|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.
Approvals), and thereafter shall use Diligent Efforts to Commercialize the Product(s) for such Indication(s) in the Ono Territory in a manner intended to maximize Net Sales in the Ono Territory as a whole. For the avoidance of doubt, a decision by Ono not to seek a new or expanded Marketing Approval for a Product in the Ono Territory based on a Declined Clinical Study or a Combination Study shall not constitute a breach by Ono of its diligence under this Section 8.1(a).
(b) Conflicts of Interest. Ono and its Affiliates shall set prices and discounts for and shall otherwise Develop and Commercialize the Products solely in the interest of the commercial success of such Products in the Ono Territory and not for the interest of any of their other products and services.
8.2 Exclusivity of Efforts. Prior to the [ * ], neither Ono or its Affiliates, nor Array or its Controlled Affiliates, shall Commercialize in the Ono Territory: (i) a product that includes, as an active pharmaceutical ingredient, an agent that is a [ * ] (other than Binimetinib), or (ii) a product that includes, as an active pharmaceutical ingredient, an agent that is a [ * ] (other than Encorafenib), or grant the right to a licensee or distributor to Commercialize in the Ono Territory any of the above described products (each a “Competing Product”). In addition, in the event that Array terminates this Agreement for Ono’s breach pursuant to Section 13.3 during the [ * ], or Ono exercises its right to terminate this Agreement “at will” pursuant to Section 13.2 during the Initial Royalty Term, then neither Ono nor its Affiliates shall Commercialize a Competing Product or grant the right to a licensee or distributor to Commercialize a Competing Product in the Ono Territory prior to the [ * ] anniversary of the date such termination takes effect. If during the [ * ], Array Commercializes a Competing Product in the Ono Territory, the royalty payment period shall terminate and Ono may continue to Commercialize the Product. If Ono Commercializes a Competing Product in the Ono Territory during [ * ], Array may immediately terminate this Agreement. As used herein, (i) “[ * ]” means a compound that [ * ], and (ii) “[ * ]” means a compound that [ * ]. For the avoidance of doubt, [ * ] and [ * ] shall not include a [ * ].
PRODUCT MANUFACTURING AND SUPPLY
(a) It is understood that Array procures supplies of Drug Substance and Drug Product (collectively, the “Materials”) from Subcontractors. Subject to the terms and conditions of this Agreement, Array shall supply, or secure supply of, Ono’s requirements for Materials for the Ono Territory pursuant to one or more supply agreements to be entered into by the Parties as set forth below.