CANDIDATE DRUG TARGET PROFILE, AND (Z) THAT WERE DETERMINED TO MEET THE
CANDIDATE DRUG TARGET PROFILE IN THE COURSE OF THE RESEARCH PROGRAM PRIOR TO THE
TERMINATION, BUT THAT WERE REJECTED AS CANDIDATE DRUGS PURSUANT TO
SECTION 2.5.2(A)(II) ABOVE.
AZ SHALL INFORM ARRAY PROMPTLY AFTER IT HAS
SELECTED [ * ] CANDIDATE DRUGS IN ADDITION TO ARRY-142886.
IN ADDITION,
LICENCES GRANTED TO AZ UNDER SECTION 5.1 SHALL SURVIVE TERMINATION FOR THE
DURATION OF THE RESEARCH TERM PLUS A PERIOD OF [ * ] THEREAFTER.
FROM AND AFTER
THE DATE OF A NOTICE OF TERMINATION IN THE EVENTS DESCRIBED IN THIS
SECTION 11.6.3(B), AZ SHALL HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING ANY AZ PAYMENT OBLIGATIONS PURSUANT TO SECTIONS 6.2, 6.3 AND 6.4)
BEYOND THOSE OBLIGATIONS THAT SURVIVE TERMINATION IN SUCH EVENTS AS SPECIFIED IN
THIS SECTION 11.6.3(B).
11.7
TERMINATION NOT SOLE REMEDY.
TERMINATION IS NOT
THE SOLE REMEDY UNDER THIS AGREEMENT AND, WHETHER OR NOT TERMINATION IS
EFFECTED, ALL OTHER REMEDIES WILL REMAIN AVAILABLE EXCEPT AS AGREED TO OTHERWISE
HEREIN.
48
ARTICLE XII - MISCELLANEOUS
12.1
PUBLICITY.
12.1.1
FINANCIAL TERMS.
EACH OF THE PARTIES HERETO AGREES NOT
TO DISCLOSE TO ANY THIRD PARTY THE FINANCIAL TERMS OF THIS AGREEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO, EXCEPT TO ADVISORS, INVESTORS
AND OTHERS ON A NEED-TO-KNOW BASIS AND SUBJECT ALWAYS TO ARTICLE IX, OR TO THE
EXTENT REQUIRED BY LAW.
NOTWITHSTANDING THE FOREGOING, THE PARTIES SHALL AGREE
UPON A PRESS RELEASE TO ANNOUNCE THE EXECUTION OF THIS AGREEMENT AND THE
ACHIEVEMENT OF A MILESTONE TOGETHER WITH A CORRESPONDING QUESTION & ANSWER
OUTLINE FOR USE IN RESPONDING TO INQUIRIES ABOUT THE AGREEMENT; THEREAFTER, AZ
AND ARRAY MAY EACH DISCLOSE TO THIRD PARTIES THE INFORMATION CONTAINED IN SUCH
PRESS RELEASE AND QUESTION & ANSWER OUTLINE WITHOUT THE NEED FOR FURTHER
APPROVAL BY THE OTHER.
12.1.2
DEVELOPMENT PROGRESS.
IN ADDITION, EACH PARTY MAY NOT,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY DISCLOSE PUBLICLY ANY
INFORMATION, INCLUDING INFORMATION DISCLOSED TO IT BY THE OTHER PARTY, WHICH
PERTAINS TO THE DEVELOPMENT AND REGULATORY PROGRESS OF ANY LICENSED PRODUCT.
SUCH DISCLOSURE MAY INCLUDE, WITHOUT LIMITATION, THE ACHIEVEMENT OF A
DEVELOPMENT MILESTONE FOR A LICENSED PRODUCT AND ANY PAYMENTS RECEIVED IN
RESPECT OF SUCH DEVELOPMENT MILESTONE, AS WELL AS PERIODIC UPDATES REGARDING THE
STATUS OF THE DEVELOPMENT AND/OR REGULATORY AFFAIRS PERTAINING TO SUCH LICENSED
PRODUCT.
12.2
SHORT-FORM ARBITRATION.
IF THE PARTIES DO NOT
AGREE UPON (I) A MATTER TO BE DECIDED BY THE JRC, FOR WHICH AZ DOES NOT HAVE THE
RIGHT TO CAST A DECIDING VOTE, OR (II) A DISPUTE UNDER SECTION 4.4 OR 6.15 OR
11.3.4 OR 12.8 , THEN SUCH MATTERS IN ISSUE SHALL BE DETERMINED BY BINDING
ARBITRATION CONDUCTED PURSUANT TO THIS SECTION 12.2 BY ONE (1) ARBITRATOR.
IN
SUCH ARBITRATION, THE ARBITRATOR SHALL BE AN INDEPENDENT EXPERT (INCLUDING IN
THE AREA OF THE DISPUTE) IN THE PHARMACEUTICAL INDUSTRY MUTUALLY ACCEPTABLE TO
THE PARTIES.
IF THE PARTIES ARE UNABLE TO AGREE ON AN ARBITRATOR, THE
ARBITRATOR SHALL