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.


Affiliate(s) Manufacture such Materials itself, or (ii) [ * ] of the purchase price paid by Array for such Materials to the extent that Array elects to have such Materials Manufactured by a Subcontractor.
9.5    Limitation; Manufacturing by Ono. Array shall (a) cooperate fully with Ono to make available for the benefit of Ono the benefits of Array’s supply agreements and/or arrangements with its Third Party suppliers of Materials, and (b) administer such agreements or arrangements diligently and pursue its rights and remedies thereunder.
9.6    Companion Diagnostics. Array shall use Diligent Efforts to make available in the Ono Territory any Companion Diagnostic developed by or on behalf of Array for use with one or more Products.
(a)        Existing Clinical Studies. It is understood that Array is contracting or has contracted with Third Parties to develop Companion Diagnostics (i) for use with Binimetinib for the treatment of NRAS melanoma and (ii) for use with Binimetinib and Encorafenib for the treatment of BRAF melanoma. The Parties shall discuss and agree on the strategy to ensure such Third Party contractor makes such Companion Diagnostics available with respect to the Development, the registration and the Commercialization of the relevant Product(s) in such Indications in countries where the relevant Product will be Commercialized. In the event such Third Party contractor(s) fails to commercialize or ceases commercialization of a Companion Diagnostic subject to this Section 9.6(a), Array shall cooperate with Ono either to obtain from such Third Party contractor(s) quantities of such Companion Diagnostic to supply Ono’s reasonable requirements for the Ono Territory or enable Ono to conclude appropriate agreements with such Third Party contractor for commercialization of such Companion Diagnostics in the Ono Territory.
(b)    Other. It is anticipated that the development of any necessary Companion Diagnostics for use with the Products will be outsourced to Subcontractor(s) by Array. The Parties shall discuss and agree on the strategy to ensure such Subcontractor makes such Companion Diagnostics available with respect to the Development, the registration and the Commercialization of the relevant Product(s) in the Ono Territory. In the event such Subcontractor(s) fails to commercialize or ceases commercialization of a Companion Diagnostic subject to this Section 9.6(b), Array shall cooperate with Ono either to obtain from such Third Party contractor(s) quantities of such Companion Diagnostic to supply Ono’s reasonable requirements at the cost charged by the Third Party contractor to Array plus any other documented out-of-pocket costs and reasonable internal costs actually incurred by Array directly in procuring such Companion Diagnostic or enable Ono to conclude appropriate agreements with such Subcontractor for commercialization of such Companion Diagnostics in the Ono Territory.
ARTICLE X    
CONFIDENTIALITY

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