AMGEN RESEARCH QUANTITIES OF THE
ACTIVE PHARMACEUTICAL INGREDIENT OF ARRY-403 AND INTERMEDIATES FOR THE SYNTHESIS
OF ARRY-403.
IF REQUESTED BY AMGEN IN WRITING [***], ARRAY SHALL TRANSFER TO
AMGEN OR ITS DESIGNEE ALL QUANTITIES OF INTERMEDIATES AND STARTING MATERIALS FOR
THE MANUFACTURE OF BULK ARRY-403 THAT ARE OWNED BY ARRAY AS OF THE EFFECTIVE
DATE ("INTERMEDIATES"), AND IN SUCH EVENT [***].
IF AMGEN DOES NOT NOTIFY ARRAY
IN WRITING THAT AMGEN WISHES ARRAY TO TRANSFER THE INTERMEDIATES, THEN ARRAY
SHALL HAVE NO OBLIGATION TO PROVIDE THE INTERMEDIATES TO AMGEN AND MAY DISPOSE
OF THE INTERMEDIATES IN ITS DISCRETION.
IF, AFTER THE TRANSFER OF MANUFACTURING
TECHNOLOGY TO AMGEN AS PROVIDED HEREIN, AMGEN IS UNSUCCESSFUL IN MANUFACTURING A
BATCH OF THE ARRY-403 ACTIVE PHARMACEUTICAL INGREDIENT ("API"), ARRAY AGREES,
UPON WRITTEN REQUEST OF AMGEN PRIOR TO INITIATION OF THE FIRST PHASE II CLINICAL
TRIAL OF ARRY-403, TO MANUFACTURE (OR HAVE MANUFACTURED) FOR AMGEN UP TO 1.5
KILOGRAMS OF API, AT AMGEN'S EXPENSE.
2.4.3
ADDITIONAL TRANSFERS.
DURING THE DISCOVERY PROGRAM TERM
AND [***], UPON REQUEST OF AMGEN OR AS DETERMINED BY THE JRC, ARRAY WILL
TRANSFER TO AMGEN SUCH ADDITIONAL ARRAY TECHNOLOGY AND REASONABLE QUANTITIES OF
RELATED MATERIALS AS ARE IN ARRAY'S POSSESSION AND CONTROL AND ARE REASONABLY
NECESSARY OR DIRECTLY USEFUL FOR AMGEN TO DISCOVER, RESEARCH, DEVELOP,
MANUFACTURE, HAVE MANUFACTURED, USE, SELL AND OTHERWISE COMMERCIALIZE COMPOUNDS
AND PRODUCTS, AND THEREAFTER ARRAY WILL REASONABLY COOPERATE AS AMGEN MAY FROM
TIME TO TIME REQUEST TO TRANSFER SUCH ADDITIONAL ARRAY TECHNOLOGY (I.E., THAT
WAS IN ARRAY'S POSSESSION AND CONTROL DURING THE DISCOVERY PROGRAM TERM OR
[***]).
2.4.4
INFORMATION.
FOR TRANSFERS OF INFORMATION UNDER THIS
SECTION 2.4, (I) SUCH INFORMATION WITHIN THE ARRAY TECHNOLOGY WILL BE PROVIDED
IN SUFFICIENT FORM AND DETAIL TO PERMIT AMGEN TO USE AND/OR PRACTICE SUCH
TECHNOLOGY, TO THE EXTENT THAT ARRAY HAS SUCH INFORMATION (OR CAN EASILY
GENERATE SUCH INFORMATION) IN SUCH FORM AND DETAIL, AND (II) ARRAY WILL MAKE
PERSONS WHO ARE KNOWLEDGEABLE ABOUT THE ARRAY TECHNOLOGY AND RELATED MATERIALS
REASONABLY AVAILABLE TO AMGEN TO PROVIDE TO AMGEN CONTEXT OR OTHER USEFUL
INFORMATION RELATING THERETO FOR AMGEN'S USE IN CONNECTION WITH THE USE AND/OR
PRACTICE OF SUCH TECHNOLOGY, AS REASONABLY REQUESTED BY AMGEN.
2.4.5
COLLABORATION TRANSFERS.
DURING THE DISCOVERY PROGRAM
TERM, THE PARTIES WILL COOPERATE IN THE TRANSFER OF COLLABORATION TECHNOLOGY AND
RELATED MATERIALS AS ARE REASONABLY NECESSARY OR DIRECTLY USEFUL FOR EACH PARTY
TO CONDUCT ITS ACTIVITIES UNDER THE DISCOVERY PLAN OR AS OTHERWISE DETERMINED BY
THE JRC.
2.4.6
NON-TRANSFERRED TECHNOLOGY.
ARRAY HAS TWO [***] REFERRED
TO BY ARRAY AS (I) [***] AND (II) [***].
ARRAY AGREES TO USE SUCH [***] FOR THE
BENEFIT OF THE PROGRAM IN THE PERFORMANCE OF ITS ACTIVITIES UNDER THE DISCOVERY
PLAN, IF SO CONTEMPLATED IN THE DISCOVERY PLAN, BUT ARRAY SHALL NOT HAVE ANY
OBLIGATION TO TRANSFER TO AMGEN EITHER OF SUCH [***] HEREUNDER AND AMGEN
RECEIVES NO LICENSE TO SUCH [***] UNDER THIS AGREEMENT.
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[ * ] = Confidential treatment of certain confidential information contained in
this document, marked by