RESPECT TO DRUG DISCOVERY RESEARCH ON ANY
OTHER MOLECULAR TARGET(S) THAN THE COLLABORATION TARGET(S), THE PARTIES SHALL
ENTER
6
INTO THE SEPARATE DRUG DISCOVERY AGREEMENT WITH SUBSTANTIALLY THE SAME TERMS AND
CONDITIONS AS APPLIED UNDER THIS AGREEMENT.
2.5
COLLABORATION
STAFFING.
ONO WILL FUND ARRAY'S ACTIVITIES UNDER THE COLLABORATION FOR EACH
COLLABORATION TARGET IN ACCORDANCE WITH THE APPLICABLE RESEARCH PLAN.
DURING
THE COLLABORATION AND SUBJECT TO ONO FUNDING FTES FOR SUCH COLLABORATION
PURSUANT TO SECTION 5.1, ARRAY SHALL DEVOTE THAT NUMBER OF FTES TO THE CONDUCT
OF THE COLLABORATION FOR EACH COLLABORATION TARGET SPECIFIED IN THE INITIAL
RESEARCH PLAN.
THE NUMBER OF ARRAY FTES MAY BE INCREASED OR DECREASED UPON
MUTUAL AGREEMENT.
2.6
TERM AND TERMINATION
OF COLLABORATION.
2.6.1
Term.
The Collaboration Term for the Collaboration
Target set forth in Section 1.9 (i) shall commence on the Effective Date and
shall end upon [*] after the Effective Date.
Further, the Collaboration Term
for the Collaboration Target set forth in Section 1.9 (ii) shall commence on the
Effective Date and shall end upon [*] after the Effective Date.
ONO shall have
the right to extend the Collaboration Term for each Collaboration Target for [*]
by providing written notice to ARRAY at least [*] before the end of the
then-current Collaboration Term.
2.6.2
[*].
ONO shall have the right [*] for each
Collaboration Target, of this Agreement within [*] following the first
anniversary of the Collaboration Term for each Collaboration Target, with [*]
from ONO to ARRAY.
In such event, the provisions of [*] shall apply.
2.7
THIRD PARTY
LICENSES.
IN THE EVENT THAT THE PARTIES AGREE TO ACQUIRE ADDITIONAL
TECHNOLOGIES FROM A THIRD PARTY SPECIFICALLY FOR USE IN THE CONDUCT OF EACH
COLLABORATION IN THE FIELD, ONO WILL BE RESPONSIBLE FOR THE PAYMENT OF ANY
AMOUNTS DUE TO THIRD PARTIES FOR THE LICENSES OF INTELLECTUAL PROPERTY WHICH
DIRECTLY APPLIES TO ANY COLLABORATION TARGET, AND THE COSTS OF NEGOTIATING,
PREPARING AND EXECUTING ANY SUCH LICENSE.
SUCH LICENSES ARE GRANTED TO ONO ASA
LICENSEE, AND ONO WILL GRANT THE SUBLICENSE TO ARRAY IN ORDER FOR ARRAY TO
CONDUCT THE COLLABORATION ONLY.
UPON THE TERMINATION OF THE COLLABORATION
AND/OR THIS AGREEMENT, ONO MAY, AT THE SOLE OPTION OF ONO, TERMINATE SUCH
SUBLICENSE TO ARRAY.
2.8
RECORDS; INSPECTION.
(A)
RECORDS.
EACH PARTY SHALL MAINTAIN RECORDS
OF THE COLLABORATION FOR EACH COLLABORATION TARGET (OR CAUSE SUCH RECORDS TO BE
MAINTAINED) IN SUFFICIENT DETAIL AND IN GOOD SCIENTIFIC MANNER AS WILL PROPERLY
REFLECT ALL WORK DONE AND RESULTS ACHIEVED IN THE PERFORMANCE OF SUCH
COLLABORATION (INCLUDING ALL DATA IN THE FORM REQUIRED UNDER ANY APPLICABLE
GOVERNMENTAL REGULATIONS AND AS DIRECTED BY THE JMC).
(B)
REPORTS AND INFORMATION EXCHANGE.
EACH
PARTY SHALL USE COMMERCIALLY REASONABLE AND DILIGENT EFFORTS TO DISCLOSE TO THE
OTHER PARTY ALL MATERIAL INFORMATION (INCLUDING ANY DOCUMENTS, DATA AND
ELECTRONIC INFORMATION RELATED THERETO) RELATING TO THE COLLABORATION, INCLUDING
WITHOUT LIMITATION ANY ACTIVE COMPOUND, PROMPTLY AFTER IT IS LEARNED OR ITS
MATERIALITY IS APPRECIATED.
EACH PARTY SHALL ALSO KEEP THE OTHER PARTY,
INCLUDING THE JOINT MANAGEMENT