CLINICAL TRIAL SHALL BE REIMBURSED OR
OTHERWISE PAID FOR BY THE OTHER PARTY TO THE EXTENT REASONABLY INCURRED; AND
(B)
IN THE EVENT THAT THE OTHER PARTY DOES NOT REQUEST IN WRITING TO THE
CLINICAL TRIAL PARTY TO TRANSFER RESPONSIBILITY TO THE OTHER PARTY FOR THE
CONDUCT OF SUCH ON-GOING CLINICAL TRIAL OF A PRODUCT [***] TO THE EFFECTIVE DATE
OF TERMINATION OF THIS AGREEMENT OR IF THE CLINICAL TRIAL PARTY NOTIFIES THE
OTHER PARTY IN WRITING [***], THEN THE CLINICAL TRIAL PARTY SHALL WIND-DOWN SUCH
ON-GOING CLINICAL TRIAL AS EXPEDITIOUSLY AS POSSIBLE, CONSISTENT WITH THE
CLINICAL TRIAL PARTY'S ETHICAL AND REGULATORY OBLIGATIONS AND IN COMPLIANCE WITH
LAW AND COMMON STANDARDS OF PHARMACEUTICAL PRACTICE, PROVIDED THAT ALL
OUT-OF-POCKET COSTS OF THE CLINICAL TRIAL PARTY IN WINDING-DOWN SUCH CLINICAL
TRIAL SHALL BE BORNE BY THE CLINICAL TRIAL PARTY.
For purposes of this Section 11.5.2 and Section 11.3, a clinical trial shall be
deemed to be "on-going" from the time the first patient is dosed in such trial
until the last patient has received the last dose in such trial.
11.5.3
ACCRUED RIGHTS, SURVIVING OBLIGATIONS.
TERMINATION, RELINQUISHMENT OR
EXPIRATION OF THE AGREEMENT FOR ANY REASON SHALL BE WITHOUT PREJUDICE TO ANY
LIABILITIES WHICH SHALL HAVE ACCRUED PRIOR TO SUCH TERMINATION, RELINQUISHMENT
OR EXPIRATION, INCLUDING, TO THE EXTENT APPLICABLE, THE PAYMENT OBLIGATIONS
UNDER ARTICLE VI HEREOF AND ANY AND ALL DAMAGES ARISING FROM ANY BREACH
HEREUNDER.
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[ * ] = Confidential treatment of certain confidential information contained in
this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.
11.5.4
SURVIVAL.
ARTICLE 1 AND SECTIONS [***] SHALL SURVIVE THE EXPIRATION AND
ANY TERMINATION OF THIS AGREEMENT; AND SECTION [***] AND ARTICLE [***] SHALL
SURVIVE THE EXPIRATION BUT NOT AN EARLIER TERMINATION (EXCEPT AS PROVIDED BELOW)
OF THIS AGREEMENT.
EXCEPT AS PROVIDED IN THIS SECTION 11.5.4, OR AS OTHERWISE
PROVIDED IN THIS SECTION 11.5, ALL OBLIGATIONS OF EACH PARTY UNDER THIS
AGREEMENT SHALL TERMINATE UPON ANY TERMINATION OF THIS AGREEMENT.
11.5.5
EFFECT OF CERTAIN TERMINATIONS.
IN THE EVENT OF A TERMINATION OF THIS
AGREEMENT PURSUANT TO SECTION 11.3, OR TERMINATION BY ARRAY PURSUANT TO
SECTION 11.2 OR SECTION 11.4, ALL [***] UNDER THIS AGREEMENT SHALL BE DEEMED
"ABANDONED PRODUCTS."
PROMPTLY AFTER TERMINATION OF THIS AGREEMENT PURSUANT TO
SECTION 11.3, OR TERMINATION BY ARRAY PURSUANT TO SECTION 11.2 OR SECTION 11.4,
AMGEN SHALL ASSIGN AND TRANSFER TO ARRAY THE REGULATORY FILINGS PERTAINING TO
EACH ABANDONED PRODUCT.
SHOULD AMGEN HAVE ANY INVENTORY OF THE ABANDONED
PRODUCTS SUITABLE FOR USE IN CLINICAL TRIALS, THEN AMGEN AND ARRAY SHALL, UPON
REQUEST BY ARRAY, NEGOTIATE IN GOOD FAITH FOR AMGEN TO SELL SUCH INVENTORY TO
ARRAY (WHICH SALE WOULD INCLUDE AN APPROPRIATE INDEMNITY FROM ARRAY FOR ANY
LIABILITY RESULTING FROM USE OF SUCH INVENTORY).
IF ANY ABANDONED PRODUCT IS
BEING COMMERCIALIZED AS OF THE DATE OF ANY SUCH TERMINATION, THE PARTIES WILL
AGREE UPON A PLAN TO TRANSITION THE COMMERCIALIZATION OF SUCH ABANDONED PRODUCT
FROM