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