AND (III) PRECLINICAL AND CLINICAL RESULTS; AND HAS PROVIDED AMGEN AN
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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.
OPPORTUNITY, ON REQUEST, TO REVIEW ALL MATERIAL DATA AND INFORMATION OF WHICH
ARRAY IS AWARE WITH RESPECT TO ITS GLUCOKINASE ACTIVATOR PROGRAM; AND IN EACH OF
THE FOREGOING CASES ARRAY DOES NOT POSSESS, AND HAS NOT OMITTED TO DISCLOSE TO
AMGEN, ANY INFORMATION THAT WOULD BE INCONSISTENT WITH ANY MATERIAL INFORMATION
THAT ARRAY HAS DISCLOSED TO AMGEN OR THAT WOULD MAKE SUCH INFORMATION
MISLEADING.
(H)
ARRAY HAS, AND TO ITS KNOWLEDGE ARRAY'S CONTRACTORS HAVE, PERFORMED ALL
DEVELOPMENT AND MANUFACTURING OF COMPOUNDS AND PRODUCTS IN ACCORDANCE WITH LAW
AND, WITH RESPECT TO CLINICAL TRIAL SUPPLIES AND COMPOUND OR DRUG PRODUCT
INTENDED FOR HUMAN USE, CURRENT GOOD CLINICAL PRACTICES (AS DEFINED IN THE
UNITED STATES CODE OF FEDERAL REGULATIONS).
(I)
NONE OF THE ARRAY PATENTS HAS BEEN LICENSED FROM A THIRD PARTY, AND
NEITHER ARRAY NOR ANY OF ITS AFFILIATES IS PARTY TO ANY AGREEMENT WITH A THIRD
PARTY THAT REQUIRES ANY FINANCIAL PAYMENTS TO SUCH THIRD PARTY BASED ON
DEVELOPMENT, MANUFACTURING OR COMMERCIALIZATION OF ANY COMPOUND OR PRODUCT OTHER
THAN FEE-FOR-SERVICE PAYMENTS TO CONTRACT MANUFACTURERS, CONTRACT RESEARCH
ORGANIZATIONS AND OTHER CONTRACTORS PERFORMING SERVICES FOR ARRAY IN CONNECTION
WITH THE DEVELOPMENT, MANUFACTURING OR COMMERCIALIZATION OF COMPOUNDS AND/OR
PRODUCTS.
FOR THE SAKE OF CLARITY, ARRAY IS UNDER NO OBLIGATION TO PAY A
MILESTONE OR ROYALTY TO ANY SUCH CONTRACT MANUFACTURER, CONTRACT RESEARCH
ORGANIZATION OR OTHER CONTRACTOR WITH RESPECT TO THE RESEARCH, DEVELOPMENT, USE,
MANUFACTURE, SALE OR OTHER COMMERCIALIZATION OF COMPOUNDS AND/OR PRODUCTS.
(J)
ARRAY HAS NOT USED IN CONNECTION WITH THE RESEARCH OR DEVELOPMENT WITHIN
ITS GLUCOKINASE ACTIVATOR PROGRAM ANY EMPLOYEE, CONSULTANT OR INVESTIGATOR THAT
HAS BEEN DEBARRED OR THE SUBJECT OF DEBARMENT PROCEEDINGS BY ANY REGULATORY
AGENCY.
10.3
DISCLAIMER.
ARRAY AND AMGEN SPECIFICALLY DISCLAIM ANY GUARANTEE THAT
THE DISCOVERY PROGRAM WILL BE SUCCESSFUL, IN WHOLE OR IN PART.
THE FAILURE OR
LACK OF SUCCESS OF ANY ACTIVITIES OF EITHER OR BOTH OF THE PARTIES IN DEVELOPING
CLINICAL CANDIDATES OR PRODUCTS WILL NOT BE CONSTRUED TO 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 AMGEN MAKE NO
REPRESENTATIONS AND EXTEND NO WARRANTIES OR CONDITIONS OF ANY KIND, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY, ARRAY TECHNOLOGY,
AMGEN TECHNOLOGY, COLLABORATION TECHNOLOGY, AMGEN ABANDONED PRODUCT TECHNOLOGY,
COMPOUNDS, CLINICAL CANDIDATES, INFORMATION DISCLOSED HEREUNDER OR PRODUCTS
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, VALIDITY OF ANY TECHNOLOGY LICENSED HEREUNDER, PATENTED OR
UNPATENTED, OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD
PARTIES.
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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