ACCORDANCE WITH SECTION 2.5.1 ABOVE, WHETHER OR NOT
SUCH A COMPOUND MEETS THE CANDIDATE DRUG TARGET PROFILE DURING THE TERM OF THE
RESEARCH PROGRAM AND FOR A PERIOD OF [ * ] THEREAFTER, AND SUCH COMPOUND SHALL
NOT BE DEEMED A CANDIDATE DRUG UNLESS SO SELECTED BY AZ, PROVIDED THAT AZ MAY
ONLY DEFER ITS DECISION IN ACCORDANCE WITH THIS SECTION 2.5.2(A)(III) FOR UP TO
A MAXIMUM OF [ * ] SUCH JRC RECOMMENDED COMPOUNDS AT ANY ONE TIME.
AT SUCH TIME
AS AZ HAS DEFERRED ITS DECISION UNDER THIS SECTION 2.5.2(A)(III) WITH RESPECT TO
THE MAXIMUM [ * ] JRC RECOMMENDED COMPOUNDS, IF THE JRC THEN RECOMMENDS AN
ADDITIONAL COMPOUND IN ACCORDANCE WITH SECTION 2.5.1 ABOVE, AZ MAY SUBSTITUTE
THE NEWLY RECOMMENDED COMPOUND FOR ONE OF THE COMPOUNDS FOR WHICH IT HAD
DEFERRED ITS DECISION; UPON SUCH SUBSTITUTION, THE PREVIOUSLY DEFERRED COMPOUND
FOR WHICH THE NEWLY RECOMMENDED COMPOUND IS SUBSTITUTED SHALL BE DEEMED REJECTED
PURSUANT TO SECTION 2.5.2(A)(II) ABOVE.
(B)
NUMBER OF CANDIDATE DRUGS.
AZ MAY SELECT UP
TO [ * ] RECOMMENDED COMPOUNDS AS CANDIDATE DRUGS IN ADDITION TO ARRY-142886, OR
SUCH OTHER NUMBER AS THE PARTIES MAY AGREE.
UNLESS THE PARTIES OTHERWISE AGREE,
AZ SHALL NOT UNDERTAKE CLINICAL TESTING WITH RESPECT TO A PARTICULAR COMPOUND,
INCLUDING THE PREPARATION OF AN IND DIRECTED TO SUCH COMPOUND, UNTIL (I) SUCH
COMPOUND HAS BEEN SELECTED AS A CANDIDATE DRUG IN ACCORDANCE WITH THIS
SECTION 2.5.2 AND (II) AZ HAS [ * ].
11
(C)
ARRY-142886.
THE PARTIES ACKNOWLEDGE THAT
ARRAY HAS IDENTIFIED AND DEVELOPED CERTAIN COMPOUNDS INCLUDING ARRY-142886.
ARRY-142886 SHALL BE DEEMED SELECTED AS A CANDIDATE DRUG UNDER THIS AGREEMENT.
(D)
OTHER RECOMMENDED COMPOUNDS.
WITHIN NINETY
(90) DAYS AFTER THE JRC RECOMMENDS A PARTICULAR COMPOUND OTHER THAN ARRY-142886
TO AZ FOR SELECTION AS A CANDIDATE DRUG, AZ SHALL NOTIFY ARRAY WHETHER IT
SELECTS, REJECTS OR WISHES TO DEFER ITS DECISION AS TO WHETHER IT WISHES TO
SELECT OR REJECT SUCH COMPOUND PURSUANT TO SECTION 2.5.2(A).
IF AZ REJECTS A
RECOMMENDED COMPOUND AS A CANDIDATE DRUG PURSUANT TO SECTION 2.5.2(A)(II) WITHIN
THE NINETY (90) DAY SELECTION PERIOD, OR SUCH OTHER PERIOD AS THE PARTIES MAY
AGREE, THEN (I) SUCH COMPOUND SHALL NOT BE DEEMED A CANDIDATE DRUG UNDER THIS
AGREEMENT, AND (II) SUBJECT TO SECTION 4.1 BELOW, ARRAY SHALL BE FREE TO DEVELOP
SUCH COMPOUND.
2.6
FTE REQUIREMENTS AND FUNDING. AZ AGREES TO
FUND THE ARRAY FTES INCLUDED IN THE RESEARCH PLAN IN ACCORDANCE WITH SECTION 6.2
BELOW.
UNLESS OTHERWISE AGREED BY THE PARTIES THE RESEARCH PLAN SHALL SPECIFY
AND ARRAY SHALL PROVIDE [ * ] ARRAY FTES IN CONTRACT YEAR ONE AND [ * ] ARRAY
FTES IN CONTRACT YEAR TWO.
2.7
EXTENSION OF RESEARCH TERM.
AZ SHALL HAVE
THE RIGHT TO EXTEND THE RESEARCH TERM ON AN ANNUAL BASIS FOR UP TO [ * ].
TO
EXERCISE SUCH OPTION, AZ SHALL SO NOTIFY ARRAY IN WRITING AT LEAST THREE (3)
MONTHS PRIOR TO THE EXPIRATION OF THE RESEARCH TERM (INCLUDING ANY EXTENSIONS
THEREOF IN ACCORDANCE WITH THIS SECTION