REQUEST.
1.21
"ARRAY TECHNOLOGY" SHALL MEAN ARRAY PATENTS AND ARRAY
KNOW-HOW, SUBJECT TO SECTION 5.4.1 OR 5.4.3, AS APPLICABLE, BUT SHALL EXCLUDE
EXCLUDED TECHNOLOGY.
1.22
"ARRY-403" SHALL MEAN ARRAY'S PROPRIETARY SMALL MOLECULE
COMPOUND KNOWN AS ARRY-403.
1.23
"ARRY-403 INVENTORY" SHALL HAVE THE MEANING DESCRIBED IN
SECTION 2.4.2 HEREOF.
1.24
"ARRY-403 INVENTORY LETTER" SHALL HAVE THE MEANING
DESCRIBED IN SECTION 10.2(F) HEREOF.
1.25
"ARRY 403 TABLETS" SHALL HAVE THE MEANING DESCRIBED IN
SECTION 2.4.2 HEREOF.
1.26
"BUSINESS DAY" SHALL MEAN, WHETHER CAPITALIZED OR NOT
CAPITALIZED IN THIS AGREEMENT, A CALENDAR DAY ON WHICH BOTH PARTIES ARE
GENERALLY OPEN FOR BUSINESS (I.E., WEEKDAYS OTHER THAN NATIONAL OR STATE
HOLIDAYS OR FORMAL COMPANY-SPECIFIC HOLIDAYS, INCLUDING AMGEN'S VOLUNTARY SHUT
DOWNS).
1.27
"CHANGE OF CONTROL" SHALL MEAN: (I) THE ACQUISITION,
DIRECTLY OR INDIRECTLY, BY ANY PERSON, ENTITY OR "GROUP" (WITHIN MEANING OF
SECTION 13(D)(3) OR 14(D)(2) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "EXCHANGE ACT")) BY MEANS OF A TRANSACTION OR SERIES OF RELATED
TRANSACTIONS, OF (A) BENEFICIAL OWNERSHIP OF FIFTY PERCENT (50%) OR MORE OF THE
OUTSTANDING VOTING SECURITIES OF A PARTY (OR THE SURVIVING ENTITY, AS
APPLICABLE, WHETHER BY MERGER, CONSOLIDATION, REORGANIZATION, TENDER OFFER OR
OTHER SIMILAR MEANS), OR (B) ALL, OR SUBSTANTIALLY ALL, OF THE ASSETS OF A PARTY
AND ITS AFFILIATES; OR (II) ANY CONSOLIDATION OR MERGER OF A PARTY WITH OR INTO
ANY THIRD PARTY, OR ANY OTHER CORPORATE REORGANIZATION INVOLVING A THIRD PARTY,
IN WHICH THOSE PERSONS OR ENTITIES THAT ARE STOCKHOLDERS OF THE PARTY
IMMEDIATELY PRIOR TO SUCH CONSOLIDATION, MERGER OR REORGANIZATION (OR PRIOR TO
ANY SERIES OF RELATED TRANSACTIONS LEADING UP TO SUCH EVENT) OWN FIFTY PERCENT
(50%) OR LESS OF THE SURVIVING ENTITY'S VOTING POWER IMMEDIATELY AFTER SUCH
CONSOLIDATION, MERGER OR REORGANIZATION.
1.28
"CLINICAL CANDIDATE" SHALL MEAN A COMPOUND SELECTED FOR
CLINICAL DEVELOPMENT IN ACCORDANCE WITH SECTION 2.6 BELOW.
1.29
"CLINICAL CANDIDATE CRITERIA" SHALL MEAN (I) THE INITIAL
CRITERIA TO BE ESTABLISHED AS DESCRIBED IN SECTION 2.6, BELOW, OR (II) SUCH
OTHER WRITTEN CRITERIA AS ARE APPROVED BY THE JRC.
- 4 -
[ * ] = 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.
1.30
"COLLABORATION TECHNOLOGY" SHALL MEAN ALL INFORMATION
INVENTED, DISCOVERED OR CREATED SOLELY OR JOINTLY BY EMPLOYEES, AGENTS OR
CONSULTANTS OF AMGEN AND/OR ARRAY IN THE COURSE OF PERFORMING THEIR RESPECTIVE
ACTIVITIES AFTER THE EFFECTIVE DATE IN THE DISCOVERY PROGRAM.
1.31
"COMBINATION PRODUCT" SHALL MEAN A PRODUCT THAT IS A
PHARMACEUTICAL PREPARATION INCORPORATING TWO OR MORE THERAPEUTICALLY ACTIVE
INGREDIENTS, INCLUDING AT LEAST ONE THAT IS NOT A COMPOUND, 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.
1.32
"COMMERCIALLY REASONABLE EFFORTS" SHALL MEAN, WITH
RESPECT TO ACTIVITIES OF A PARTY RELATED TO THE PROGRAM, THE ACTIVE AND DILIGENT
EFFORTS AND RESOURCES