DEVELOPMENT AND SUPPLY AGREEMENT
By and Between
MERCK & CO., INC.
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
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 506 of the Securities Act of 1933, as amended.
(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