COMMITTEE, INFORMED AS TO ITS PROGRESS UNDER THE
RESEARCH PLAN. WITHIN
7
[*] FOLLOWING THE END OF EACH CALENDAR QUARTER DURING THE COLLABORATION, EACH
PARTY SHALL PROVIDE THE OTHER PARTY WITH A REASONABLY DETAILED WRITTEN REPORT
DESCRIBING THE PROGRESS TO DATE OF ALL ACTIVITIES FOR WHICH SUCH PARTY WAS
ALLOCATED RESPONSIBILITY DURING SUCH QUARTER UNDER THE RESEARCH PLAN.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ARRAY BE REQUIRED TO DISCLOSE
TO ONO ANY PRE-EXISTING ARRAY KNOW-HOW OR PRE-EXISTING ARRAY PATENTS; PROVIDED,
HOWEVER, THAT TO THE EXTENT THAT SUCH PRE-EXISTING ARRAY KNOW-HOW AND/OR
PRE-EXISTING ARRAY PATENTS ARE SPECIFICALLY RELATED TO THE COLLABORATION, ARRAY
SHALL DISCLOSE THEM TO ONO.
2.9
SUPPLY OF
COMPOUNDS.
IN ACCORDANCE WITH A SCHEDULE DETERMINED BY THE JMC, ARRAY WILL
PROVIDE TO ONO AN AGREED AMOUNT OF EACH COMPOUND, UP TO [*].
2.10
POST COLLABORATION
ACTIVITIES.
FOR EACH ACTIVE COMPOUND, ACTIVE CLAIMED COMPOUND AND COLLABORATION
PRODUCT TO WHICH ONO RETAINS EXCLUSIVE RIGHTS UNDER THIS AGREEMENT, ONO SHALL BE
RESPONSIBLE, AT ITS SOLE EXPENSE, FOR CONDUCTING ALL CLINICAL DEVELOPMENT OF
SUCH ACTIVE COMPOUND, ACTIVE CLAIMED COMPOUND OR COLLABORATION PRODUCT FOLLOWING
THE COLLABORATION TERM FOR EACH COLLABORATION TARGET, AND ALL COMMERCIALIZATION
OF SUCH ACTIVE COMPOUND, ACTIVE CLAIMED COMPOUND OR COLLABORATION PRODUCT.
IN
ADDITION TO THE ABOVE MONETARY RESPONSIBILITY FOR CLINICAL DEVELOPMENT BY ONO,
ONO SHALL BE RESPONSIBLE FOR ALL COSTS AND EXPENSES FOR COMMERCIALIZING THE
COLLABORATION PRODUCT FOR USE IN THE FIELD, INCLUDING WITHOUT LIMITATION,
PRECLINICAL DEVELOPMENT, PRE-MARKETING AND COMMERCIAL ACTIVITIES
2.11
EXCLUSIVITY.
EXCEPT AS
SET FORTH HEREIN, FOR EACH COLLABORATION TARGET, DURING (A) THE COLLABORATION
TERM, AND (B) THEREAFTER FOR (I) SO LONG AS ONO IS USING COMMERCIALLY REASONABLE
EFFORTS TO PURSUE RESEARCH AND/OR DEVELOPMENT ON THE COLLABORATION PRODUCT
DIRECTED TO SUCH COLLABORATION TARGET CONSISTENT WITH ONO'S USUAL PRACTICES FOR
ITS OWN RESEARCH AND DEVELOPMENT, WHERE SUCH EFFORTS COULD RESULT IN ARRAY
ACCRUING MILESTONES AND ROYALTIES, OR (II) [*] FROM THE END OF THE COLLABORATION
TERM, [*], ARRAY WILL NOT CONDUCT, PARTICIPATE IN, OR FUND, DIRECTLY OR
INDIRECTLY, EITHER ALONE OR WITH A THIRD PARTY, RESEARCH OR DEVELOPMENT
ACTIVITIES DIRECTED TO THE DISCOVERY OF SMALL MOLECULE CHEMICAL ENTITIES THAT
MODULATE THE ACTIVITY OF THE COLLABORATION TARGET; [*].
HOWEVER, IN THE EVENT
OF A CHANGE OF CONTROL, THE SURVIVING ENTITY SHALL BE BOUND BY ALL OTHER TERMS
AND CONDITIONS OF THIS AGREEMENT AS PROVIDED IN SECTION 12.3.
IT IS UNDERSTOOD
AND AGREED THAT TESTING OF A CHEMICAL ENTITY AGAINST THE COLLABORATION TARGET
FOR THE PURPOSE OF ESTABLISHING SELECTIVITY OF SUCH CHEMICAL ENTITY AGAINST A
TARGET OTHER THAN THE COLLABORATION TARGET SHALL NOT BE DEEMED A VIOLATION OF
THIS SECTION 2.11.
FOR PURPOSES OF THIS SECTION 2.11, "CHANGE OF CONTROL" MEANS
THE MERGER, CONSOLIDATION, SALE OF SUBSTANTIALLY ALL OF ITS ASSETS OR SIMILAR
TRANSACTION OR SERIES OF TRANSACTIONS, AS A RESULT OF WHICH ARRAY'S SHAREHOLDERS
BEFORE SUCH TRANSACTION OR SERIES OF TRANSACTIONS OWN LESS THAN FIFTY PERCENT
(50%) OF THE TOTAL NUMBER OF VOTING SECURITIES OF THE SURVIVING ENTITY
IMMEDIATELY AFTER SUCH TRANSACTION OR SERIES OF TRANSACTIONS.
NOTWITHSTANDING
THE FOREGOING,