SEC Filings

10-K
ARRAY BIOPHARMA INC filed this Form 10-K on 08/11/2017
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[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


ARTICLE II    
GRANT OF LICENSE
2.1    Licenses.
(a)        Development License. Subject to the terms and conditions of this Agreement, including without limitation Array’s retained rights under Section 2.1(e) below, Array hereby grants to Ono an exclusive license, with the right to grant sublicenses as provided in Section 2.2, under the Array Patents, Array Know-How and Array’s interests in the Joint Patents and Joint Know-How to Develop the Products in accordance with the Development Plan and Joint Development Plan(s) in the Ono Territory solely for purposes of obtaining Marketing Approval for use of the Product in the Field in the Ono Territory.
(b)    Manufacturing License. Subject to the terms and conditions of this Agreement, Array hereby grants to Ono a worldwide non-exclusive license under the Array Patents, Array Know-How and Array’s interests in the Joint Patents and Joint Know-How to (i) Manufacture and have Manufactured Binimetinib and Encorafenib for use in the Manufacture of Products, and (ii) Manufacture and have Manufactured Products, in each case for use in Developing and Commercializing such Products in accordance with the rights and license granted to Ono under Sections 2.1(a) and 2.1(c). The licenses granted under this Subsection 2.1(b) may be sublicensed by Ono only to its Affiliates, and then only for so long as such entities remain as Affiliates. For clarity, the licenses granted under this Subsection 2.1(b) may be extended by Ono to Third Party manufacturers for Manufacturing the Products on Ono’s behalf.
(c)         Commercialization License. Subject to the terms and conditions of this Agreement, Array hereby grants to Ono an exclusive license, with the right to grant sublicenses and appoint distributors as provided in Section 2.2, under the Array Patents, Array Know-How and Array’s interests in the Joint Patents and Joint Know-How to Commercialize the Products in the Field in the Ono Territory.
(d)    Certain Clarifications. For clarity, it is understood that the foregoing licenses do not include the right to modify Binimetinib or Encorafenib and Ono agrees that it shall not, and shall ensure that its Affiliates, Sublicensees and any other Third Parties to whom it provides Products, Binimetinib or Encorafenib, do not, modify or make improvements to Binimetinib or Encorafenib.
(e)     Array Retained Rights. Except for the rights and licenses expressly granted to Ono in this Agreement, Array retains all rights under the Array Patents and Array Know-How, including its interest in the Joint Patent and Joint Know-How. Without limiting the foregoing and notwithstanding the exclusive license granted to Ono under Section 2.1(a) above, Array retains

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