|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.
the Array Territory shall be in the sole control of Array, and (ii) on any internet page or web site operated by Ono in the Ono Territory, subject to the terms of this Agreement, shall be in the sole control of Ono, and therefore Ono and Array, respectively, shall be responsible for any damage caused to the Product Trademarks as a result of their use of the Product Trademarks on any internet page or web site in their respective territories.
TERM AND TERMINATION
13.1 Term. This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to this Article 13, shall continue in full force and effect, on a Product-by-Product and country-by-country basis until the Secondary Royalty Term with respect to such Product expires, at which time this Agreement shall expire in its entirety with respect to such Product in such country. Upon expiration of this Agreement, the licenses granted to Ono under Section 2.1 shall become non-exclusive, fully paid-up, irrevocable, perpetual, royalty free licenses, with sublicensing rights, to Develop, Manufacture, and/or Commercialize the Products in the Ono Territory. From and after the expiration of this Agreement, Ono shall have the exclusive, fully paid up, royalty-free right to use (i) Product Trademarks assigned to Ono under Section 12.2, and (ii) those Domain Names licensed to Ono under Section 12.6, in each case solely for purposes of, and to the extent necessary, for Ono to continue to Commercialize the Products in the Field in the Ono Territory.
13.2 Termination by Ono without Cause. Commencing on the later of (i) [ * ] of the First Commercial Sale of the Binimetinib Product in the Ono Territory, or (ii) [ * ] of the First Commercial Sale of the Encorafenib Product in the Ono Territory, Ono shall have the right to terminate this Agreement, for any reasons by giving [ * ] advance written notice to Array which shall be accompanied by the rationale for such termination.
13.3 Termination for Material Breach. Either Party may terminate this Agreement in its entirety in the event the other Party shall have materially breached or defaulted in the performance of any of its material obligations hereunder, and such default shall have continued for ninety (90) days (or with respect to any breach of any payment obligations, for sixty (60) days) after written notice thereof was provided to the breaching Party by the non‑breaching Party. Any such termination shall become effective at the end of such ninety (90) day period (or sixty (60) day period with respect to any failure to pay) unless the breaching Party has cured any such breach or default prior to the expiration of the applicable cure period. Exercising the right to terminate this Agreement by a Party pursuant to this Section 13.3 shall not preclude a claim or a compensation for damages on the other Party.
13.4 Termination for Bankruptcy. Either Party shall have the right to terminate this Agreement upon written notice to the other Party: (a) if such other Party is declared insolvent or bankrupt by a