SEC Filings

10-K
ARRAY BIOPHARMA INC filed this Form 10-K on 08/11/2017
Entire Document
 
[ * ] = 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.


10.8    Prior Non-Disclosure Agreements. Upon execution of this Agreement, the terms of this Article 10 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the Parties, including the Confidentiality Agreement between the Parties dated August 26, 2016. Any information disclosed under such prior agreements shall be deemed disclosed under this Agreement.
ARTICLE XI    

PATENT PROSECUTION AND ENFORCEMENT
11.1    Ownership of Inventions.
(a)         Title to all know-how, inventions and other intellectual property made solely by Ono personnel (or that of any Affiliate) in connection with this Agreement shall be owned by Ono (or its respective Affiliate).
(b)    Title to all know-how, inventions and other intellectual property made solely by Array personnel (or that of any Affiliate) in connection with this Agreement shall be owned by Array (or its respective Affiliate).
(c)         Title to all know-how, inventions and other intellectual property made jointly by personnel of Array (or that of any Affiliate) and Ono (or that of any Affiliate) in connection with this Agreement shall be jointly owned by Array (or its respective Affiliate) and Ono (or its respective Affiliate).
(d)     Except to the extent any jointly-owned inventions or intellectual property are included in subject matter licensed by one Party to the other Party under this Agreement, each Party may only practice any such jointly-owned inventions or intellectual property for its own internal purposes, and neither Party shall have the right to enforce, license, or assign such jointly-owned inventions or intellectual property, without the prior written consent of the other Party. The filing, prosecution and enforcement of Joint Patents is described in Section 11.2(b) below. With respect to the filing, prosecution and enforcement of all other Patents directed to inventions made jointly by personnel of Array (or that of any Affiliate) and Ono (or that of any Affiliate) in connection with this Agreement that are not Joint Inventions relating to Binimetinib and Encorafenib and/or Products, the Parties shall consult with one another and mutually agree upon such actions.
11.2    Prosecution and Maintenance of Array Patents and Joint Patents.
(a)         Prosecution of Array Patents. As between Ono and Array, Array shall, have responsibility for the filing, prosecution and maintenance of all Array Patents in the Ono Territory at Array’s sole cost and expense. Array agrees to keep Ono generally informed as to the

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