[*]
[*]
6.
[*]
[*]
(b)
[*].
For each Collaboration Product
containing an Active Compound, which Active Compound is demonstrated [*]:
Milestone
Cash Payment
(in U.S. Dollars)
1.
[*]
[*]
2.
[*]
[*]
3.
[*]
[*]
4.
[*]
[*]
5.
[*]
[*]
6.
[*]
[*]
5.2.2
Collaboration Products Containing Active Claimed
Compounds.
For each Collaboration Product containing an Active Claimed
Compound:
Milestone
Cash Payment
(in U.S. Dollars)
1.
[*]
[*]
2.
[*]
[*]
3.
[*]
[*]
4.
[*]
[*]
5.
[*]
[*]
6.
[*]
[*]
5.2.3
Collaboration Products Containing Derivative
Compounds.
For each Collaboration Product containing a Derivative Compound:
Milestone
Cash Payment
(in U.S. Dollars)
1.
[*]
[*]
2.
[*]
[*]
12
3.
[*]
[*]
4.
[*]
[*]
5.
[*]
[*]
6.
[*]
[*]
ARRAY ACKNOWLEDGES AND AGREES THAT ANY DERIVATIVE COMPOUND IS COVERED UNDER ONO
PATENT AND ONO HAS RIGHTS TO RESEARCH, DEVELOP, USE, MAKE, HAVE MADE AND
COMMERCIALIZE A PRODUCT CONTAINING SUCH DERIVATIVE COMPOUND WITHOUT ANY
RESTRICTION OR OBLIGATION HEREOF.
HOWEVER, IN CASE ANY [*] HAS BEEN DEVELOPED
AND COMMERCIALIZED AS A [*] ONO SHALL PAY TO ARRAY [*]
(A)
THE MILESTONE
PAYMENTS SET FORTH ABOVE SHALL BE DUE WITH RESPECT TO EACH COLLABORATION PRODUCT
(ON A COLLABORATION PRODUCT-BY-COLLABORATION PRODUCT BASIS).
FOR PURPOSES OF
SECTION 5.2, AND SECTION 5.3 BELOW, ALL DOSAGE FORMS, AND ALL FORMULATIONS, OF
THE SAME ACTIVE INGREDIENT SHALL BE DEEMED A SINGLE COLLABORATION PRODUCT.
COLLABORATION PRODUCTS HAVING DIFFERENT ACTIVE INGREDIENTS SHALL BE DEEMED
SEPARATE COLLABORATION PRODUCTS.
(B)
SHOULD ALL
DEVELOPMENT OF A PARTICULAR COLLABORATION PRODUCT DISCONTINUE FOR ANY REASON,
AND BE REPLACED BY AN ALTERNATIVE COLLABORATION PRODUCT DIRECTED TO THE SAME
COLLABORATION TARGET, THEN, WHEN THE ALTERNATIVE COLLABORATION PRODUCT ACHIEVES
A MILESTONE FOR WHICH A CORRESPONDING MILESTONE PAYMENT WAS MADE FOR THE
DISCONTINUED COLLABORATION PRODUCT, NO PAYMENT SHALL BE DUE WITH RESPECT TO SUCH
ALTERNATIVE COLLABORATION PRODUCT WITH RESPECT TO SUCH MILESTONE.
(C)
IF DEVELOPMENT
MILESTONE 5 OR 6 IS ACHIEVED WITH RESPECT TO A PARTICULAR COLLABORATION PRODUCT
WITHOUT OCCURRENCE OF DEVELOPMENT MILESTONE 4, THEN SUCH DEVELOPMENT MILESTONE 4
SHALL BE DEEMED ACHIEVED UPON ACHIEVEMENT OF EITHER DEVELOPMENT MILESTONE 5 OR
6, AND DEVELOPMENT MILESTONE 4 SHALL BE PAID TOGETHER WITH SUCH DEVELOPMENT
MILESTONE 5 OR 6, WHICHEVER IS EARLIER.
(D)
FOR A [*], IF IT IS
LATER DEMONSTRATED THAT SUCH [*] THEN THE DEVELOPMENT MILESTONES SET FORTH IN
SECTION 5.2.1(A) ABOVE SHALL BE PAID WITH RESPECT TO SUCH COLLABORATION
PRODUCT.
ONO AGREES TO PROMPTLY NOTIFY ARRAY IF [*] IS DEMONSTRATED TO [*].
(E)
FOR PURPOSES OF
THIS SECTION 5.2, A CLINICAL TRIAL SHALL BE DEEMED INITIATED UPON THE FIRST
DOSING OF THE FIRST PATIENT IN SUCH TRIAL.
(F)
IT IS UNDERSTOOD
THAT NO MILESTONE PAYMENTS UNDER THIS SECTION 5.2 AND NO ROYALTY PAYMENTS UNDER
SECTION 5.3 BELOW SHALL BE DUE FOR DEVELOPMENT AND COMMERCIALIZATION ACTIVITIES
WITH RESPECT TO [*].
5.2.5
MILESTONE PAYMENT TIMING.
THE PAYMENTS SET FORTH IN SECTION 5.2 HEREOF SHALL EACH BE DUE AND PAYABLE BY
ONO TO ARRAY WITHIN THIRTY (30) DAYS OF THE OCCURRENCE OF THE MILESTONE EVENT