Common use of Existing Stock Clause in Contracts

Existing Stock. As of the Effective Date, Array has on hand the quantities of Product specified on Exhibit C (the “Existing Quantities of Product”). (a) In order to help facilitate Oncothyreon’s initial efforts in the Development Program, Array agrees to transfer to Oncothyreon a mutually agreed amount of ARRY 380 from Array’s Existing Quantities of Product, in drug product form, solely for use in conducting activities under the Development Plan, in the time frames reasonably requested by Oncothyreon in writing (which shall be within a reasonable time after the Effective Date and, in no event, later than one (1) year). Prior to the first shipment of Existing Quantities of Product to Oncothyreon, Array will provide to Oncothyreon the applicable specifications used by Array for such Existing Quantities of Product. Oncothyreon may, within twenty (20) days after receipt of Existing Quantities of Products shipped to Oncothyreon, reject any such quantities received by Oncothyreon that fail to meet such specifications, and otherwise shall accept such Existing Quantities of Products. If Oncothyreon has not rejected any portion of the Existing Quantities of Product within twenty (20) days after receipt thereof, Oncothyreon shall be deemed to have accepted such portion of the Existing Quantities of Product. Within twenty (20) days of acceptance of Product, Oncothyreon shall reimburse Array [*] of Array’s Fully Burdened Manufacture Cost for such Existing Quantities of Product. Array shall deliver API to Oncothyreon, or to a destination designated by Oncothyreon in writing (FCA (Free Carrier), airport of departure, Incoterms 2000) by transporting the API to the air carrier at the airport of departure specified by Oncothyreon in writing. The Parties shall confer prior to any such delivery of the API regarding the container and shipping details and other related data and information. (b) Array shall provide to Oncothyreon the most recent certificate of analysis and a certificate of compliance for each shipment of Existing Quantities of Product. (c) Prior to transfer of any Existing Quantities of Product to Oncothyreon, the Parties shall in good faith negotiate and enter into a Supply and Quality Agreement including the terms set forth in this Section 9.1 and other mutually acceptable terms.