Oncothyreon, its Affiliates or
Sublicensees in the development or commercialization of the Product(s); and
(ii) a non-exclusive, worldwide, fully-paid license to Array under any Know-How
that: (A) were generated by Oncothyreon or its Affiliate in connection with the
development or commercialization of the Product(s)prior to the effective date of
such termination, or (B) were otherwise utilized by Oncothyreon, its Affiliates
or Sublicensees in the development or commercialization of the Product(s), in
each case under the preceding sub-clauses (i) and (ii) solely to the extent
reasonably necessary or useful for Array to make, use, sell, offer for sale or
import Product(s) in the Field as are then being developed, marketed or
manufactured by Oncothyreon, its Affiliates or Sublicensees as of the date of
such termination; provided, however, that (1) in consideration of the licenses
granted hereunder, Array shall pay Oncothyreon a royalty on the Net Sales of
Products at a royalty rate of [*] for Products that have [*] as of the effective
date of such termination or [*] for Products that have [*] as of the effective
date of such termination; and (2) if any such Patent Rights or Know-How licensed
to Array hereunder is subject to payment obligations to a Third Party,
Oncothyreon shall promptly disclose such obligations to Array in writing and
such Patent Rights or other intellectual property shall be deemed to be
Controlled by Oncothyreon only if Array agrees in writing to reimburse all
amounts owed to such Third Party as a result of Array's exercise of such
license. The royalty payable Array to Oncothyreon under clause (1) above shall
be payable on a Product-by-Product and country-by-country basis only for so long
as the sale of a particular Product in a particular country would infringe a
Valid Claim of the patents being licensed to Array by Oncothyreon hereunder. For
clarity, if Oncothyreon is acquired by a Third Party in a Change of Control
Transaction, in no event shall the licenses granted hereunder include any Patent
Rights or Know-How of such Third Party (or of those of its Affiliates that were
Affiliates prior to the close of such Change of Control Transaction) that were
not actually utilized in the development or commercialization of the Product(s).
(c) Oncothyreon hereby assigns and shall cause to be assigned to Array all
worldwide rights in and to any and all trademarks used in connection with the
commercialization of the applicable Product(s) by Oncothyreon or its Affiliates.
It is understood that such assignment shall not include Oncothyreon's name or
trademark for Oncothyreon's (or its Affiliates') company itself.
(d) If there are any ongoing clinical trials with respect to the Product being
conducted by or on behalf of Oncothyreon, its Affiliates at the time of notice
of termination, Oncothyreon agrees to (i) promptly transition to Array or its
designee some or all of such clinical trials and the activities related to or
supporting such trials (ii) continue to conduct such clinical trials for a
period requested by Array up to a maximum of