EXHIBIT 10.1

[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

COLLABORATION AND LICENSE AGREEMENT

THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made effective as of the 13th day of December, 2009 (“Effective Date”) by and between Array BioPharma Inc., a Delaware corporation, and Amgen Inc., a Delaware corporation.  Each of Array BioPharma Inc. and Amgen Inc. is sometimes referred to herein as a “Party” or, collectively, as the “Parties.”

RECITALS

A.                                 Array owns certain intellectual property rights and know-how with respect to that certain chemical compound designated as ARRY-403 and similar compounds, and believes that ARRY-403 has the potential to become a diabetes therapeutic with significant worldwide annual sales.

B.                                  The Parties are interested in collaborating to identify, develop and commercialize ARRY-403 and similar compounds for the treatment of diabetes and other diseases.

Now, therefore, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I - DEFINITIONS

The following terms shall have the following meanings as used in this Agreement:

1.1                            “403 Bioequivalence Trial” shall have the meaning described in Section 3.2.1.

1.2                            “403 MAD” shall have the meaning described in Section 3.2.1.

1.3                            “403 SAD” shall have the meaning described in Section 3.2.1.

1.4                            “Abandoned Product” shall have the meaning described in Section 11.5.5.

1.5                            “Acquirer IP” shall have the meaning described in Section 5.4.

1.6                            “Affiliate” shall mean any corporation or other entity which is directly or indirectly controlling, controlled by or under common control with a Party hereto for so long as such control exists.  For the purposes of this Section 1.2, “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding shares or other voting rights of the subject entity having the power to vote on or direct affairs of the entity, or if not meeting the preceding, the maximum voting right that may be held by the particular Party under the Law of the country where such entity exists.

1.7                            “Affiliating Party” shall have the meaning described in Section 5.4.

1.8                            “Amgen” shall mean Amgen Inc. and any of its Affiliates.

1.9                            “Amgen Abandoned Product Technology” shall mean, subject to Section 5.4.1 or 5.4.3, as applicable, all Information and Patents that meet the criteria of each of the following clauses: (i) are Controlled by Amgen as of the effective date of termination of this Agreement by Array pursuant to Section 11.2 for Amgen’s material breach, by Amgen pursuant to Section 11.3 or by Array pursuant to Section 11.4, [***].  Notwithstanding anything herein to the contrary, Amgen Abandoned Product Technology excludes Excluded Technology.

1.10                    “Amgen Indemnitees” shall have the meaning described in Section 10.4.2.

1.11                    “Amgen Know-How” shall mean, subject to Section 5.4.1 or 5.4.3, as applicable, (i) all Information Controlled by Amgen as of the Effective Date that is reasonably necessary or useful for the Parties to conduct their respective activities under the Discovery Program and Global Development Plan, (ii) Amgen’s interest in Information within the Collaboration Technology, and (iii) any other Information Controlled by Amgen during the term of this Agreement that is reasonably necessary or directly useful for the conduct of the Discovery Program; provided, however, that with respect to Information licensed by Amgen from Third Parties that is within the foregoing clause (iii), and not clause (i) or (ii), such Information shall not be included within the Amgen Know-How for purposes of the licenses to Array hereunder, except with respect to performance of activities under the license set forth in Section 5.2 using technology provided by Amgen, unless and until Array agrees with Amgen in writing to assume such payment obligations as they relate to Compounds and Products.  Amgen agrees to provide information regarding such payments (if any) to Third Parties upon Array’s request.  Notwithstanding anything herein to the contrary, Amgen Know-How excludes published Amgen Patents.

1.12                    “Amgen Patents” shall mean, subject to Section 5.4.1 or 5.4.3, as applicable, (i) all Patents Controlled by Amgen as of the Effective Date that are reasonably necessary or useful for the Parties to conduct their respective activities under the Discovery Program and Global Development Plan, (ii) Amgen’s interest in Patents claiming Collaboration Technology, and (iii) any other Patents Controlled by Amgen during the term of this Agreement that are reasonably necessary or directly useful for the conduct of the Discovery Program; provided, however, that with respect to Patents licensed by Amgen from Third Parties that are within the foregoing clause (iii), and not clause (i) or (ii), such Patents shall not be included within the Amgen Patents for purposes of the licenses to Array hereunder unless and until Array agrees with Amgen in writing to assume such payment obligations as they relate to Compounds and Products.  Amgen agrees to provide information regarding such payments (if any) to Third Parties upon Array’s request.

1.13                    “Amgen Retained Compounds” shall mean (i) all compounds Controlled or possessed by Amgen as of the Effective Date, (ii) all compounds[***], and (iii) all compounds [***].

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.14                    “Amgen Retained Compound Derivative” shall mean any compound that is not an Amgen Retained Compound but is a [***].

1.15                    “Amgen Technology” shall mean Amgen Patents and Amgen Know-How, subject to Section 5.4.1 or 5.4.3, as applicable, but shall exclude Excluded Technology.

1.16                    “API” shall have the meaning described in Section 2.4.2 hereof.

1.17                    “Array” shall mean Array BioPharma Inc. and any of its Affiliates.

1.18                    “Array Indemnitees” shall have the meaning described in Section 10.4.1 hereof.

1.19                    “Array Know-How” shall mean, subject to Section 5.4.1 or 5.4.3, as applicable, (i) all Information Controlled by Array as of the Effective Date that is reasonably necessary or useful for the Parties to conduct their respective activities under the Discovery Program and Global Development Plan and for Amgen to discover, research, develop, make, have made, use, import, offer to sell, sell and otherwise exploit Compounds or Products, (ii) Array’s interest in Information within the Collaboration Technology, and (iii) any other Information Controlled by Array during the term of this Agreement that is (A) reasonably necessary or directly useful for the discovery, research, development, manufacture, use or sale of Compounds or Products, including the ARRY-403 Product as manufactured and formulated by Array as of the Effective Date, or (B) that is reasonably necessary or directly useful for the conduct of the Discovery Program; provided, however, that with respect to Information licensed by Array from Third Parties that is within the foregoing clause (iii), and not clause (i) or (ii), such Information shall not be included within the Array Know-How for purposes of the licenses to Amgen hereunder unless and until Amgen agrees with Array in writing to assume such payment obligations as they relate to Compounds and Products.  Array agrees to provide information regarding such payments (if any) to Third Parties upon Amgen’s request.  Notwithstanding anything herein to the contrary, Array Know-How excludes published Array Patents.

1.20                    “Array Patents” shall mean, subject to Section 5.4.1 or 5.4.3, as applicable, (i) all Patents Controlled by Array as of the Effective Date that are reasonably necessary or useful for the Parties to conduct their respective activities under the Discovery Program and Global Development Plan and for Amgen to discover, research, develop, make, have made, use, import, offer to sell, sell and otherwise exploit Compounds or Products, (ii) Array’s interest in Patents claiming Collaboration Technology, and (iii) any other Patents Controlled by Array during the term of this Agreement that are (A) reasonably necessary or directly useful for the discovery, research, development, manufacture, use or sale of Compounds or Products, including the ARRY-403 Product as manufactured and formulated by Array as of the Effective Date (and in any event shall include Patents that claim the composition of matter or use of a Compound), or (B) that are reasonably necessary or directly useful for the conduct of the Discovery Program; provided, however, that with respect to Patents licensed by Array from Third Parties that are within the foregoing clause (iii), and

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

not clause (i) or (ii), such Patents shall not be included within the Array Patents for purposes of the licenses to Amgen hereunder unless and until Amgen agrees with Array in writing to assume such payment obligations as they relate to Compounds and Products.  Array agrees to provide information regarding such payments (if any) to Third Parties upon Amgen’s request.

1.21                    “Array Technology” shall mean Array Patents and Array Know-How, subject to Section 5.4.1 or 5.4.3, as applicable, but shall exclude Excluded Technology.

1.22                    “ARRY-403” shall mean Array’s proprietary small molecule compound known as ARRY-403.

1.23                    “ARRY-403 Inventory” shall have the meaning described in Section 2.4.2 hereof.

1.24                    “ARRY-403 Inventory Letter” shall have the meaning described in Section 10.2(f) hereof.

1.25                    “ARRY 403 Tablets” shall have the meaning described in Section 2.4.2 hereof.

1.26                    “Business Day” shall mean, whether capitalized or not capitalized in this Agreement, a calendar day on which both Parties are generally open for business (i.e., weekdays other than national or state holidays or formal company-specific holidays, including Amgen’s voluntary shut downs).

1.27                    “Change of Control” shall mean: (i) the acquisition, directly or indirectly, by any person, entity or “group” (within meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by means of a transaction or series of related transactions, of (a) beneficial ownership of fifty percent (50%) or more of the outstanding Voting Securities of a Party (or the surviving entity, as applicable, whether by merger, consolidation, reorganization, tender offer or other similar means), or (b) all, or substantially all, of the assets of a Party and its Affiliates; or (ii) any consolidation or merger of a Party with or into any Third Party, or any other corporate reorganization involving a Third Party, in which those persons or entities that are stockholders of the Party immediately prior to such consolidation, merger or reorganization (or prior to any series of related transactions leading up to such event) own fifty percent (50%) or less of the surviving entity’s voting power immediately after such consolidation, merger or reorganization.

1.28                    “Clinical Candidate” shall mean a Compound selected for clinical development in accordance with Section 2.6 below.

1.29                    “Clinical Candidate Criteria” shall mean (i) the initial criteria to be established as described in Section 2.6, below, or (ii) such other written criteria as are approved by the JRC.

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.30                    “Collaboration Technology” shall mean all Information invented, discovered or created solely or jointly by employees, agents or consultants of Amgen and/or Array in the course of performing their respective activities after the Effective Date in the Discovery Program.

1.31                    “Combination Product” shall mean a Product that is a pharmaceutical preparation incorporating two or more therapeutically active ingredients, including at least one that is not a Compound, as its main active ingredients.  Notwithstanding the foregoing, drug delivery vehicles, adjuvants, and excipients shall not be deemed to be “therapeutically active ingredients,” and their presence shall not be deemed to create a Combination Product.

1.32                    “Commercially Reasonable Efforts” shall mean, with respect to activities of a Party related to the Program, the active and diligent efforts and resources typically used by that Party (or, if a Party does not engage in that activity for other products or compounds, by biotechnology and/or pharmaceutical companies that are similar in size and financial resources to such Party) in the conduct of such activities with respect to products of comparable market potential, taking into account all relevant factors including, as applicable, stage of development, efficacy and safety relative to competitive products in the marketplace, actual or anticipated governmental approved labeling, the nature and extent of market exclusivity (including patent coverage and regulatory exclusivity), cost and likelihood of obtaining Marketing Approval, and actual or projected profitability.  For purposes of clarity, Commercially Reasonable Efforts will be determined on a market-by-market basis within the Territory, and it is anticipated that the level of effort may be different for different markets and may change over time, reflecting changes in the status of Product and the market(s) involved.

1.33                    “Composition Patents” shall mean Array Patents that claim composition of matter of any Compounds, including the Patents set forth on Exhibit 10.2(a).

1.34                    “Compound” shall mean (i) ARRY-403, (ii) all small molecules tested for glucokinase activation by Array prior to the Effective Date, or made and tested by Array in the course of the Discovery Program, which show or showed some activity as activators of glucokinase in such testing (but, for clarity, excluding intermediates of such compounds that were not themselves tested and molecules that were tested but did not show activity as activators of glucokinase), (iii) any other small molecule that binds to and activates glucokinase and [***],[***], or (iv) any other small molecule that, as its primary and intended mechanism of action for therapeutic effect (intended by the Party, its Affiliate or Third Party researching, developing or commercializing such small molecule), binds to and activates glucokinase.  For clarity, clause (iv) of this Section shall not include small molecules generated or identified in programs outside the Program where the intended mechanism of action for molecules that are the subject of such program is modulation of a target other than binding to and activation of glucokinase.  The Parties acknowledge that it is in neither Party’s interest to have the criteria in clause (iii) of this Section set too low and agree, upon request of either Party after Amgen has had a reasonable time to become familiar with the assay referenced

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

therein, to discuss in good faith whether it would be appropriate to increase the activity specified in clause (iii), and if they mutually agree to a change, to amend this Section accordingly.

1.35                    “Contractors” shall mean Third Party contractors or service providers that perform work on behalf of a Party or its Affiliate (e.g., contract research organizations, laboratory service providers).

1.36                    “Control,” “Controls,” “Controlled” or “Controlling” shall mean possession of the ability to grant the licenses or sublicenses or to transfer Materials as provided herein without violating the terms of any agreement or other arrangements with any Third Party.  If the granting of a license or sublicense or the transfer of Materials would violate the terms of any agreement or other arrangements with any Third Party, the Party (or Party’s Affiliate) making such grant or transfer shall make such grant or transfer to the extent permissible.

1.37                    “Co-Promoted Product” shall have the meaning described in Section 7.2 hereof.

1.38                    “Co-Promotion Costs” shall have the meaning described in Section 7.2.7 hereof.

1.39                    “Co-Promotion Option” shall have the meaning described in Section 7.2 hereof.

1.40                    “Co-Promotion Percentage” shall have the meaning described in Section 7.2.1 hereof.

1.41                    “Co-Promotion Plan” shall have the meaning described in Section 7.2.3 hereof.

1.42                    “Creditable Percentage” shall have the meaning described in Section 6.11.1 hereof.

1.43                    “Disclosure Party” shall have the meaning described in Section 12.1 hereof.

1.44                    “Discovery Plan” shall have the meaning described in Section 2.3 hereof.

1.45                    “Discovery Program” shall mean the research, discovery, characterization, optimization and pre-clinical development of small molecule pharmaceutical products, the mechanism of action of which is the binding and activation of glucokinase, during the Discovery Program Term in accordance with the Discovery Plan.

1.46                    “Discovery Program Term” shall have the meaning described in Section 2.8 below.

1.47                    “Distracted Party” shall mean the Party involved in a Distracting Transaction.

1.48                    “Distracting Product” shall mean (i) a product [***] or (ii) a compound or product which [***].

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.49                    “Distracting Program” shall mean the research, development, manufacture or commercialization of any Distracting Product.

1.50                    “Distracting Transaction” shall mean any transaction entered into by a Party or its Affiliates after the Effective Date whereby a Third Party that is engaged in a Distracting Program becomes an Affiliate of such Party.

1.51                    “Divest” shall mean, with respect to any Distracting Program, the transfer of substantially all of the right, title and interest in and to such Distracting Program, including technology, intellectual property and other assets materially relating thereto, to an independent Third Party, whether by sale, assignment, exclusive license or a combination thereof, without the retention or reservation of any rights or interest (other than solely an economic interest and/or customary residual interest as owner of licensed intellectual property) in such Distracting Program by the applicable Party Divesting such Distracting Program or its Affiliates.

1.52                    “Effective Date” shall mean the date first written above.

1.53                    “Excluded Technology” shall mean Information or Materials, other than Compounds, acquired or created by a Party or its Affiliates after the Discovery Program Term that [***].

1.54                    “FDA” shall mean, with respect to the United States, the U.S. Food and Drug Administration, any successor entity thereto, or any equivalent foreign regulatory authority(ies) in the particular country of the Territory.

1.55                    “Field” shall mean all uses, including therapeutic, diagnostic, prophylactic and palliative purposes.

1.56                    “First Commercial Sale” shall have the meaning described in Section 6.3.3(e) hereof.

1.57                    “First Right Patents” shall have the meaning described in Section 8.2.1 hereof.

1.58                    “FTE” shall mean a full-time person dedicated to the Discovery Program, or in the case of less than a full-time dedicated person, a full-time, equivalent person year, [***] in connection with the Discovery Program.

1.59                    “Generic Product” shall have the meaning described in Section 6.11.2 hereof.

1.60                    “Global Development Plan” shall mean the workplan with respect to the development of a Product as set forth in Section 3.3.

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.61                    “Global Development Program” shall have the meaning described in Section 3.2 hereof.

1.62                    “IND” shall mean an investigational new drug application filed with the FDA as more fully defined in 21 C.F.R. § 312.3 or its equivalent in any country.

1.63                    “Initial IND” shall have the meaning described in Section 3.2.1 hereof.

1.64                    “Indemnified Party” shall have the meaning described in Section 10.4.3 hereof.

1.65                    “Indemnifying Party” shall have the meaning described in Section 10.4.3 hereof.

1.66                    “Industry Buyer” shall have the meaning described in Section 11.7.

1.67                    “Information” shall mean techniques, information, technology, practices, trade secrets, inventions (whether patentable or not), methods, processes, knowledge, know-how, conclusions, skill, experience, test data and results (including pharmacological, toxicological, manufacturing, and clinical test data and results), analytical and quality control data, results or descriptions, software and algorithms, including works of authorship and copyrights, screens, models, marketing, pricing, distribution, costs, and sales data, manufacturing information, and patent and legal data or descriptions (to the extent that disclosure thereof would not result in loss or waiver of privilege or similar protection).  As used herein, “clinical test data” shall be deemed to include all information related to the clinical or preclinical testing of a Compound or Product, including patient report forms, investigators’ reports, biostatistical, pharmaco-economic and other related analyses, and the like.  Information shall not include Materials.

1.68                    “Joint Commercialization Committee” (or “JCC”) shall mean the committee established under Section 7.2.2(a).

1.69                    “Joint Development Committee” (or “JDC”) shall mean the committee established under Section 3.1.1.

1.70                    “Joint Know-How” shall mean Information invented, discovered or created within the Discovery Program or within the collaboration jointly by Array or its agents, on the one hand, and Amgen or its agents, on the other hand.

1.71                    “Joint Patents” shall mean Patents that claim inventions within Joint Know-How that are invented jointly by Array or its agents, on the one hand, and Amgen or its agents, on the other hand.

1.72                    “Joint Research Committee” (or “JRC”) shall mean the committee established under Section 2.2.

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.73                    “Joint Steering Committee” (or “JSC”) shall mean the committee established under Section 12.2.

1.74                    “Joint Technology” shall mean Joint Patents and Joint Know-How.

1.75                    “Law” shall mean, individually and collectively, any federal, state, local, national and supra-national laws, treaties, statutes, ordinances, rules and regulations, including any rules, regulations, guidance, guidelines or requirements having the binding effect of law of national securities exchanges or securities listing organizations, governmental authorities, courts, tribunals, agencies other than governmental authorities, legislative bodies and commissions that are in effect from time to time during the Term and applicable to a particular activity hereunder.

1.76                    “Licensed Technology” shall mean Array Technology, Amgen Technology and Collaboration Technology.

1.77                    “Losses” shall have the meaning described in Section 10.4.1 hereof.

1.78                    “Major European Country” shall mean France, Germany, Italy, Spain or the United Kingdom.

1.79                    “Marketing Approval” shall mean all approvals, licenses, registrations or authorizations of any federal, state or local regulatory agency, department, bureau or other governmental entity, necessary for the manufacturing, use, storage, import, transport and sale of Products in a regulatory jurisdiction.  For countries outside the United States where governmental approval is required for pricing or reimbursement for the Product to be reimbursed by national health insurance, “Marketing Approval” shall not be deemed to occur until such pricing or reimbursement approval is obtained unless such approval for pricing or reimbursement is not required prior to making commercial sale of the Product in such country and Amgen otherwise obtains Marketing Approval and initiates commercial sale of the Product in such country prior to receipt of such pricing or reimbursement approval.

1.80                    “Marketing Approval Application” or “MAA” shall mean a New Drug Application (as defined in 21 C.F.R. § 314.50 et. seq.), or a comparable filing for Marketing Approval (not including pricing or reimbursement approval) in a country, in each case with respect to a Product in the Territory.

1.81                    “Materials” shall mean tangible materials, including biological compounds, chemical compounds, intermediates, assays, screens, animal models, and reagents.

1.82                    “Milestone” shall mean a milestone described in Section 6.3.

1.83                    “Net Sales” shall mean the gross invoice price by Amgen or its Sublicensees, as the case may be, for all Products sold by Amgen or its Sublicensees (“Selling Party”), under this

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Agreement in arm’s length sales to Third Parties less the following deductions determined in accordance with U.S. generally accepted accounting principles, consistently applied:

(a)       trade, prompt payment, quantity, and cash discounts;

(b)      credits, rebates, allowances and chargebacks (including those to managed-care entities and government agencies), and allowances and credits to customers on account of rejection, returns (including wholesaler and retailer returns), and retroactive price reductions affecting such Product;

(c)       an amount equal [***] (which amount is in lieu of any deduction of actual amounts attributable to bad debt, freight or other transportation charges, insurance charges, and additional special packaging);

(d)      fees paid to distributors, selling agents (excluding any sales representatives of a Party or any of its Affiliates), group purchasing organizations and managed care entities; and

(e)       sales (such as VAT or its equivalent) and excise taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities and any other governmental charges imposed upon the sale of such Product to Third Parties.

Sales among Amgen Inc., its Affiliates and/or Sublicensees shall be excluded from the computation of Net Sales, and no royalties will be payable on such sales except where such Affiliates or Sublicensees are commercial end users.  For the avoidance of doubt, if a Product sold among Amgen Inc., its Affiliates and/or Sublicensees is subsequently sold to a Third Party, the sale of such Product to the Third Party shall be taken into account for purposes of Net Sales, and not the sale among Amgen Inc., its Affiliates and/or Sublicensees.

In the event a Product is sold which is a Combination Product (as defined in Section 1.31), for purposes of determining payments due Array under Section 6.5, Net Sales with respect to such Combination Product shall be calculated by multiplying the Net Sales (as described above) of the applicable Combination Product by the fraction A over A+B, in which A is the Gross Selling Price of a Product containing as therapeutically active ingredients only the applicable Compound(s) contained in such Combination Product (in the same doses and dosage form) when such Product is sold in substantial quantities during the applicable accounting period, and B is the Gross Selling Price of a product that does not contain any Compound and which contains as therapeutically active ingredients all of the other therapeutically active ingredients (other than Compounds) that are contained in such Combination Product (in the same doses and dosage form) when such product is sold separately in substantial quantities during the applicable accounting period.  All Gross Selling Prices of the applicable Product and other product used in determining A and B above shall be calculated as the average Gross Selling Price of such Product and other product during the applicable accounting period for which the Net Sales are being calculated.  In the event that substantial

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

quantities of the applicable Product used to determine A or the other product used to determine B for a given Combination Product are not made during the applicable accounting period, or if the Gross Selling Price for such Product used to determine A or other product used to determine B cannot be determined for a given accounting period, Net Sales with respect to such Combination Product shall be determined using values of A and B where A is equal to the relative value, to the end-user, of all Compounds contained in the applicable Combination Product, and B is equal to the relative value, to the end-user, of all the other therapeutically active ingredients included in the applicable Combination Product without the applicable Compound(s).  For purposes of this Section, “Gross Selling Price” shall mean the gross price at which an active ingredient is sold to a Third Party, before discounts, deductions, credits, taxes or allowances.

1.84                    “Non-Program Products” shall have the meaning described in Section 4.5.

1.85                    “Patent” shall mean an issued patent or pending patent application (including certificates of invention, applications for certificates of invention and priority rights) in any country or region, including all provisional applications, refilings, substitutions, continuations, continuations-in-part, divisionals, renewals, all letters patent granted thereon, and all reissues, re-examinations and patent term extensions thereof, and all international or foreign counterparts of any of the foregoing (including supplemental protection certificates, patents of addition and the like).

1.86                    “Phase I,” “Phase II,” “Phase IIb” and “Phase III” shall have the following meanings:

1.86.1        “Phase I” shall mean human clinical trials, the principal purpose of which is preliminary determination of safety in healthy individuals or patients as required in 21 C.F.R. §312(a), or similar clinical study in a country other than the United States.

1.86.2        “Phase II” shall mean human clinical trials, for which the primary endpoints include a determination of dose ranges and/or a preliminary determination of efficacy in patients being studied as required in 21 C.F.R. §312(b), or similar clinical study in a country other than the United States.

1.86.3        “Phase IIb” shall mean a Phase II clinical trial, designed for the principal purpose of determining safety and sufficient potential efficacy to enable selection of dose to progress the applicable product to a Phase III trial.

1.86.4        “Phase III” shall mean human clinical trials, the principal purpose of which is to establish safety and efficacy of one or more particular doses in patients being studied as required in 21 C.F.R. §312(c), or similar clinical study in a country other than the United States.

1.87                    “Post-Effective Date Affiliate” shall have the meaning described in Section 5.4.

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.88                    “Post-Term Sales Period” shall have the meaning described in Section 11.5.5 hereof.

1.89                    “Previously Licensed IP” shall have the meaning described in Section 5.4.

1.90                    “Product” shall mean a pharmaceutical preparation incorporating a Compound as an active ingredient.

1.91                    “Program” shall mean the research, development, manufacture and commercialization of Compounds and Products in accordance with this Agreement, including the Discovery Plan and Global Development Plan.

1.92                    “Program Products” shall have the meaning described in Section 4.5.

1.93                    “Returned Compounds” shall have the meaning described in Section 5.3.

1.94                    “Royalty Term” shall mean, with respect to a Product, the term for payment of royalties as set forth in Section 6.6.

1.95                    “Segregate” shall mean, with respect to two (2) programs: (i) to restrict and prevent all program-related contacts and communications of any kind between personnel (whether employees, consultants, Third Party contractors or otherwise) working on or involved with the research, development, manufacturing or commercialization of the first program and personnel (whether employees, consultants, Third Party contractors or otherwise) working on or involved with the research, development, manufacturing or commercialization of the second program; (ii) to ensure that personnel (whether employees, consultants, Third Party contractors or otherwise) that are working on the first program will not during the same time period work on the second program, and vice versa (and, although long-term switching of personnel between programs is permitted, the Party conducting such programs shall use reasonable efforts to avoid frequent or routine switching of personnel between projects); (iii) to ensure that confidential information relating to the first program is not shared with or accessible to personnel (whether employees, consultants, Third Party contractors or otherwise) that are working on the second program and vice versa; and (iv) from time-to-time, upon the reasonable request of the other Party, to provide information requested relating to the foregoing items (i) through (iii), and to cooperate to enable the other Party to verify that such restrictions are in place and sufficient to achieve the foregoing.  For clarity, the foregoing restrictions will not prevent senior vice presidents or above of the applicable Party from reviewing such information regarding the two programs as is required for compliance with Law, provided that such Party shall ensure that such employees understand and comply with their obligations of confidentiality and non-use as set forth herein.

1.96                    “Specifications” shall have the meaning described in Section 2.4.2 hereof.

1.97                    “Subject Transaction” shall have the meaning described in Section 12.4.2 hereof.

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.98                    “Sublicensee” shall mean a Third Party to whom Amgen or its Sublicensee has granted a sublicense in accordance with Section 5.5.

1.99                    “Target Audience” shall have the meaning described in Section 7.2 hereof.

1.100            “Term” shall mean the period of time commencing on the Effective Date and, unless sooner terminated in accordance with Article XI, ending on the expiration of the last remaining Royalty Term.

1.101            “Territory” shall mean the entire world.

1.102            “Third Party” shall mean any entity other than a Party or any of its Affiliates.

1.103            “Valid Claim “ shall mean a claim of an issued and unexpired Patent (including the term of any patent term extension, supplemental protection certificate, renewal or other extension) which has not been held unpatentable, invalid or unenforceable in a final decision of a court or other government agency of competent jurisdiction from which no appeal may be or has been taken, and which has not been admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise.

1.104            “Voting Securities” shall mean securities entitled to be voted generally or in the election of directors of an entity.

ARTICLE II - RESEARCH PROGRAM

2.1                            Discovery Program.  Array and Amgen agree to conduct a research program on a collaborative basis with the principal goal of identifying and characterizing additional Products within the Field, and of conducting preclinical testing and process technology research of Products to ready them for pre-clinical development, all as set forth below.

2.2                            The JRC.  Promptly after the Effective Date, the Parties shall establish a Joint Research Committee (“JRC”).  The JRC shall have responsibility to (i) oversee, review and coordinate the Discovery Program and to expedite the progress of work being done under the Discovery Plan, and (ii) to make such other decisions as are expressly allocated to the JRC under this Agreement.

(a)       Membership.  The JRC shall be comprised of an equal number of representatives from each of Amgen and Array.  The exact number of such representatives shall be two (2) for each of Amgen and Array, or such other number as the Parties may agree.  Either Party may replace its respective JRC representatives at any time, with prior written notice to the other Party.  From time to time, the JRC may establish subcommittees to oversee particular projects or activities, and such subcommittees will be constituted as the JRC approves.  As appropriate, other

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

employee representatives of the Parties or their Affiliates may attend JRC meetings as nonvoting participants, but no Third Party personnel may attend unless otherwise agreed by the Parties.

(b)      Meetings.  The JRC shall meet quarterly, or as more or less often as otherwise agreed by the Parties, at such locations as the Parties agree.  It is understood that such meetings shall be held at least twice per year in person, otherwise by teleconference.  All JRC meetings must have at least one (1) member appointed by each Party in attendance.

(c)       Decision Making.  Decisions of the JRC shall be made by consensus, with each Party having one vote.  In the event the Parties can not agree on a decision, then either Party may, by written notice to the other, have such issue referred to the Chief Executive Officer of Array and the Executive Director, Research (metabolic disorders) of Amgen, or their designees who have equivalent authority or have been expressly given authority to resolve such dispute, for attempted resolution by good faith negotiations within fifteen (15) days after such notice is received; provided that, for decisions which by their nature need to be made quickly, the Amgen representatives will have the right to make the interim decision pending resolution by such Amgen and Array personnel.  If such senior managers of Array and Amgen or their designees can not reach consensus after good faith discussion, then Amgen will have the right to make the final decision; provided, however, that Amgen shall not have the right, without agreement of Array, to:  (i) alter or amend the Discovery Plan to provide for less than the minimum number of Array FTEs as provided in this Agreement, or to require Array to utilize personnel in excess of the FTEs funded by Amgen under the Discovery Plan and this Agreement; (ii) require Array to be responsible for tasks or activities of a materially different nature or scope than agreed by Array in the initial Discovery Plan (or amended Discovery Plan agreed to by Array); (iii) require Array to bear extraordinary chemical costs unless reimbursed by Amgen; or (iv) cause Array to breach any obligation Array has under an agreement with any Third Party already executed by Array as of the Effective Date (and Array hereby represents, warrants and covenants that there is no agreement as of the Effective Date to which it is a party with a Third Party that would reasonably be expected to conflict with performing activities under the Discovery Plan as of the Effective Date, and Array will not enter into any such agreement that conflicts with the then-current Discovery Plan during the Discovery Program Term).  For clarity, the JRC shall have no right to amend or revise this Agreement, nor shall Amgen’s final decision-making authority as described in this Section 2.2(c) be construed to permit Amgen to amend or revise this Agreement without the mutual agreement of Array.  Minutes of the JRC meetings shall be taken, and shall, at a minimum, record all decisions made.  Such minutes shall be approved by both Parties.

2.3                            Discovery Plan.

2.3.1                Responsibilities.  The Discovery Program shall be carried out in accordance with a written workplan and budget (the “Discovery Plan”) approved by the JRC.  Each Party will be responsible for conducting those activities within the Discovery Program as are allocated to such Party under the Discovery Plan.

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2.3.2                Establishment of Discovery Plan.  The initial Discovery Plan, which covers the period from Effective Date through[***] in detail, and includes general plans for [***], has been mutually agreed by the Parties as of the Effective Date.  The JRC shall review the Discovery Plan on an ongoing basis and may make changes thereto as the JRC approves.

2.4                            Technology Transfer.

2.4.1                Initial Transfer.  Promptly following the Effective Date, Array shall transfer to Amgen such Array Technology, including preclinical and clinical test data, and related Materials as are in Array’s possession and Control and are reasonably necessary or directly useful for Amgen to conduct its activities under the Discovery Plan and Global Development Plan.

2.4.2                Manufacturing; Inventory Transfer.  Array shall transfer to Amgen or its designee the quantities of ARRY-403 set forth in the Inventory Letter (as defined in Section 10.2(f) below) (the “ARRY-403 Inventory”) in the time frames reasonably requested by Amgen in writing (which shall be within a reasonable time after the Effective Date and, in no event, later than [***]); provided, however, that Array shall retain such quantities of ARRY-403 as are reasonably necessary for Array to conduct its activities under the Discovery Plan and Global Development Plan, including clinical trial supplies of ARRY-403 that are reasonably necessary for the conduct of the 403 MAD or the 403 Bioequivalence Trial.  Array warrants to Amgen that the portion of the ARRY-403 Inventory identified in Section B of the Inventory Letter, at the time of delivery to Amgen, will meet the specifications for ARRY-403 in effect as of the Effective Date (the “Specifications”); provided, however, that with respect to tablets of ARRY-403 for which Array has not completed testing as of the Effective Date (“ARRY-403 Tablets”), such warranty is made only to the knowledge of Array.  In the event that portions of the ARRY-403 Tablets do not meet the Specifications, then Array shall, at Array’s expense, provide technical assistance to Amgen to determine the cause of such failure to meet Specifications, and reasonably cooperate with Amgen, as Amgen may request, to exercise Array’s rights under its contract with the manufacturer of such ARRY-403 Tablets, to seek remedies for such failure of the ARRY-403 Tablets to meet Specifications including, if applicable, seeking to have such manufacturer manufacture replacement quantities ARRY-403 Tablets that meet the Specifications.  At the time of delivery of ARRY-403 Inventory, Array shall deliver all certificates of analysis related to such ARRY-403 Inventory.  Array shall provide to Amgen or its designee such other manufacturing information related to ARRY-403 or other Compounds manufactured by Array prior to the Effective Date that Amgen reasonably requests, including information evidencing whether the current analytical methods are suitable under FDA regulations to support release testing for Phase II clinical trials, and shall cooperate with Amgen to obtain any such requested information and/or documentation from Array’s Contractors.  If the current analytical methods are [***], then upon request from Amgen [***], Array will conduct agreed upon work with the goal of making such analytical methods [***], at Amgen’s expense.  Unless otherwise requested by Amgen, Array shall (i) conduct [***] for the ARRY-403 Inventory, and (ii) conduct [***] for the ARRY-403 Tablets and bulk ARRY-403 to obtain, [***] data to [***].  In connection with the transfer of the ARRY-403 Inventory, Array shall provide Amgen with analytical methods associated therewith. 

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Additionally, upon Amgen’s request, Array shall promptly provide Amgen with any retained samples and reference standards of ARRY-403.  Promptly after the Effective Date, Array will also provide to Amgen research quantities of the active pharmaceutical ingredient of ARRY-403 and intermediates for the synthesis of ARRY-403.  If requested by Amgen in writing [***], Array shall transfer to Amgen or its designee all quantities of intermediates and starting materials for the manufacture of bulk ARRY-403 that are owned by Array as of the Effective Date (“Intermediates”), and in such event [***].  If Amgen does not notify Array in writing that Amgen wishes Array to transfer the Intermediates, then Array shall have no obligation to provide the Intermediates to Amgen and may dispose of the Intermediates in its discretion.  If, after the transfer of manufacturing technology to Amgen as provided herein, Amgen is unsuccessful in manufacturing a batch of the ARRY-403 active pharmaceutical ingredient (“API”), Array agrees, upon written request of Amgen prior to Initiation of the first Phase II clinical trial of ARRY-403, to manufacture (or have manufactured) for Amgen up to 1.5 kilograms of API, at Amgen’s expense.

2.4.3                Additional Transfers.  During the Discovery Program Term and [***], upon request of Amgen or as determined by the JRC, Array will transfer to Amgen such additional Array Technology and reasonable quantities of related Materials as are in Array’s possession and Control and are reasonably necessary or directly useful for Amgen to discover, research, develop, manufacture, have manufactured, use, sell and otherwise commercialize Compounds and Products, and thereafter Array will reasonably cooperate as Amgen may from time to time request to transfer such additional Array Technology (i.e., that was in Array’s possession and Control during the Discovery Program Term or [***]).

2.4.4                Information.  For transfers of Information under this Section 2.4, (i) such Information within the Array Technology will be provided in sufficient form and detail to permit Amgen to use and/or practice such technology, to the extent that Array has such Information (or can easily generate such Information) in such form and detail, and (ii) Array will make persons who are knowledgeable about the Array Technology and related Materials reasonably available to Amgen to provide to Amgen context or other useful information relating thereto for Amgen’s use in connection with the use and/or practice of such technology, as reasonably requested by Amgen.

2.4.5                Collaboration Transfers.  During the Discovery Program Term, the Parties will cooperate in the transfer of Collaboration Technology and related Materials as are reasonably necessary or directly useful for each Party to conduct its activities under the Discovery Plan or as otherwise determined by the JRC.

2.4.6                Non-Transferred Technology.  Array has two [***] referred to by Array as (i) [***] and (ii) [***].  Array agrees to use such [***] for the benefit of the Program in the performance of its activities under the Discovery Plan, if so contemplated in the Discovery Plan, but Array shall not have any obligation to transfer to Amgen either of such [***] hereunder and Amgen receives no license to such [***] under this Agreement.

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2.4.7                Orderly Transition.  The Parties contemplate an orderly transition of Program matters under this Section 2.4.  From the Effective Date until the transfer of the Program matters in this Section 2.4, Array will continue to conduct such matters in the ordinary course.

2.5                            Information and Reports.  Amgen and Array will reasonably cooperate to keep the other Party informed as to the progress and results of performance of its responsibilities under the Discovery Plan, including all inventions within Collaboration Technology that may be patentable and all material Collaboration Technology, with significant discoveries or advances being communicated promptly after such Information is obtained or its significance is appreciated; provided, however, that with respect to Materials, the Parties shall exchange Materials as determined by the JRC.  The Parties will exchange, for the Discovery Program Term, at least once quarterly, a written summary of such research and results.  Each Party will provide the other with such other Collaboration Technology, and inform the other Party of its Technology (Array Technology or Amgen Technology, as the case may be) used in the Discovery Program, in each case as is reasonably requested by the other Party.  Each Party will maintain complete and accurate records of all of its work conducted in the Discovery Program, including results, data and inventions.  Such records shall be made and maintained in accordance with good scientific practices within the biopharmaceutical industry and as appropriate for regulatory and patent purposes.

2.6                            Selection of Clinical Candidates.  The JRC shall establish the initial Clinical Candidate Criteria promptly following the Effective Date, for guidance with respect to the goals of the Discovery Program and use in the designation of Compounds as Clinical Candidates.  Based upon the guidelines and the results of the Discovery Program, the JRC shall designate from time to time Compounds for selection by Amgen as Clinical Candidates, and upon approval by Amgen, the Compounds so designated by the JRC shall be deemed Clinical Candidates.  Amgen may approve, or withhold its approval of, the designation of any Compound as a Clinical Candidate in Amgen’s sole discretion, whether or not such Compound meets the guidelines, and a Compound shall not be deemed a Clinical Candidate unless so approved by Amgen. For clarity, ARRY-403 is deemed a Clinical Candidate.

2.7                            FTE Requirements; Funding. Amgen agrees to fund the Array FTEs included in the Discovery Plan in accordance with Section 6.2 below.  Unless otherwise agreed by the Parties, the Discovery Plan shall provide for [***] in [***].

2.8                            Discovery Program Term.  The Discovery Program shall commence on the Effective Date and end on the first to occur of (i) termination of this Agreement by either Party under Article 11 below; or (ii) close of business on [***], or if extended under this Section 2.8 below, the end of such extension period (the “Discovery Program Term”).  Upon agreement of the Parties, the Discovery Program Term may be extended for one or more [***] periods.

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

ARTICLE III - PRODUCT DEVELOPMENT

3.1            Development Committee.

3.1.1    Establishment.  Promptly after the Effective Date, Array and Amgen shall establish a Joint Development Committee (“JDC”).  The JDC shall have as its sole purpose the sharing of information with respect to the development of each Clinical Candidate, the coordination of any development activities assigned to Array (subject to Section 3.2.1(b)) under a Global Development Plan, and provision of a forum for Array to discuss with Amgen comments or suggestions that Array may have with respect to the development of Compounds and Products.  The JDC shall not be a decision making body.

3.1.2    Meetings; Information.  The JDC shall meet at least two times per year.  Amgen shall notify Array at least two weeks in advance of the date of each JDC meeting, and Array shall have the opportunity to send up to two Array employees to each such meeting, who shall be designated as members of the JDC.  Either Party may replace its respective JDC representative(s) at any time with prior written notice to the other Party.  In addition to information provided in connection with JDC meetings, Amgen shall keep Array reasonably informed, through Array’s member on the JDC as may be reasonably requested by Array from time to time, regarding the plans for, and status of, development of Products by Amgen and its Sublicensees, and the activities conducted and results obtained in the development of Products under this Agreement

3.2            Global Development Program.  Following the selection of a Clinical Candidate in accordance with Section 2.6 above, Amgen shall develop a global development program (“Global Development Program”) to carry out the development of such Product in accordance with the Global Development Plan.  The Global Development Program shall include clinical, manufacturing and other activities necessary to bring the applicable Product to market.  Amgen shall notify Array regarding material changes to the Global Development Plan.

3.2.1    Array Development Activities.

(a)  ARRY-403.  It is understood that, prior to the Effective Date, Array has been proceeding with development activities with respect to ARRY-403, including the filing of an IND (the “Initial IND”), the completion of a Phase I single-rising dose clinical trial (the “403 SAD”), the initiation of a Phase I multiple-rising-dose clinical trial (the “403 MAD”) and the initiation of a bioequivalence trial (the “403 Bioequivalence Trial”).  Array shall use Commercially Reasonable Efforts to complete, and be responsible, at its own cost, for completion of, the 403 MAD and the 403 Bioequivalence Trial in compliance with the Global Development Plan, Law and common standards of pharmaceutical practice.  Array shall comply with each of the following:

(i)   during each of the 403 MAD and the 403 Bioequivalence Trial, Array shall provide Amgen with all safety data arising from such trial as soon as reasonably

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practicable (but in no event later than 24 hours for reportable safety data and 3 business days for other safety data, in each case after first becoming aware of such safety data); and

(ii)  during each of the 403 MAD and the 403 Bioequivalence Trial, Array shall provide Amgen with all pharmacokinetic and pharmacodynamic data, and any other data requested by Amgen, arising from or related to such trial as soon as reasonably practicable (but in no event later than 5 business days after first receiving such data, or after receiving such request, as applicable).

(b)  Other.  Other than the 403 MAD and 403 Bioequivalence Trial, the Parties do not anticipate that Array will conduct other activities under the Global Development Plan.  In the event that the Parties wish for Array to conduct additional activities under the Global Development Plan, the Parties shall enter into a further written agreement regarding such activities on mutually agreed terms and conditions, which (unless otherwise mutually agreed by the Parties) shall provide for [***], shall specify [***], and shall address [***].

(c)  Oversight.  With respect to the 403 MAD and 403 Bioequivalence Trial, Array will conduct such studies and activities in accordance with the Global Development Plan.  For the 403 MAD, Array will continue to conduct such trial in accordance with the current protocol.  For trials not yet initiated, the Parties shall discuss such trials, including design, protocols and the like, prior to initiation.  Array will promptly notify Amgen of any data, event or matter with respect to the 403 MAD, 403 Bioequivalence Trial and any other development activities assigned to Array in accordance with this Agreement, that could be considered material, significant or otherwise impactful to the trial or the Product, within a time period appropriate to the potential materiality of such data, event or matter, so that the Parties can promptly discuss the potential impact.  Amgen will designate contact persons for Array to report any such data, event or matter.  In the event the Parties disagree regarding the handling of such data, event or matter, Amgen shall have final decision-making authority and Array will comply with such decision by Amgen.  In particular, (i) with respect to the 403 MAD, the Parties will discuss the selection of an appropriate dosage amount for the final cohort and, if the Parties can not agree Array will comply with Amgen’s decision on the dosage amount, and (ii) with respect to the 403 Bioequivalence Trial, the Parties shall discuss the design of such clinical trial, including the Investigator Brochure, protocols, patient consent forms, or other substantive documentation related thereto, and if the Parties can not agree on any such matters, Array will comply with Amgen’s decisions on such matters, provided such decision does not materially increase Array’s costs (unless Amgen agrees to pay such additional costs).  Following the Effective Date, except as required by Law, Array will not make or initiate any filing, submission or correspondence with the FDA or other governmental authority with respect to the Program, including the 403 MAD and 403 Bioequivalence Trial, without Amgen’s prior review and consent.

(d)  Regulatory Communications.  Additionally, with respect to adverse events or serious adverse events in connection with the 403 MAD and the 403 Bioequivalence

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Trial, Array shall, prior to any communication with the FDA, provide Amgen with an opportunity to review such suspected events and determine whether any such suspected events are in fact an adverse or serious adverse event.  Subject to Array’s compliance with Law, Array will handle any such adverse events and serious adverse events as directed by Amgen.  Array will promptly notify an Amgen designated contact person of any planned filing, submission or correspondence to the FDA with respect to the Program or Array’s glucokinase activator program conducted prior to the Effective Date.  Amgen will have the right to participate in any discussions between Array and the FDA relating to the Program (or Array’s glucokinase activator program conducted prior to the Effective Date) at Amgen’s own expense, and Array will give Amgen ten business (10) days prior written notice thereof (or prompt written notice, if ten (10) business days notice is impractical); provided, that the foregoing will not apply to unscheduled meetings or teleconferences that are initiated by the FDA and Array can not practically include Amgen in such discussion, and in such case, Array will thereafter provide Amgen prompt written notice of such communication with a summary of the discussion.  Nothing herein shall be construed to prohibit Array from making such filings, submissions or correspondence as Array is required to make under Law.

(e)  Safety and Requirement of Law.  Notwithstanding the obligations set forth in this Section 3.2 for Array to provide notice and review certain matters with Amgen, or to follow Amgen’s direction as to certain matters, in the event that Array reasonably believes that immediate actions are required to be taken (in a time frame that does not permit the full period of notice and review contemplated in this Section 3.2) for exigent safety concerns related to patients or for compliance with Law, Array may take such action and, in such event, shall promptly notify Amgen; provided, however, that Array will first use reasonable efforts to immediately notify Amgen’s designated contact person with respect to any such matter, including safety-related matters, to discuss such matter.

3.3       Global Development Plans.

3.3.1    General.  For each Product, [***], Amgen shall prepare and present to the JDC a reasonably detailed, written global development plan (a “Global Development Plan”) pursuant to which the Global Development Program for such Product will be performed.  The initial Global Development Plan for ARRY-403 has been mutually agreed by the Parties as of the date of signing this Agreement.  Each Global Development Plan will include a reasonably detailed plan for [***] and a general overview of development activities for [***], including as applicable a description of proposed preclinical activities, clinical studies and regulatory plans.  Amgen will also share with Array summary information with respect to planned clinical studies, including synopses of protocols.  In addition, the JDC will discuss the general progress of the Global Development Program.

3.3.2    Periodic Review.  The JDC shall review the Global Development Plan on an ongoing basis, including progress to date.  If the Parties agree that Array will conduct any development activities under the Global Development Program, then any change to the Global

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Development Plan that materially alters the nature, scope or timing of activities to be conducted by Array, or which otherwise materially modifies or changes the obligations of Array under the Global Development Plan, shall require the prior agreement of Array.

3.4       Manufacturing.  Amgen shall have the right and responsibility to arrange for manufacturing of the Products, including both clinical materials and commercial product.

3.5       Regulatory Matters.  Except as set forth in Section 3.5.1 below or as reasonably necessary for Array’s activities to complete the clinical development activities described in Section 3.2.1, Amgen shall file and be the owner for all regulatory filings for Compounds and/or Products developed pursuant to this Agreement, including all MAAs and Marketing Approvals.

3.5.1    Existing IND.  Array shall retain ownership, and remain the sponsor, of the Initial IND until the last patient visit in the 403 MAD and the 403 Bioequivalence Trial.  Array shall notify Amgen within fifteen (15) days after the occurrence of the last patient visit in the 403 MAD and the 403 Bioequivalence Trial.  Upon the request of Amgen following such event, Array shall transfer the Initial IND to Amgen or, if directed by Amgen, close or inactivate the Initial IND as soon as reasonably practicable.  Array shall complete all relevant clinical trial and Initial IND administrative activities for the 403 MAD and the 403 Bioequivalence Trials and shall promptly, on a regular basis and as requested by Amgen, share all clinical trial data with Amgen.  Amgen shall be responsible for the preparation and filing of all subsequent IND(s) or other regulatory filings with respect to any clinical development for ARRY-403 other than the 403 SAD, 403 MAD and 403 Bioequivalence Trial.

3.6       Diligence.  Amgen shall use Commercially Reasonable Efforts to develop, obtain Marketing Approval for and commercialize at least one Product in the United States or the Major European Countries.  Each Party shall use Commercially Reasonable Efforts to perform the research and development activities allocated to it under the Discovery Program or Global Development Program in accordance with this Agreement.

3.7       Decision-Making.  Amgen shall have the right to make all decisions relating to the development, marketing and commercialization activities with respect to any Compound or Product, including whether to continue with the development program with respect to any Compound or Product or to seek Marketing Approval of or to launch a Product, or whether to continue marketing a Product, in a particular country in the Territory.  For the 403 MAD and 403 Bioequivalence Trial, Array shall have the right to make day-to-day decisions regarding the conduct of such activities, provided such conduct is in accordance with the Global Development Plan and subject to Section 3.2.1 and Amgen’s overall guidance and decisions regarding the development program with respect to Compounds and Products.  In the event of any disagreement between the Parties with respect to the protocols or conduct of such studies and activities, Amgen shall have final decision-making authority and Array will comply with such decision by Amgen, including making any amendments to protocols that Amgen believes are appropriate; provided, however, that with respect

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to the 403 MAD and 403 Bioequivalence Trial Amgen shall not have the right, without agreement of Array, to materially change the nature, scope, timing or cost of such trial, and further provided, however, that Array shall not be obligated  to take any action (or fail to take any action) if Array reasonably believes that such act (or failure to act) is inconsistent with its reasonable safety obligations or would not comply with Law, but in such event Array will first use reasonable efforts to immediately notify Amgen’s designated contact person with respect to any such matter, including safety-related matters, to discuss such matter.

ARTICLE IV - EXCLUSIVITY

4.1       Exclusivity.  For [***], each Party will not, and each shall cause its Affiliates not to, conduct, directly or indirectly, either alone or with a Third Party, [***] with respect to [***] a product [***] a compound or product that [***] except in each case as Products under this Agreement.

4.2       Post-Effective Date Affiliates.  In the event that a Party or its Affiliate enters into a Distracting Transaction, then it will provide notice to the other Party, within [***] of the closing of the Distracting Transaction, describing in reasonable detail, to the extent permitted by Law and without disclosing any proprietary information, the Distracting Program.  During the pendency of any termination or divestiture of a potential Distracting Transaction pursuant to the provisions of Section 4.3.1 or 4.3.2, the Distracted Party will Segregate the Distracting Program from the Program.

4.3       Termination, Divestiture or Inclusion.  If Array is the Distracted Party and such Distracting Transaction is a Change of Control of Array, then in the notice of a Distracting Transaction required to be provided pursuant to Section 4.2 (Post-Effective Date Affiliates) Array shall include a notification as to whether Array (or its successor) intends to Divest, terminate or include in the collaboration the Distracting Program in accordance with this Section 4.3 (Termination, Divestiture or Inclusion), or whether it elects to [***] in accordance with Section 4.4 (in which event Amgen shall have the right to terminate certain provisions as set forth in Section 4.4)  If the Distracted Party is Amgen, or if Array is the Distracted Party and such Distracting Transaction is not a Change of Control of Array, then the Distracted Party (or the successor to Amgen, if applicable) shall have [***] from the closing of the Distracting Transaction to notify the other Party whether it will Divest, terminate or include in the collaboration the Distracting Program or (in the case where Amgen is the Distracted Party) to terminate this Agreement pursuant to Section 11.3.  If Amgen elects to terminate this Agreement pursuant to Section 11.3, then Amgen will Segregate the Distracting Program and the Program prior to termination of this Agreement and notwithstanding anything contained in this Agreement to the contrary, the Distracting Program (including all Patents, Information and Materials therein) would be retained by Amgen independent of any obligations of Amgen and rights of Array hereunder, and Amgen would not have any payment or other obligation hereunder to Array with respect thereto.  For the avoidance of doubt, the Distracted Party shall Segregate the Distracting Program from the Program during the period prior to giving the other Party the notice described above in this Section 4.3.

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4.3.1    Divestiture.  If the Distracted Party elects to Divest the Distracting Program, then the Distracted Party will Segregate such Distracting Program from the Program and Divest such Distracting Program within [***] after delivery of the notice specified in Section 4.3 above.  During the period while such divestment of the Distracting Program is pending, the Distracted Party and its Affiliates (including the Affiliate with the Distracting Program) will not directly or indirectly assert any intellectual property or proprietary right in the Distracting Program and under the control of the Distracted Party or its Affiliates as a result of the Distracting Transaction, against or with respect to any Compound or Product or otherwise obstruct the Parties’ (or their Affiliates, sublicensees’, contractors’ or agents’) efforts with respect to Compounds or Products under this Agreement.  If the Distracted Party elects to Divest, and fails to complete such divestiture within[***] of the closing of the Distracting Transaction, then the Distracted Party will be deemed to have chosen to terminate the Distracting Program, effective as of such [***], and will promptly comply with the requirements of Section 4.3.2 (Termination); provided, that if at the expiration of such [***] period, the Distracted Party has agreed to written terms with a Third Party to Divest the Distracting Program then such [***] period will be extended as required for the Distracted Party and such Third Party to consummate the transaction, but in no event will such extension exceed an additional ninety (90) days.

4.3.2    Termination.  If the Distracted Party elects to terminate such Distracting Program, the Distracted Party will terminate all activities of such Distracting Program within [***] after delivery of the notice specified in Section 4.3 above, during which period the Distracted Party will Segregate such Distracting Program from the Program, personnel and activities.  If a Distracted Party has elected to terminate the Distracting Program, then in no event shall the Distracted Party partially Divest a Distracting Program except if and to the extent mutually agreed in writing with the other Party.

4.3.3    Inclusion.  If the Distracted Party elects to include the Distracting Program in the collaboration, then the Distracting Program will be included under the terms of this Agreement and the technology, intellectual property and Materials of such Distracting Program will be considered within the technology (Array Technology, Amgen Technology or Amgen Abandoned Product Technology, as the case may be) of the Distracted Party.

4.4       Change of Control.  In the event of a Distracting Transaction that involves a Change of Control of Array and Array (or the successor to Array) elects to [***], then Array shall Segregate the Distracting Program from the Program (including all Licensed Technology and Confidential Information related to the Program) and Amgen shall have the right to [***] upon written notice to Array, except for [***].

4.5       Effects of [***].  In the event of a Distracting Transaction that involves a Change of Control of Array and Array [***] as set forth in Section 4.4, then Sections 4.1, 4.2 and 4.3 shall terminate and Section 4.4 (with respect to subsequent Distracting Transactions) shall terminate, and on and after the date of the Distracting Transaction that involves a Change of Control of Array only

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(i) Collaboration Technology and Compounds and Products within the Program as of the effective date of the Distracting Transaction (including ARRY-403), and (ii) if the Discovery Program continues after such effective date of the Distracting Transaction, any Collaboration Technology and Compounds and Products invented, discovered or created within the Discovery Program after the effective date of the Distracting Transaction, shall be Collaboration Technology hereunder for all purposes and shall be Compounds and Products hereunder for purposes of Article VI of this Agreement (such Compounds and Products, the “Program Products”), respectively.  Amgen’s payment and other obligations hereunder with respect to Program Products shall continue unchanged (except as specified in Section 4.4).  For products, other than Program Products, that satisfy the criteria in clause (iii) or (iv) of the definition of “Compound” in Section 1.34 (“Non-Program Products”), Amgen shall not have any obligations hereunder except that, (x) if the sale of a Non-Program Product would, but for the licenses granted hereunder to Amgen, infringe a Valid Claim within the Array Patents (other than Joint Patents) that is a composition of matter claim, then Amgen shall pay to Array royalties on Net Sales of such Non-Program Product pursuant to Section 6.5.1(b) (as if such Non-Program Product was a Product that does not contain ARRY-403) subject to the provisions of Section 6.5.2 and Sections 6.7 through 6.15 (as if the Non-Program Product was a Product), which royalties shall be payable on a country-by-country basis until the expiration of the last to expire Valid Claim within such Array Patents that is a composition of matter claim that would be infringed by the sale of such Non-Program Product in the country in which the applicable Non-Program Product is sold (which period shall be the Royalty Term for such Non-Program Product in such country), (y) if the manufacture, use or sale of a Non-Program Product would, but for the licenses granted hereunder to Amgen, infringe a Valid Claim within the Array Patents (other than Joint Patents) that is not a composition of matter claim, then Amgen shall pay to Array royalties on Net Sales of such Non-Program Product at [***] of the royalty rates set forth in Section 6.5.1(b) subject to the provisions of Section 6.5.2 and Sections 6.7 through 6.15 (as if the Non-Program Product was a Product, except as noted in Section 6.11.3), which royalties shall be payable on a country-by-country basis until the expiration of the last to expire Valid Claim within such Array Patents that would be infringed by the manufacture, use or sale of such Non-Program Product in the country where the applicable Non-Program Product was sold (which period shall be the Royalty Term for such Non-Program Product in such country), and (z) if the sale of  a Non-Program Product would, but for the licenses granted hereunder to Amgen, infringe a Valid Claim within the Joint Patents that is a composition of matter claim, then Amgen shall pay to Array royalties on Net Sales of such Non-Program Product at [***] of the royalty rates set forth in Section 6.5.1(b) subject to the provisions of Section 6.5.2 and Sections 6.7 through 6.15 (as if the Non-Program Product was a Product, except as noted in Section 6.11.3), which royalties shall be payable on a country-by-country basis until the expiration of the last to expire Valid Claim within such Joint Patents that is a composition of matter claim that would be infringed by the sale of such Non-Program Product in the country where the applicable Product was sold (which period shall be the Royalty Term for such Non-Program Product).  For the sake of clarity, if more than one of clauses (x), (y) and (z) of this Section 4.5 is applicable to a Non-Program Product in a particular country, only one royalty shall be payable with respect to such Non-Program Product in such country (whichever applicable royalty is the highest).  In no event shall Amgen be obligated to pay more than one royalty hereunder with

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

respect to the same sale of a Non-Program Product.  Non-Program Products shall not be deemed Returned Compounds or Abandoned Products, and Amgen shall retain Non-Program Products upon any termination of this Agreement.

ARTICLE V - LICENSE GRANTS

5.1       Licenses to Amgen.  Subject to the terms and conditions of this Agreement, Array agrees to grant and hereby grants to Amgen an exclusive license, under Array Technology and Array’s interest in Joint Technology, to make, have made, use, sell, offer for sale, import and otherwise exploit Compounds and Products in the Field in the Territory, and to conduct all activities assigned to it under the Discovery Plan during the Discovery Program Term and under the Global Development Plan.

5.2       Licenses to Array.  Subject to the terms and conditions of this Agreement, Amgen agrees to grant and hereby grants to Array a non-exclusive license, under Amgen Technology, Array Technology and Amgen’s interest in Joint Technology solely to conduct the activities assigned to it under the Discovery Plan during the Discovery Program Term and under the Global Development Plan (including the activities described in Section 3.2.1).  Array will not have the right to sublicense under the foregoing license except with Amgen’s prior written consent; provided, however, that Array may grant such sublicenses, provided use of the Third Party for such activities has been agreed to by the JRC in the Discovery Plan or by Amgen in the Global Development Plan, at any time (i) to Array Contractors in connection with the Contractors’ performance of subcontracted activities, and (ii) with respect to manufacturing of Compounds and Products reasonably necessary for activities assigned to Array.  In addition, subject to the terms and conditions of this Agreement, Amgen agrees to grant and hereby grants to Array a non-exclusive license, under Amgen Technology, Array Technology and Amgen’s interest in Joint Technology solely to conduct the co-promotion responsibilities assigned to it under the Co-Promotion Plan; provided that, this license shall only become effective if Array exercises its Co-Promotion Option and only for so long as it is conducting co-promotion activities pursuant to a Co-Promotion Plan.

5.3       Abandoned Products.  Subject to the provisions set forth below in this Section 5.3, Amgen agrees to grant and hereby grants to Array (i) an exclusive, royalty-free license, under Amgen’s interest in the Collaboration Technology (and, for clarity, Patents claiming Collaboration Technology), to make, have made, use, sell, offer for sale, import and otherwise exploit in the Field in the Territory the [***] (“Returned Compounds”), (ii) a non-exclusive, royalty-free license under Amgen’s interest in the Collaboration Technology (and, for clarity, Patents claiming Collaboration Technology), to make, have made, use, sell, offer for sale, import and otherwise exploit Compounds in the Field in the Territory, other than Returned Compounds and Amgen Retained Compounds, and (iii) an exclusive, royalty-free license under Amgen Abandoned Product Technology to make, have made, use, sell, offer for sale, import and otherwise exploit Abandoned Products in the Field in the Territory; provided in each case that, such license (x) shall only become effective at such time, if ever, that this Agreement is terminated by Array pursuant to Section 11.2 for Amgen’s material

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

breach, by Amgen pursuant to Section 11.3 or by Array pursuant to Section 11.4, (y) shall, for the avoidance of doubt, exclude Excluded Technology, and (z) with respect to Abandoned Products that are [***] shall not include any license under any Amgen Abandoned Product Technology.  Amgen may terminate the license set forth in this Section 5.3 pursuant to Section 11.4, or pursuant to Section 11.2 (including, for clarity, after termination of this Agreement) in the event that Array has materially breached in the performance of any of its materials obligations hereunder as of the effective date of termination of this Agreement, or materially breaches in the performance of any of its material obligations that survive such termination of this Agreement, if Array does not cure such breach within the time period set forth in Section 11.2.  For any rights under the Amgen Abandoned Product Technology that entails payment obligations from Amgen or any of its Affiliates to Third Parties, Array will not have a license to such rights unless and until Array agrees with Amgen in writing to assume such payment obligations as they relate to Abandoned Products.  Amgen agrees to provide information regarding such payments (if any) upon Array’s request promptly following any termination of this Agreement pursuant to Section 11.2 for Amgen’s material breach, by Amgen pursuant to Section 11.3 or by Array pursuant to Section 11.4.  Array shall have the right to grant to Third Parties sublicenses under the license granted to Array in this Section 5.3.  Each sublicense shall be subject and subordinate to the surviving terms and conditions of this Agreement.

5.4       Intellectual Property of Post-Effective Date Affiliates.  In the event that during the Term of this Agreement any Third Party becomes an Affiliate of a Party or enters into a transaction or series of transactions that constitutes a Change of Control of a Party (such a Third Party referred to as a “Post-Effective Date Affiliate,” and such Party referred to as the “Affiliating Party”), then the provisions of Sections 5.4.1, 5.4.2 and 5.4.3, below, shall apply.

5.4.1    IP of Acquirers.  In the event that the Post-Effective Date Affiliate becomes an Affiliate of the Affiliating Party through a transaction or series of transactions that constitutes a Change of Control of the Affiliating Party, then with respect to Patents and Information Controlled by the Post-Effective Date Affiliate as of the date it becomes an Affiliate of the Affiliating Party which would (if they were Controlled by the Affiliating Party prior to such date) fall within the definition of Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party) (“Acquirer IP”), the following shall apply:  (i) Patents within the Acquirer IP claiming the composition of matter of any Compounds or Products, the use of any Compounds or Products, methods of manufacturing being used in the Program as of the effective date of the Change of Control transaction, or any reasonable method of manufacturing any Compounds or Products (other than Excluded Technology) shall be included within the Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party), (ii) Acquirer IP that the Affiliating Party made available and were used in the Program prior to the date such Post-Effective Date Affiliate became an Affiliate, or which are used, or expressly made available for use, in the Program after such date, shall be included within the Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party), and (iii) except as provided in this Section 5.4.1,

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Acquirer IP shall not be included within the Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party) unless otherwise mutually agreed in writing by the Parties.  Notwithstanding the foregoing in this Section 5.4.1, Acquirer IP shall not be included within Licensed Technology or Amgen Abandoned Product Technology if it is part of a Distracting Program that is Divested pursuant to Section 4.3.1 or part of a Distracting Program [***] under Section 4.4 (except that Patents that are part of a Distracting Program [***] under Section 4.4 that [***] shall be [***]).  Patents or Information invented, discovered or created or obtained by a Post-Effective Date Affiliate after the date on which it becomes an Affiliate of the Affiliating Party which fall within the definition of Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party) shall be included within the Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party), unless otherwise mutually agreed in writing by the Parties; provided, however, that Patents and Information that are part of a Distracting Program [***] under Section 4.4 shall [***] (except that Patents that are part of a Distracting Program [***] under Section 4.4 that [***]).

5.4.2    IP of other Post-Effective Date Affiliates.  In the event that the Post-Effective Date Affiliate becomes an Affiliate of the Affiliating Party without Change of Control of the Affiliating Party, then with respect to Patents and Information Controlled by the Post-Effective Date Affiliate as of or after the date on which it becomes an Affiliate of the Affiliating Party which fall within the definition of Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party) shall be included within the Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party), unless otherwise mutually agreed in writing by the Parties or unless part of a Distracting Program that is Divested pursuant to Section 4.3.1.

5.4.3    Existing IP Licenses.  Notwithstanding Sections 5.4.1 and 5.4.2, above, Patents and Information that are licensed by a Post-Effective Date Affiliate to the other Party or its Affiliate prior to the date on which such Post-Effective Date Affiliate becomes an Affiliate of the Affiliating Party (“Previously Licensed IP”) shall remain subject to the applicable licensing agreement between the Post-Effective Date Affiliate and the other Party or its Affiliate in accordance with its terms, such Previously Licensed IP shall not be included within the Amgen Abandoned Product Technology or Amgen Technology (where Amgen is the Affiliating Party) or the Array Technology (where Array is the Affiliating Party), unless otherwise mutually agreed in writing by the Parties.

5.5       Sublicensing.  Amgen shall have the right to grant to Third Parties sublicenses under the license granted to Amgen in Section 5.1; provided however, that prior to obtaining Marketing Approval of the first Product in the U.S. or Europe, Amgen will not sublicense under such license for the U.S. or Europe to a Third Party without retaining a meaningful participatory role in the

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

development and commercialization of Products in and for the sublicensed territory and a meaningful financial interest in the Program without Array’s prior written consent, which will not be unreasonably withheld, conditioned or delayed.  Notwithstanding the foregoing, Amgen will not sublicense under the license granted to Amgen in Section 5.1 prior to the second anniversary of the Effective Date without Array’s prior written consent, except that Amgen may grant such sublicenses at any time (i) to Amgen Contractors in connection with the Contractors’ performance of subcontracted activities, and (ii) with respect to manufacturing and sales of Compounds and Products.  Each sublicense shall be subject and subordinate to the terms and conditions of this Agreement.

5.6       No Implied Licenses.  Each Party acknowledges that the licenses granted under this Article V are limited to the scope expressly granted, and all other rights to Licensed Technology and Amgen Abandoned Product Technology are expressly reserved to the Party owning such Licensed Technology or Amgen Abandoned Product Technology. Without limiting the foregoing, it is understood that where an exclusive license under Licensed Technology or Amgen Abandoned Product Technology is granted to a Party under this Article V for a particular purpose, the Party granting such license retains all of its rights to such Licensed Technology or Amgen Abandoned Product Technology for all purposes not expressly licensed.

5.7       Section 365(n) of the Bankruptcy Code.  All rights and licenses granted under or pursuant to any section of this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy Code to the extent permitted thereunder. The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Parties shall further be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property, and such, if not already in its possession, shall be promptly delivered to the non-bankrupt Parties, unless the bankrupt Party elects to continue, and continues, to perform all of its obligations under this Agreement.

ARTICLE VI - PAYMENTS

6.1       Initial Payment.  In partial consideration of the rights granted to Amgen hereunder, Array’s development efforts prior to the Effective Date and the performance of its obligations during the Discovery Program, Amgen shall pay to Array an initial fee of Sixty Million U.S. Dollars (U.S. $60,000,000) on or before January 7, 2010, which amount shall be non-refundable and non-creditable against any other amounts due Array under this Agreement.

6.2       Research Payments - Funding.  Subject to the limitations set forth below, and the other terms and conditions of this Agreement, during the Discovery Program Term Amgen shall reimburse costs incurred by Array in performing the Discovery Program in accordance with the

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Discovery Plan.  Amgen shall fund FTEs performing under the Discovery Plan beginning as of January 1, 2010.

6.2.1    FTEs.  An FTE rate [***] per FTE shall be used for purposes of determining the costs incurred by Array with respect to Array personnel performing work on the Discovery Program.  The FTE rate includes all salary, employee benefits, incidental materials and other expenses including support staff and overhead for or associated with an FTE.

6.2.2    Advance Payment of FTE Funding and Budgeted Amounts; FTE Reports.  Array shall invoice Amgen not earlier than [***] before the beginning of each calendar quarter during the Discovery Program Term for one fourth of the amount to be incurred for Array FTEs under the Discovery Plan for such calendar year.  Payment of each invoice shall be due [***] days following Amgen’s receipt of an invoice indicating the appropriate amount.  However, for the timing to submit and pay such an invoice for the first calendar quarter during the Discovery Program Term, Array shall submit such invoice promptly after the Effective Date and Amgen will use reasonable efforts to pay such invoice promptly, and in no event later than [***] following receipt of such invoice.  Unless agreed to by Amgen in writing such invoice shall not exceed one fourth of the amount budgeted to be incurred for Array FTEs under the Discovery Plan for such calendar year, and in no event shall the annual amount for the corresponding calendar year increase beyond amount budgeted for Array FTEs allocated for such year pursuant to the Discovery Plan.  Amgen shall only be required to reimburse Array for the lesser of (i) one fourth of the amount budgeted to be incurred for Array FTEs under the Discovery Plan for such calendar year, and (ii) the amount corresponding to the number of FTEs that Array actually dedicates to the performance of the Discovery Program in accordance with the Discovery Plan in such calendar quarter; provided that, if the number of Array FTEs actually dedicated to performance of the Discovery Program in accordance with the Discovery Plan is less than the FTEs budgeted to be used by Array under the Discovery Plan, then Array may carry forward a credit for such unused budgeted FTE(s) (but such credit may only be applied during the remaining calendar quarters of such calendar year) except that in no event shall the annual amount for such calendar year increase beyond the number of Array FTEs allocated for such year pursuant to the Discovery Plan.  Array shall deliver written reports (certified by an authorized representative of Array) to Amgen on a quarterly basis (within [***] after the end of each calendar quarter) and annually (within [***] after the end of the corresponding calendar year) setting forth [***].  In the event that Amgen has overpaid Array, in the aggregate, for FTEs during a calendar year, then Array shall refund the amount of such overpayment to Amgen within [***] of the end of such calendar year (or at its option, Amgen may deduct the amount of such overpayment from any payments due or payable by Amgen to Array).  [***].

6.2.3    Reimbursement of External Costs.  Amgen shall not be obligated to reimburse Array for any external (i.e., non-FTE) costs unless the JRC specifically requests, as confirmed by Amgen in writing or as expressly stated in the written Discovery Plan approved by the JRC.  If Amgen does so agree to reimburse Array for certain external costs, then Amgen shall promptly (but in no event later than [***] after receipt of an invoice from Array) reimburse Array for such

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

reasonable out-of-pocket external costs incurred in conducting such activities authorized hereunder within the established budget for such activities.

6.3       Milestones.

6.3.1    Milestones.  Except as otherwise provided in, and subject to, the provisions set forth in this Section 6.3, during the Term Amgen shall pay to Array the amounts set forth in the tables below upon achievement, by or under the authority of Amgen or any Sublicensee, of each of the corresponding events set forth below (each, a “Milestone”), regardless of whether the development, promotion, or marketing of the applicable Product is discontinued at any time after the achievement of such Milestone:

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(a)        The Milestones set forth in the table below are hereinafter referred to as the “Development Milestones”:

(b)        The Milestones set forth in the table below are hereinafter referred to as the “Commercial Milestones”:

6.3.2    Products Not Containing ARRY-403.  With respect to a Product that does not contain ARRY-403, the foregoing Development Milestone payments (other than the Development

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Milestone payment [***]) and Commercial Milestone payments shall be [***] of the amount set forth in the applicable table set out above in Section 6.3.1(a) or 6.3.1(b)).

6.3.3    Certain Terms.  For purposes of the Milestones due under this Section 6.3 (and, as applicable for purposes of Section 6.5):

(a)  No Milestone payment set forth in the tables set out above in Section 6.3.1 shall be due more than once for a given Product.  Except with respect to Commercial Milestones which shall be payable for each Product (but only one-time for each such Product upon the first occurrence of each of the Commercial Milestones), no more than [***] shall be due hereunder for achievement of a given Milestone, regardless of whether such Milestone is achieved with respect to more than [***], except that, with respect to the Development Milestone payment for the [***], no Milestone payment shall be due with respect to [***] and such Milestone payment shall be payable not more than [***] in the aggregate.

(b)  All dosage forms, and all formulations, containing the same active ingredient shall be deemed a single Product; and Products having one or more different active ingredients shall be deemed separate Products.

(c)  As used in this Section 6.3, “[***]” of a [***] shall mean [***].

(d)  Subject to Section 6.3.3(a) and Section 6.3.4, if a subsequent Milestone is achieved with respect to a particular Product before a prior Milestone with respect to such same Product (“prior” referring to a lower number in the milestone table above, e.g., Milestone 2 being “prior” to Milestone 3), then all such prior Milestones shall be deemed achieved upon achievement of the subsequent Milestone; provided, however, that achievement of Milestone 6 or 7 shall not result in Milestone 5 or 6, as applicable, becoming payable by reason of this Section 6.3.3(d).  Each of Milestone 5, 6 and 7 shall require its own actual achievement to cause such corresponding Milestone payment to become payable.

(e)  “First Commercial Sale” shall mean, with respect to a Product in a particular country, the first bona fide commercial sale of such Product following Marketing Approval in such country by or under authority of Amgen or its Sublicensees.  It is understood that the [***] shall be [***] upon the First Commercial Sale of a Product in any country that is a [***] either (i) as of the Effective Date, or (ii) as of the date of the First Commercial Sale in such country.

6.3.4    Credits.  Should all development of a particular Product discontinue prior to First Commercial Sale of such Product in the first country, for any reason, and be replaced by an alternative Product, then, for the next Product to achieve a Milestone for which a corresponding Milestone payment was made for the discontinued Product, no Milestone payment shall be due with respect to such alternative Product with respect to such Milestone(s).

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

6.4       Milestone Payment Timing.  Within [***] of the occurrence of a Milestone event listed above for which Amgen is required to make a payment hereunder, Amgen shall notify Array of such occurrence (or, in the event that a Milestone is achieved by Array in the course of activities assigned to Array under this Agreement or the Global Discovery Plan or by the written agreement of the Parties, Array shall promptly notify Amgen of such occurrence), and Array will invoice Amgen for the related Milestone payment.  Such Milestone payment shall be due and payable by Amgen within [***] after receipt of the applicable invoice from Array.  Notwithstanding anything herein to the contrary, Amgen shall only be obligated to make each of the foregoing Milestone payments [***] for a Product that contains ARRY-403 (except for the Commercial Milestones) and [***] with respect to all Products (including ARRY-403), for the first [***] (except to the extent otherwise provided in Section 6.3.4 with respect to an alternative Product, if applicable) of the applicable Milestone with respect to the Products, regardless of how many times the applicable Milestone event may be subsequently achieved by Products (except for the Development Milestone payment for the [***], which shall only be [***]).

6.5       Earned Royalties For Products.  During the Term, Amgen shall pay to Array, on a quarterly basis, a royalty on the Net Sales of each Product by Amgen, its Affiliates or Sublicensees made during the Royalty Term.  Such royalty shall be paid quarterly, at the applicable rates set forth in Section 6.5.1 below, based on the total annual Net Sales made during the Royalty Term for each calendar year, on a Product-by-Product basis, subject to Section 6.5.2(a).

6.5.1    General.  Subject to the other provisions of this Section 6.5 and to Section 6.11, the applicable royalty rate for incremental Net Sales of a particular Product shall be as follows:

(a)  For a Product that incorporates ARRY-403:

(b)  For a Product that incorporates a Compound but does not incorporate ARRY-403:  [***] of the applicable royalty rate in the ARRY-403 Royalty Rate Table (or as such royalty rate may be reduced pursuant to Section 6.5.1(c)).

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[ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(c)  Notwithstanding anything contained herein, the royalty rates set forth in the ARRY-403 Royalty Table shall be [***] for Net Sales of a Product during the Royalty Term in countries of the Territory where there is no Valid Claim within the Array Patents or Patents within the Collaboration Technology claiming the manufacture, use or sale of such Product in such country where such Product was sold.

6.5.2    Other.

(a)  For purposes of determining the royalty rate(s) pursuant to Section 6.5 that is or are applicable hereunder on the Net Sales of a Product during the Royalty Term and for [***], all Net Sales of such Product in countries during the effective period of an applicable Royalty Term shall be aggregated on a calendar year basis and the applicable royalty rate shall be determined separately for each separate Product.

(b)  Amgen shall not attempt to reduce compensation rightly due to Array hereunder by shifting compensation otherwise payable to Amgen from a Third Party with respect to a Product to another product or service for which no royalties are payable by it hereunder.

(c)  Any disposal of a Product at no charge for, or use of a Product without charge in, clinical or preclinical trials, given as free samples, or distributed at no charge to patients unable to purchase the same shall not be included in Net Sales.

6.6       Term For Royalty Payment.  Royalties payable under Section 6.5 shall be paid on a country-by-country and Product-by-Product basis from the date of the First Commercial Sale of the applicable Product until the later of:

(i)   the expiration of the last to expire Valid Claim within the Array Patents and Collaboration Technology claiming the manufacture, use or sale of such Product in the country where the applicable Product was sold; or

(ii)  [***] following the date of the First Commercial Sale of such Product in such country (the “Royalty Term”).

6.7       Foreign Exchange; Manner and Place of Payment.  With respect to Net Sales invoiced in United States dollars, the Net Sales hereunder shall be reported in United States dollars.  With respect to Net Sales invoiced in a currency other than United States dollars, the Net Sales invoiced shall be converted and reported into the United States dollar equivalent using a rate of exchange which corresponds to the rate used by Amgen (or its Sublicensees, as applicable), for the respective reporting period consistently with its other products, to record such Net Sales in its books and records that are maintained in accordance with U.S. generally accepted accounting principles.  All payments hereunder will be paid in United States dollars, except as set forth in Section 6.13.  Payment of all sums due by Amgen hereunder shall be made by check, wire transfer, or electronic