April 2010, Array BioPharma (ARRY) entered into a license agreement with Novartis (NVS) @Novartis which granted Novartis the exclusive worldwide right to develop and commercialize binimetinib, as well as other specified MEK inhibitors.

March 2015, Array regained these rights and the 2010 License Agreement terminated on the Effective Date of the Binimetinib Agreement.

January 2015, as amended (the “Binimetinib Agreement”), to which Array regained all development and commercialization rights to binimetinib, and by the Asset Transfer Agreement with Novartis dated January 2015 (the “Encorafenib Agreement”) to which Array obtained all development and commercialization rights to encorafenib (LGX818).

  • On the Effective Date, Novartis transferred or exclusively licensed to Array all assets, including intellectual property, regulatory filings, technology, inventory and contract rights, owned by Novartis that relate to binimetinib and to encorafenib worldwide. Also upon the Effective Date, the existing license agreement with Novartis dated April 19, 2010, terminated? as a result, Arrat was not required to pay accrued co-development costs.
  • All ongoing clinical trials involving binimetinib and encorafenib continue to be conducted. Novartis provides substantial financial support under the Transition Agreements for all clinical trials involving binimetinib and encorafenib in the form of reimbursement for all associated outofpocket costs.
  • Novartis Pharma also retains binimetinib and encorafenib supply obligations for all clinical and commercial needs for up to 30 months after the Effective Date and will also assist Array in the technology and manufacturing transfer of binimetinib and encorafenib. Novartis will also provide Array continued clinical supply of several Novartis compounds including, LEE011 (CDK 4/6 inhibitor) and BYL719 (?PI3K inhibitor), for use in currently ongoing combination studies, and possible future studies, including Phase 3 trials, with binimetinib and encorafenib.

Upfront Payment $60MM, in consideration for the rights granted to Novartis under the prior License Agreement

Upfront Payment $85MM, as a result of the closing of the Binimetinib Agreement with Novartis

Array recorded the following amounts in the third quarter of fiscal 2015, resulting in a net gain on the Binimetinib and Encorafenib Agreements as follows (in thousands):

ARRY NVS Agreement