CONFIRM IN WRITING TO
AZ WHETHER OR NOT IT WISHES TO [ * ] WITHIN [ * ]OF NOTIFICATION [ * ] BY AZ.
12.4.3
CERTAIN ADDITIONAL MATTERS ON CHANGE OF CONTROL OF
ARRAY.
IN THE EVENT (I) ARRAY ASSIGNS THIS AGREEMENT TO AN ENTITY THAT ACQUIRES
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF ARRAY, AND SUCH ENTITY IS
A [ * ], OR (II) ARRAY MERGES OR CONSOLIDATES OR ENTERS INTO A SIMILAR
TRANSACTION WITH SUCH A [ * ] ENTITY IN WHICH SUCH ENTITY BECOMES AN AFFILIATE
OF ARRAY (EACH SUCH EVENT, A "CHANGE OF CONTROL"), THEN THE FOLLOWING SHALL
APPLY:
(A)
SUBJECT TO SECTION 11.6.1 AND 11.6.2, AZ
MAY TERMINATE THIS AGREEMENT, UPON [ * ] NOTICE, PROVIDED THAT AZ SO TERMINATES
WITHIN [ * ] AFTER THE OCCURRENCE OF OR AZ'S RECEIPT OF NOTICE OF SUCH CHANGE OF
CONTROL, WHICHEVER IS LATER.
ARRAY SHALL PROVIDE NOTICE TO AZ WITHIN [ * ]
AFTER THE EVENT OF ANY CHANGE OF CONTROL.
(B)
IF AZ DOES NOT TERMINATE THIS AGREEMENT UPON
A CHANGE OF CONTROL OF ARRAY, THEN SECTIONS 3.2, 4.1 AND AZ'S OBLIGATIONS UNDER
SECTION 2.4 SHALL TERMINATE AND ONE OF THE FOLLOWING SHALL APPLY:
(I)
IF THE CHANGE OF CONTROL OCCURS PRIOR TO THE END OF THE RESEARCH
TERM, AZ SHALL HAVE THE OPTION TO CONTINUE THE RESEARCH PROGRAM AND/OR THE
PROCESS PROGRAM WITH AZ PERSONNEL OR THE PERSONNEL OF ITS AFFILIATES OR
SUBCONTRACTORS UNTIL THE EARLIER OF (I) THE END OF THE THEN-CURRENT RESEARCH
TERM PLUS A PERIOD OF [ * ], OR (II) SELECTION BY AZ OF [ * ] CANDIDATE DRUGS IN
ADDITION
50
TO ARRY-142886.
IN THE EVENT AZ EXERCISES SUCH OPTION, AZ SHALL AMEND THE
RESEARCH PLAN TO REFLECT SUCH TRANSFER AND THE ACTIVITIES TO BE CONDUCTED BY AZ
THEREAFTER, AND ARRAY SHALL COOPERATE FULLY WITH AZ TO PROVIDE AZ WITH ALL SUCH
COLLABORATION TECHNOLOGY AND ARRAY EXISTING TECHNOLOGY AND EXISTING MATERIAL AS
IS NECESSARY FOR AZ TO IDENTIFY AND SELECT CANDIDATE DRUGS.
IN ADDITION, AZ'S
OBLIGATION TO [ * ] FOR CANDIDATE DRUGS SELECTED AFTER THE CHANGE OF CONTROL
SHALL TERMINATE AS SHALL ITS OBLIGATIONS TO MEET ANY FUTURE FTE PAYMENTS UNDER
SECTION 6.2.1, AND AZ SHALL REIMBURSE ARRAY'S REASONABLE OUT-OF-POCKET COSTS FOR
SUCH COOPERATION AND PROVISION OF TECHNOLOGY AND MATERIAL.
IN ADDITION, DURING
THE TERM SET FORTH IN THIS SECTION 12.4.3(B)(I), ARRAY SHALL DEVELOP FOR USE
OUTSIDE THE FIELD ONLY THOSE COMPOUNDS (Y) THAT ARRAY HAS DEMONSTRATED DO NOT
MEET THE 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
CHANGE OF CONTROL, BUT THAT WERE REJECTED 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.
(II)
IF THE CHANGE OF CONTROL OCCURS PRIOR TO THE END OF THE RESEARCH
TERM, AZ MAY CONTINUE THE RESEARCH PROGRAM AND/OR THE PROCESS PROGRAM WITH ARRAY
AS