|ARRAY BIOPHARMA INC filed this Form 10-K on 08/11/2017|
[ * ] = 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.
3.2 Joint Commercial Committee.
(a) Establishment. At the appropriate timing determined by the Parties, but no less than one (1) year prior to expected approval of the Product in the Ono Territory, Ono and Array shall establish a joint commercial committee (“Joint Commercial Committee” or “JCC”).
(b) Duties. The JCC shall:
(i) review the Commercialization Plan (including any substantive amendments and updates thereto);
(ii) review the commercialization plan and marketing strategy of Array in the Array Territory;
(iii) serve as the first forum for discussing disputes or disagreements resulting from, arising out of or in relation to the Commercialization of the Product in the Ono Territory; and
(i) have such other responsibilities as may be assigned to the JCC pursuant to this Agreement or as may be mutually agreed upon by the Parties in writing from time to time.
3.3 Committee Membership. The JDRC and JCC (each, a “Committee”) shall each be composed of an equal number of representatives from each of Ono and Array, selected by such Party. Unless the Parties otherwise agree, the exact number of representatives for each of Ono and Array shall be: (a) with respect to the JDRC, four (4) representatives drawn from the ranks of senior directors or employees of each Party having appropriate expertise in the area of the Development and possessing authority to make decisions on behalf of the Party they represent; and (b) with respect to the JCC, three (3) representatives drawn from the ranks of senior directors or employees of each Party having appropriate expertise in the area of the Commercialization and at least one (1) of whom shall be at a level which allows him/her to make decisions on behalf of the Party they represent. Either Party may replace its respective Committee representatives at any time with prior written notice to the other Party; provided that the criteria for composition of each Committee set forth in the preceding sentence continues to be satisfied following any such replacement of a Party’s representative on any such Committee. An alternate member designated by a Party may serve temporarily in the absence of a member each of the JDRC or JCC for such Party. Each Party may invite its employees involved in each of the Development or the Commercialization of the Product for each of JDRC meeting or JCC meeting with the prior notice to the other Party. Each Party shall designate one of their members each of the JDRC or the JCC to be a co-chairperson. The JDRC shall be co-chaired by one (1) representative selected by Array and one (1) representative selected by Ono (the “JDRC Chairpersons”). The JCC shall be co-chaired by one (1) representative selected by Array and one (1) representative selected by Ono (the “JCC