Contract
[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
EXHIBIT 10.67
CONFIDENTIAL
VIA FAX AND FEDERAL EXPRESS
March 10, 2005
Xxxxx X. Xxxxxxx, Ph.D.
Chief Operating Officer
Array BioPharma, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Chief Operating Officer
Array BioPharma, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
RE: Drug Discovery Collaboration Agreement
Dear Xxxx
As you know, InterMune, Inc. (“InterMune”) and Array BioPharma Inc. (“Array”) are
parties to that certain Drug Discovery Collaboration Agreement dated September 13, 2002, as amended
May 8, 2003, January 7, 2004, September 10, 2004 and December 7, 2004 (collectively, the
“Agreement”). Any capitalized term used herein and not otherwise defined will have the
same meaning as set forth in the Agreement.
Pursuant to Section 4.2.1 of the Agreement, InterMune has the right to make a cash payment to Array
of [ * ] with respect to a Lead Compound in return for Array’s [ * ] to InterMune of any
Collaboration Patent which contains a Valid Claim covering the composition of matter of such Lead
Compound (and any Product containing such Lead Compound). As of the date hereof, in return for the
appropriate payments made by InterMune to Array, Array has already [ * ] to InterMune certain
Collaboration Patents with respect to Lead Compounds [ * ] and [ * ] pursuant to the Agreement.
InterMune desires to obtain the [ * ], notwithstanding the fact that [ * ].
Accordingly, InterMune and Array hereby agree as follows:
1. | InterMune shall pay to Array [ * ] in cash; and | ||
2. | Following Array’s receipt of such cash payment and in the spirit of Section 4.2.1 of the Agreement, Array shall immediately (i) effectuate the [ * ] to InterMune of [ * ] which claims the composition of matter of chemical compounds, one of which shall be [ * ] in accordance with the Agreement [ * ], and (ii) have the continuing obligation to [ * ] to InterMune any Collaboration Patent containing a Valid Claim covering the composition of matter of such Lead Compound (and any Product containing such Lead Compound) or a method of using or a method of making such Lead Compound in accordance with the Agreement. In the event |
InterMune [ * ], InterMune shall, at Array’s request, [ * ] to Array [ * ] to InterMune under this letter agreement. |
Except as set forth above, all terms and conditions of the Agreement will remain in full force and
effect.
Please acknowledge your agreement to the above by having an authorized Array representative
countersign both enclosed copies of this letter agreement where indicated below, and returning one
original to the attention of Xxxxxx Xxxxx. Contracts Administrator, at InterMune. We would be
happy to proceed based on receipt of a facsimile copy while awaiting the original.
Sincerely,
/s/ Xxx Xxxxx
Xxx Xxxxx
President and CEO
President and CEO
Acknowledged and Agreed: | ||||
ARRAY BIOPHARMA INC. | ||||
By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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COO
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Date:
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3-14-05
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cc:
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General Counsel, Array BioPharma |
[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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