May 2013 Array BioPharma (ARRY) entered into a Development and Commercialization Agreement with Oncothyreon (ONTY) to collaborate on development and commercialization of ONT380 for the treatment of cancer (previously known also as ARRY380).

Upfront Payment Oncothyreon paid Array a onetime fee of $10MM

  • This agreement was terminated effective December 11, 2014.

December 2014, Array BioPharma entered into a License Agreement with Oncothyreon granting Oncothyreon an exclusive license to develop, manufacture and commercialize ONT380 an orally active, reversible and selective small molecule HER2 inhibitor.

Oncothyreon will be solely responsible for all preclinical and clinical development, regulatory and commercialization activities relating to ONT380.

Upfront Payment $20MM

Commercial

  • If Oncothyreon sublicenses rights to ONT380 to a third party, Oncothyreon will pay Array a percentage of any sublicense payments it receives, with the percentage varying according to the stage of development of ONT380 at the time of the sublicense.
  • If Oncothyreon is acquired within three years of the effective date of the License Agreement, and ONT380 has not been sublicensed to another entity prior to such acquisition, then:

> Acquirer will be required to make milestone payments of up to $280MM
> Array is entitled to receive up to a doubledigit royalty on ONT380 net sales