

  
	
  Biopharmaceutics

  	
   

  	
  [ * ]

  
	
  Safety

  	
   

  	
  [ * ]

  



 


57

















 


EXHIBIT 2.3


 


Initial Research
Plan


 


[ * ]


 


	
  Discipline

  	
   

  	
  FTE’s

  	
   

  	
  Location

  
	
  Chemistry

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  Biology In vitro
  enzyme/cell/selectivity In vivo PK-PD

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  Crystallography/molecular
  modelling

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  Protein Supply

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  PAR&D

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  Solubility/Absorption
  and Drug Metabolism in vitro

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  Xenograft studies

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  Process Chemistry

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  Toxicology

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  
	
  Total

  	
   

  	
  [ * ]

  	
   

  	
   

  



 


[ * ] FTE’s will be required for synthesis
and progression of compounds within the project to the point when
[ * ] will be required. These should be located within Array although
AstraZeneca may contribute.  Research
Support Laboratory back-up will initially be required to [ * ] but as
the project develops there will be an increased need for [ * ]. These
resources would be provided at Array but there is a case when AstraZeneca may
need to be involved.


 


[ * ] is best placed within Array but could
be located within the [ * ] in AstraZeneca.   FTE’s to support [ * ] could either be located at
Array or AstraZeneca. While AstraZeneca runs these many of these [ * ]
routinely, these again may be best placed within Array.


 


[ * ] could be located within Array but
since Astrazeneca has such facilities it provides an alternative option.  [ * ] are probably best supported
from within AstraZeneca as are [ * ] on [ * ] compounds.


 


58

















 


Funding of Array FTEs is described in section
2.6.  Array and AstraZeneca will ensure
appropriate respective allocation of resources between Year One and Year Two in
line with the agreed FTE funding and research programme requirements.


 


59

















 


EXHIBIT 3.1.2


 


Phase
I Clinical Trial Activities


 


 


[ * ]


 


•Part A  [ * ]:


 


•                                                  [ * ]


 


•Part B [ * ]


 


[ * ]


 


60

















 


EXHIBIT
3.3


 


Phase I Success
Criteria


 


	
  Attribute

  	
   

  	
  Criteria

  
	
  [ * ] Go/No Go
  Decision

  	
   

  	
  No
  Go:  

  
	
   

  	
   

  	
  •    [ * ]; and/or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •    [ * ]; and/or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      [ * ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [ * ] Go/No Go
  Decision

  	
   

  	
  No
  Go:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •    [ * ];

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •    [ * ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •    [ * ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •   [ * ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  
	
  [ * ] Go/No Go
  Decision

  	
   

  	
  Evidence
  of [ * ] must be demonstrated by either:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •    [ * ]; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •    [ * ]**

  



 












*[ * ]

**[ * ]


 


Note:


 


61

















 


In order to
achieve an [ * ], ARRY-142886 must demonstrate [ * ].


 


[ * ] shall mean any or all of the
following:


 


 


•                                          [ * ];


 


•                                          [ * ];


 


•                                          [ * ];


 


•                                          [ * ].


 


62

















 


EXHIBIT 3.4.1


 


Process Plan


 


Current Status of the
ARRY-142886 Processes


 


The current processes are suitable for
[ * ].  It is a [ * ]
but the [ * ] for each [ * ] is [ * ].  The overall [ * ] for the
synthesis is [ * ].  The
processes are [ * ]. 
[ * ] has been limited to date and a formal study will be
carried out with AZ [ * ] on start up of the project.


 


Process Research and
Development Goals and Plans for the Collaboration


 


[ * ]


 


There should be sufficient [ * ] available
to support [ * ].  Current
[ * ] estimates are in the region of [ * ].  As a contingency, further material should be
produced [ * ]. This ought to be done at Array, at a time to be
agreed [ * ].  Based on
current estimates, [ * ], a further [ * ] can be made.


 


Some [ * ] work will be required to be done
in support of [ * ]. This could [ * ] which would need to
be [ * ].   As such,
subsequent [ * ].  When a
decision [ * ] is made, further [ * ] will be carried out
by Array.


 


[ * ]


 


There is no advantage [ * ]. Laboratory
evaluation of [ * ] will be divided between Array and AZ.


 


Once a [ * ] has been agreed, the
[ * ] will need to be [ * ]. This will be done at Array or
AZ, depending on [ * ]. Based on [ * ], it is likely that
[ * ].  Subsequent to
demonstrating [ * ], [ * ] will transfer to AZ.


 


Timings


 


Assuming [ * ] it should be possible to
[ * ].  Given that
[ * ].  The timing of
subsequent activities will be dictated by the material requirements of the
development plan.


 


Suggested timelines linked with activities:


 


63

















 


	
  Activity

  	
   

  	
  Who

  	
   

  	
  Suggested Timelines

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
  AZ/Array

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
  AZ/Array

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
  AZ
  [ * ]

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
  Array

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
  Array/AZ

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
  AZ/Array

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
  AZ
  or Array (TBC)*

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ] Development

  	
   

  	
  AZ

  	
   

  	
  [ * ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
  AZ

  	
   

  	
  [ * ]

  



 


•                  *Dependent
on facility availability


 


•                  ^Dependent
on need [ * ]


 


Work on the back-up
program and communication with AZ [ * ]


 


The licensing agreement also covers back ups to
ARRY-142886 and therefore [ * ] could [ * ] of the back up
compounds.  [ * ] would be
involved in this [ * ] with subsequent [ * ] following a
similar track to the lead compound. 
Based on [ * ] activities would start in [ * ].  Detailed agreement of logistics of communication
for this and the collaboration as a whole will be agreed in [ * ].


 


FTE Requirements


 


See Section 3.4.1(b).


 


64