PART OF A PORTFOLIO AND DO NOT
OPERATE BIOTECHNOLOGY OR PHARMACEUTICAL COMPANIES AS A PRIMARY LINE OF BUSINESS
(E.G., PRIVATE EQUITY FIRMS)), ACQUIRERS, ACTUAL OR POTENTIAL LICENSEES OF AMGEN
OR SUBLICENSEES HEREUNDER, OR ACTUAL OR POTENTIAL LICENSEES OF ARRAY IN
CONNECTION WITH ANY COMPOUND OR PRODUCT AFTER ANY TERMINATION OF THIS AGREEMENT,
OR CONTRACTORS USED IN THE PROGRAM, IN EACH CASE ON A NEED-TO-KNOW BASIS UNDER
CIRCUMSTANCES THAT REASONABLY ENSURE THE CONFIDENTIALITY THEREOF, OR TO THE
EXTENT REQUIRED BY LAW.
NOTWITHSTANDING THE FOREGOING, THE PARTIES SHALL AGREE
UPON A PRESS RELEASE TO ANNOUNCE THE EXECUTION OF THIS AGREEMENT, TOGETHER WITH
A CORRESPONDING QUESTION & ANSWER OUTLINE FOR USE IN RESPONDING TO INQUIRIES
ABOUT THE AGREEMENT.
EACH PARTY SHALL TO THE EXTENT CONSISTENT WITH LAW LIMIT
THE DISCLOSURE OF THE TERMS SET FORTH IN THIS AGREEMENT (SUCH AS BY REQUESTING
CONFIDENTIAL TREATMENT OF SUCH TERMS IN DOCUMENTS REQUIRED TO BE FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION).
IF ANY SUCH DISCLOSURE IS REQUIRED TO
BE MADE BY EITHER ARRAY OR AMGEN (THE "DISCLOSURE PARTY") BY LAW, THE DISCLOSURE
PARTY SHALL PROVIDE A PROPOSED DRAFT TO THE OTHER PARTY OF ANY INTENDED PRESS
RELEASES OR OTHER PUBLIC DISCLOSURE AS SOON AS PRACTICABLE AND WHEN POSSIBLE AT
LEAST TEN (10) BUSINESS DAYS IN ADVANCE OF ITS PROPOSED RELEASE.
THE OTHER
PARTY SHALL CONSIDER THE DISCLOSURE PARTY'S REQUEST TO MAKE SUCH PRESS RELEASE
OR STATEMENT AND WITHIN FIVE (5) BUSINESS DAYS OF RECEIVING SUCH PRESS RELEASE
OR STATEMENT OR SOONER IF REASONABLY REQUESTED BY THE DISCLOSURE PARTY, INDICATE
TO THE DISCLOSURE PARTY WHETHER IT REQUESTS THAT ANY CHANGES BE MADE PRIOR TO
THE RELEASE THEREOF, AND THE DISCLOSURE PARTY SHALL MAKE ANY CHANGES REASONABLY
REQUESTED BY THE OTHER PARTY PRIOR TO MAKING SUCH PRESS RELEASE OR OTHER PUBLIC
DISCLOSURE, UNLESS THE MAKING OF SUCH CHANGES WOULD, IN THE DISCLOSURE PARTY'S
REASONABLE BELIEF, PUT
THE DISCLOSURE PARTY IN VIOLATION OF A LEGAL REQUIREMENT
TO DISCLOSE A MATERIAL FACT PURSUANT TO LAW.
NOTWITHSTANDING THE FOREGOING, IF
LAW, IN THE OPINION OF COUNSEL, REQUIRES DISCLOSURE IN A TIME FRAME THAT MAKES
PRIOR DISCLOSURE BY THE DISCLOSURE PARTY TO THE OTHER PARTY IN ACCORDANCE WITH
THE FOREGOING PROCEDURES IMPRACTICAL UNDER THE CIRCUMSTANCES, THE DISCLOSURE
PARTY MAY MAKE SUCH DISCLOSURE PROVIDED THAT IT PROMPTLY PROVIDES SUCH
DISCLOSURE TO THE OTHER PARTY.
SUBSEQUENT DISCLOSURES CONSISTENT WITH PAST
DISCLOSURES SHALL, TO THE EXTENT STILL ACCURATE, BE ALLOWED IN THE USUAL COURSE
OF BUSINESS.
ARRAY WILL NOT ISSUE ANY PRESS RELEASES WITH RESPECT TO THE
PROGRESS OF OR ACTIVITIES UNDER THE PROGRAM, WITHOUT AMGEN'S PRIOR CONSENT;
WHICH WILL NOT BE UNREASONABLY WITHHELD WITH RESPECT TO A PRESS RELEASE
DISCLOSING THE ACHIEVEMENT OF [***], PROVIDED THAT, SUBJECT TO LAW, ARRAY WILL
USE REASONABLE EFFORTS TO COOPERATE WITH AMGEN AS TO THE TIMING OF SUCH RELEASE
SO THAT AMGEN HAS THE FIRST OPPORTUNITY TO ANNOUNCE SUCH EVENT AND AS TO THE
CONTENT OF SUCH DISCLOSURE.
12.2
OVERALL MANAGEMENT OF COLLABORATION.
12.2.1
JOINT STEERING COMMITTEE.
THE PARTIES SHALL ESTABLISH AN OVERALL
COMMITTEE ("JOINT STEERING