FTES PLANNING, PERFORMING OR
OVERSEEING THE ACTIVITIES UNDER SECTION 3.7.4(A) OR (B), AS APPLICABLE AT A RATE
OF $325,000 PER FTE; (IV) ARRAY'S ACTUAL COSTS FOR OBTAINING OR MANUFACTURING
REASONABLE QUANTITIES OF THE DEVELOPMENT COMPOUND FOR USE AS CLINICAL SUPPLIES
(SUCH AS STABILITY TESTING) IN PERFORMING ARRAY'S OBLIGATIONS UNDER SECTIONS
3.7.4(A) AND 3.7.4(B) ABOVE; AND (V) COSTS INCURRED WITH RESPECT TO MEETING OF
INVESTIGATORS (SINGLE SITE, REGIONAL AND GLOBAL) AND ASSOCIATED TRAVEL EXPENSES.
27
[ * ] = 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.
3.7.5
MANUFACTURING.
ARRAY SHALL BE RESPONSIBLE, EITHER ITSELF OR
THROUGH THIRD PARTIES, FOR THE MANUFACTURE AND SUPPLY OF EACH DEVELOPMENT
COMPOUND AND, IF REQUIRED PURSUANT TO SECTION 3.7.4 ABOVE, CORRESPONDING
DEVELOPMENT BACK-UP COMPOUNDS, AS NECESSARY TO CONDUCT ITS ACTIVITIES UNDER THE
DISCOVERY PROGRAM.
ALL SUCH MANUFACTURING AND SUPPLY ACTIVITIES SHALL BE IN
ACCORDANCE WITH THE MANUFACTURING GUIDELINES PREVIOUSLY AGREED BY THE PARTIES.
3.8
RECORDS.
3.8.1
RETENTION.
ARRAY SHALL MAINTAIN, OR CAUSE TO BE MAINTAINED RECORDS
OF ALL (A) ACTIVITIES CONDUCTED UNDER THE DISCOVERY PROGRAM, (B) [ * ], (C)
BACK-UP DEVELOPMENT COSTS, AND (D) ALL [ * ], IN EACH CASE IN SUFFICIENT DETAIL
AND, AS APPLICABLE, IN A SCIENTIFIC MANNER AS WILL PROPERLY REFLECT ALL WORK
DONE AND RESULTS ACHIEVED IN THE PERFORMANCE OF THE DISCOVERY PROGRAM AND WHICH
ARE OTHERWISE SUFFICIENT TO DETERMINE THE IDENTITY AND INVENTORSHIP DATES OF
INVENTIONS.
ARRAY SHALL RETAIN SUCH RECORDS DURING THE OPTION TERM AND FOR A
PERIOD OF FIVE (5) YEARS THEREAFTER, OR SUCH OTHER PERIOD AGREED BY THE PARTIES.
3.8.2
INSPECTION.
DURING THE OPTION TERM AND FOR A PERIOD OF [ * ]
THEREAFTER, ARRAY SHALL MAKE AVAILABLE TO CELGENE, AS REASONABLY REQUESTED AND
UPON REASONABLE NOTICE, DURING ARRAY'S NORMAL BUSINESS HOURS, SUCH RECORDS AS
MAY BE REASONABLY NECESSARY FOR CELGENE:
(A) TO INQUIRE ABOUT DETAILS OF THE
RESULTS GENERATED UNDER THE DISCOVERY PROGRAM (BOTH DISCOVERY RESEARCH AND
SUPPORT FOR CLINICAL DEVELOPMENT); (B) TO SUPPLEMENT THE REPORTS FURNISHED BY
ARRAY PURSUANT TO SECTION 3.8.1 ABOVE; AND/OR (C) [ * ], BACK-UP DEVELOPMENT
COSTS AND [ * ].
SUCH DISCLOSURES SHALL OCCUR NO MORE THAN ONCE EVERY SIX (6)
MONTHS DURING THE OPTION TERM AND SHALL BE PURSUANT TO REASONABLE PROCEDURES TO
PROTECT THE CONFIDENTIALITY OF SUCH RECORDS.
UPON THE EXPIRATION OF THE PERIOD
FOR RECORD RETENTION SPECIFIED IN SECTION 3.8.1 ABOVE AND UPON REQUEST BY
CELGENE, ARRAY SHALL PROVIDE TO CELGENE, AT CELGENE'S EXPENSE, COPIES OF SUCH
RECORDS ASSOCIATED WITH ANY COLLABORATION COMPOUND OR COLLABORATION BACK-UP
COMPOUND FOR RETENTION IN CELGENE'S ARCHIVES, IT BEING UNDERSTOOD THAT SUCH
RECORDS SHALL REMAIN SUBJECT TO THE CONFIDENTIALITY OBLIGATIONS IN ARTICLE 10.
28
[ * ] = 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,