Custom Synthesis Development and Supply Agreement (2000)Full Document 

Start of Preview
                                CUSTOM SYNTHESIS
                        DEVELOPMENT AND SUPPLY AGREEMENT

                                 By and Between

                                MERCK & CO., INC.


                                       and


                              ARRAY BIOPHARMA INC.

--------------------------------------------------------------------------------

This Agreement (the "Agreement") confirms the mutual understanding by and
between Merck & Co., Inc., a corporation organized and existing under the laws
of the State of New Jersey with its principal place of business at One Merck
Drive, Whitehouse Station, NJ 08889 ("MERCK"), and Array BioPharma Inc., a
corporation organized and existing under the laws of the State of Delaware with
a place of business at 1885 33rd Street, Boulder, Colorado 80301 ("ARRAY").

WHEREAS, ARRAY has the ability and expertise to prepare collections of drug-like
small molecule compounds which are amenable to high-speed synthesis ("Custom
Libraries"); and

WHEREAS, MERCK desires for ARRAY to annually synthesize a certain number of
Custom Libraries solely for MERCK on an exclusive basis.

NOW THEREFORE, MERCK AND ARRAY agree as follows:

1.       Purpose: Following execution of this Agreement, MERCK shall identify
         Custom Libraries it would like ARRAY to synthesize. ARRAY agrees to
         diligently perform services for the purpose of synthetically preparing
         such Custom Libraries for MERCK (the "Services").

2.       Library Design Committee: Within thirty days of the Effective Date of
         this Agreement, the parties shall form a Library Design Committee
         ("LDC") comprised of two representatives from each party.

         (a)      MERCK shall submit all requests for the development of Custom
                  Libraries to the LDC. The LDC shall review all MERCK requests,
                  advise regarding the feasibility of such requests, and approve
                  and/or modify such requests where reasonable.


[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

   2




         (b)      The LDC shall meet every other month, at ARRAY's offices in
                  Boulder, Colorado, to review the ongoing status and any
                  scientific issues raised by the Services performed hereunder.

         (c)      The parties agree that they will cooperate to reasonably
                  resolve any scientific disputes related to the development of
                  Custom Libraries. In the event that the parties cannot
                  reasonable resolve any such disputes, the LDC shall meet to
                  try to reach a final resolution.

3.       Materials: MERCK shall provide to ARRAY such non-commercially available
         materials in MERCK's internal collection necessary for Array to perform
         the Services. Additionally, Merck shall be responsible for providing or
         reimbursing (if approved by MERCK prior to purchase) Array for all
         other reagents which are necessary for the synthesis of any requested
         Custom Libraries (the aforementioned "non-commercially available
         materials and the reagents provided or paid for by MERCK shall
         hereinafter be "Materials"). These Materials are not to be used in
         humans. It is understood that such materials are provided solely for
         the Services being performed hereunder and shall not be used for any
         other purpose nor shall such samples or any derivatives, analogs,
         modifications or components thereof be transferred, delivered or
         disclosed to any third party without the advance written consent of
         MERCK. Any unused Materials shall be returned to MERCK promptly upon
         completion of such Services or otherwise disposed of in accordance with
         instructions from MERCK.

4.       Custom Library Supply:

         (a)      ARRAY shall develop and provide approximately [ * ] Custom
                  Libraries for MERCK each year. Each compound provided within a
                  Custom Library shall be provided in [ * ] mg amounts and in
                  two sets of vials provided by MERCK. The number of compounds
                  per Custom Library will vary; but ARRAY hereby agrees to
                  synthesize approximately [ * ] compounds per year with
                  approximately [ * ] compounds per Custom Library.

         (b)      The Custom Libraries generated hereunder and all compounds
                  included therein shall be the sole and exclusive property of
                  MERCK. ARRAY shall deliver to MERCK, each Custom Library [ * ]
                  of the requested amount for each compound within a Custom
                  Library, accompanied by a writing, in English, describing the
                  step-wise synthetic procedure to prepare each compound within
                  the Custom Libraries ("Product Report"), HPLC analysis
                  (detection technique to be determined by the LDC on a Custom
                  Library by Custom Library basis) and mass spectral (MS)
                  analyses to prove chemical identity and confirm minimum purity
                  of [ * ] and an average purity of at least [ * ]. MERCK shall
                  have no obligation to accept or pay for any Custom Libraries
                  for which any of this data is not provided.

         (c)      [ * ]


[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

   3


5.       Term: The Term of this Agreement shall be three years with the Services

End of Preview