Exhibit 10.32


Execution Copy


***Text Omitted and Filed Separately


with the Securities and Exchange Commission.


Confidential Treatment Requested


Under 17 C.F.R. Sections 200.80(b)(4)


and
240.24b-2.


EXCLUSIVE LICENSE AND RESEARCH COLLABORATION AGREEMENT


between


IDENIX PHARMACEUTICALS, INC.


and


METABASIS THERAPEUTICS, INC.













EXCLUSIVE
LICENSE AND RESEARCH COLLABORATION AGREEMENT


THIS EXCLUSIVE LICENSE AND
RESEARCH COLLABORATION AGREEMENT  (the
“Agreement”)
is entered into as of October 24, 2006 (the “Effective Date”) by and between IDENIX PHARMACEUTICALS, INC.,
a Delaware corporation (“Idenix”),
having an address of 60 Hampshire Street, Cambridge, Massachusetts 02139,
and METABASIS
THERAPEUTICS, INC., a
Delaware corporation (“Metabasis”),
having an address of 11119 North Torrey Pines Road, La Jolla, California
92037.  In this Agreement, Idenix and
Metabasis are each referred to individually as a “Party”  and collectively as the  “Parties.”


RECITALS


WHEREAS, Metabasis has developed Metabasis
Technology (as hereinafter defined) for the discovery and optimization of liver
targeted compounds and Idenix owns Idenix Nucleosides (as hereinafter defined);


WHEREAS, Idenix and Metabasis desire to enter into a
business relationship to identify and develop the Collaboration Compounds (as
hereinafter defined) and sell Products upon the terms and conditions set forth
herein; and


WHEREAS, Idenix desires to obtain licenses under
Metabasis Technology and Metabasis’ interest in Collaboration Technology and
Joint Technology (as each such term is hereinafter defined) to develop and
commercialize Products in the Field (as hereinafter defined), and Metabasis
desires to grant such licenses, in each case upon the terms and conditions set
forth herein.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing premises
and the mutual covenants herein contained, the Parties hereby agree as follows:


1.                                      DEFINITIONS


Unless specifically set forth to the contrary
herein, the following terms, whether used in the singular or plural, shall have
the respective meanings set forth below. References to “Articles”, “Sections”
and “subsections” in this Agreement shall be to Articles, Sections and
subsections respectively, of this Agreement unless otherwise specifically
provided:


1.1          [***] shall have the meaning provided in
Section 12.6(a).


1.2          “Affiliate” shall mean any company or entity
controlled by, controlling, or under common control with a Party.  For the purposes of this definition, the term
“control” (including, with correlative meanings, the terms “controlled by” and “under
common control with”) as used with respect to a Party means (a) in the case of
a corporate entity, direct or indirect ownership of voting securities entitled
to cast more than fifty percent (50%) of the votes in the election of directors
or (ii) in the case of a non-corporate entity, direct or indirect ownership of
more than fifty percent (50%) of the voting securities with the power to direct
the management and policies of such entity.


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1.3          “Collaboration Compound” shall mean a chemical entity that is
synthesized solely by a Party or jointly by the Parties (or on behalf of a
Party or the Parties) in the course of the Research Program during the Research
Term that [***].


1.4          “Collaboration Know-How” shall mean any Information or Invention,
to the extent directed  to a
Collaboration Compound or a method of making or using a Collaboration Compound,
generated or conceived solely by a Party (or on its behalf) or jointly by the
Parties (or on their behalf) in the course of the Research Program during the
Research Term.


1.5          “Collaboration Patents” shall mean Patents first filed after the
Effective Date with claims or portions thereof, to the extent that they
describe or claim a Collaboration Compound or a method of making or using a
Collaboration Compound, where such Invention is conceived solely by a Party (or
on its behalf) or jointly by the Parties (or on their behalf) in the course of
the Research Program during the Research Term; provided that any Patent with
the same disclosure as an Idenix Patent described in Section 1.22(a) or a
Metabasis Patent described in Section 1.38(a), such as a renewal, division,
continuation (in whole), or request for continued examination (RCE), reissue,
reexamination or the like, will be included in Section 1.22(a) or Section
1.38(a), as applicable, rather than this Section 1.5.


1.6          “Collaboration Technology” shall mean Collaboration Know-How and
Collaboration Patents.


1.7          “Combination Therapy” shall mean a fixed dose product
containing more than one (1) active pharmaceutical ingredient.  [***]


1.8          “Committee” shall mean the joint research committee
established to facilitate the Research Program as more fully described in
Section 2.1.


1.9          “Confidential Information” shall have the meaning given such term
in Section 7.1.


1.10        “Confidentiality Agreement” shall mean the confidentiality
agreement, dated March 29, 2006, by and between the Parties.


1.11        “Control” shall mean, with respect to any
Information, Patent or other intellectual property right, possession by a Party
of the ability (whether by ownership, license or otherwise) to grant access, a
license or a sublicense to such Information or intellectual property right
without violating the terms of any agreement or other arrangement with any
Third Party (before taking into account the effect of any licenses granted by
such Party to the other Party under this Agreement but after taking into
account the effect of Section 9.1(a)). 
For the avoidance of doubt, any Information, Patent or other
intellectual property right that a Party licenses under this Agreement to the
other Party shall not be deemed to be under the “Control” of such other Party.


1.12        “Development Candidate” shall have the meaning provided in
Section 4.1.


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1.13        “Failed Development Candidate” shall have the meaning provided in
Section 5.4.


1.14        “Field” shall mean the treatment of chronic
hepatitis C viral infections in humans.


1.15        “First Commercial Sale” shall mean, with respect to any Product,
the first sale in a country after the governing health regulatory authority of
such country has granted Regulatory Approval. 
For purposes of clarification, the first sale for end use or consumption
of a Product in a country after conditional approval has been granted will
constitute a First Commercial Sale for purposes of this Agreement.


1.16        “FTE” shall mean the equivalent of a full-time scientist’s
work time over a [***] (including normal vacations, sick days and holidays).


1.17        “HepDirect Technology” shall mean (a) (i) any and all [***]
and/or (ii) any method of making or using any of the foregoing (this clause
(a), “HepDirect Base Technology”); which (b) [***].


1.18        “Idenix Core Patent” shall mean any Patent listed in Exhibit A.


1.19        “Idenix Indemnitee” shall have the meaning provided in
Section 11.2.


1.20        “Idenix Know-How” shall mean any (a) Information or
Invention, to the extent directed to any Idenix Nucleoside or Collaboration
Compound or a method of making or using an Idenix Nucleoside or Collaboration
Compound, that is Controlled by Idenix as of the Effective Date,
(b) Information or Invention, to the extent directed to any Idenix
Nucleoside or a method of making or using an Idenix Nucleoside, that first
becomes Controlled by Idenix during the Research Term, and (c) Information or
Invention, to the extent directed to a Collaboration Compound or a method of
making or using a Collaboration Compound, that first becomes Controlled by
Idenix after the Research Term but prior to the First Commercial Sale of any
Product that contains such Collaboration Compound.  Notwithstanding the foregoing,
subsection (b) does not include any Information or Invention to the extent
directed to a Collaboration Compound or a method of making or using a
Collaboration Compound.  For purposes of
clarity, Idenix Know-How does not include Metabasis Know-How.


1.21        “Idenix Nucleoside” shall mean either of the [***]
nucleosides, the [***] is specifically identified on Schedule I to
the Research Plan as of the Effective Date and [***] shall be specified by
Idenix in writing to Metabasis within [***] after the Effective Date, subject
to written approval by Metabasis, not to be unreasonably withheld or delayed,
and Schedule I
to the Research Plan shall be automatically amended to include [***].


1.22        “Idenix Patents” shall mean (a) Patents with claims or
portions thereof, to the extent directed to any Invention that is an Idenix
Nucleoside or Collaboration Compound or a


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method of making or using an Idenix Nucleoside or Collaboration
Compound, where such Patents are Controlled by Idenix as of the Effective Date,
(b) Patents with claims or portions thereof, to the extent directed to any
Invention that is an Idenix Nucleoside or a method of making or using an Idenix
Nucleoside, where such Invention first becomes Controlled by Idenix during the
Research Term (provided that any such Patent with the same disclosure as a
Patent described in subsection (a), such as a renewal, division, continuation
(in whole), or request for continued examination (RCE), reissue, reexamination
or the like, will be included in subsection (a) rather than
subsection (b)) and (c) Patents with claims or portions thereof, to the
extent directed to any Invention that is a Collaboration Compound or a method
of making or using a Collaboration Compound, where such Invention first becomes
Controlled by Idenix after the Research Term but prior to the First Commercial
Sale of any Product that contains such Collaboration Compound.  Notwithstanding the foregoing,
subsection (b), does not include any claims of such Patents or portions
thereof to the extent directed to any such Invention that is a Collaboration
Compound or a method of making or using a Collaboration Compound.  For purposes of clarity, Idenix Patents do
not include Metabasis Patents.  The
Idenix Patents existing on the Effective Date are listed on Exhibit C.


1.23        “Idenix Technology” shall mean the Idenix Know-How and
Idenix Patents.


1.24        “IND” shall mean an Investigational New Drug application,
Clinical Study Application, Clinical Trial Exemption, or similar application or
submission for approval to conduct human clinical investigations filed with or
submitted to a Regulatory Authority in conformance with the requirements of
such Regulatory Authority.


1.25        “Information” shall mean all tangible and intangible
(a) techniques, technology, practices, trade secrets, inventions (whether
patentable or not), methods, processes of manufacture, intermediates, dosing
regimens, formulations, knowledge, know-how, skill, experience, test data and
results (including pharmacological, toxicological and preclinical and clinical
test data and results), analytical and quality control data, results or
descriptions, software and algorithms and (b) compositions of matter, cells,
cell lines, assays, animal models and physical, biological or chemical
material.


1.26        “Invention” shall mean any invention, conception,
actual reduction to practice, constructive reduction to practice, process,
method, use, composition of matter, article of manufacture, discovery or
finding, whether or not patentable.


1.27        “Joint Invention” shall mean any Invention conceived
jointly by the Parties (or on their behalf) in the course of the Research
Program during the Research Term; but excluding, in each case, Collaboration
Technology, Idenix Technology and Metabasis Technology.


1.28        “Joint Patents” shall mean Patents claiming any Joint
Invention.


1.29        “Joint Patent Counsel” shall have the meaning provided in
Section 9.2(d)(i).


1.30        “Joint Technology” shall mean Joint Inventions and Joint
Patents.


1.31        “Losses” shall have the meaning provided in
Section 11.1.



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1.32        “Major European Market” shall mean: (a) any [***] of the
following countries: [***]; or (b) [***].


1.33        “Major Market” shall mean the [***].


1.34        “Materials” shall have the meaning provided in
Section 3.8.


1.35        “Metabasis Core Patents” shall mean any Patent listed in Exhibit B.


1.36        “Metabasis Indemnitee” shall have the meaning provided in
Section 11.1.


1.37        “Metabasis Know-How” shall mean any (a) Information or
Invention, to the extent directed to HepDirect Technology or Collaboration
Compound or a method of making or using HepDirect Technology or a Collaboration
Compound, that is Controlled by Metabasis as of the Effective Date and
(b) Information or Invention, to the extent directed to HepDirect
Technology or a method of making or using HepDirect Technology, that first
becomes Controlled by Metabasis during the Research Term.  Notwithstanding the foregoing,
subsection (b) does not include any Information or Invention to the extent
directed to a Collaboration Compound or a method of making or using a
Collaboration Compound.  For purposes of
clarity, Metabasis Know-How does not include Idenix Know-How.


1.38        “Metabasis Patents” shall mean (a) Patents with claims or
portions thereof, to the extent directed to any Invention that is HepDirect
Technology or Collaboration Compound or a method of making or using HepDirect
Technology or a Collaboration Compound, where such Patents are Controlled by
Metabasis as of the Effective Date, and (b) Patents with claims or portions
thereof, to the extent directed to any Invention that is HepDirect Technology
or a method of making or using HepDirect Technology, where such Invention first
becomes Controlled by Metabasis during the Research Term (provided that any
such Patent with the same disclosure as a Patent described in
subsection (a), such as a renewal, division, continuation (in whole), or
request for continued examination (RCE), reissue, reexamination or the like,
will be included in subsection (a) rather than subsection (b)).  Notwithstanding the foregoing,
subsection (b) does not include any claims of such Patents or portions
thereof to the extent directed to any such Invention that is a Collaboration
Compound or a method of making or using a Collaboration Compound.  For purposes of clarity, Metabasis Patents do
not include Idenix Patents.  The
Metabasis Patents existing on the Effective Date are listed on Exhibit D.


1.39        “Metabasis Technology” shall mean the Metabasis Know-How and
Metabasis Patents.


1.40        “NDA” shall mean a New Drug Application (as more fully
defined in 21 C.F.R. 314.5 et seq.)
and all amendments and supplements thereto filed with the FDA, or the
equivalent application filed with any equivalent agency or governmental
authority outside the United States of America (including any supra-national
agency such as in the European Union), including all documents, data, and other
information concerning a pharmaceutical product which are necessary for gaining
Regulatory Approval to market and sell such pharmaceutical product.


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1.41        “Net Sales” shall mean, with respect to any Product,
the gross invoiced sales price of such Product by Idenix and Sublicensees to
Third Parties which are not Sublicensees (provided that, if any Sublicensee is
the end user of such Product, the amount included in Net Sales shall be deemed
to be the amount that would be billed to a Third Party end user in an arm’s
length transaction), less the following deductions to the extent included in
the gross invoiced sales price for such Product or otherwise directly paid or
incurred by Idenix or Sublicensees with respect to the sale of such Product:


(a)           normal and customary trade and quantity discounts, credits and
allowances actually allowed and properly taken directly with respect to sales
of such Product;


(b)           amounts repaid or credited by reason of rejections, recalls, returns,
rebates, government mandated rebates, and allowances;


(c)           chargebacks and other amounts paid on sale or dispensing of such
Product;


(d)           retroactive price reductions that are actually allowed or granted;


(e)           tariffs, duties, excise, sales, value-added or other taxes (other than
taxes based on income);


(f)            cash discounts for timely payment;


(g)           delayed ship order credits;


(h)           discounts pursuant to patient discount programs; and


(i)            freight, shipping and insurance charges.


In
the event a Product (for purposes of this paragraph, the “relevant Product”)
comprises a Development Candidate and an additional active pharmaceutical
ingredient sold in a country in combination for use as a fixed-dose Product as
a Combination Therapy, and both a Product comprising the Development Candidate
as the sole active ingredient and a pharmaceutical product containing such
additional active pharmaceutical ingredient as the sole active ingredient are
sold separately in such country, the Net Sales for the relevant Product in such
country shall be calculated by multiplying Net Sales in such country (as would
otherwise be determined in accordance with this definition of “Net Sales”
(i.e., without giving effect to this paragraph or the immediately following
paragraph)) by the fraction A/(A+B), where A is the gross invoiced sales price
in such country of the Product comprising the Development Candidate as the sole
active ingredient (when sold separately from the Combination Therapy), and B is
the gross invoiced sales price in such country of the pharmaceutical product
comprising the additional active pharmaceutical ingredient as the sole active
ingredient (when sold separately from the Combination Therapy). Notwithstanding
the foregoing, the fractional adjustment set forth in this paragraph shall not
apply (and the fractional adjustment and procedures in the immediately
following paragraph shall apply instead) in the event actual sales of the
separate pharmaceutical product comprising the additional active pharmaceutical
ingredient as the sole active ingredient are not more than incidental in such
country.



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In
the event a Product (for purposes of this paragraph, the “relevant Product”)
comprises a Development Candidate and an additional active pharmaceutical
ingredient sold in a country in combination for use as a fixed-dose Product as
a Combination Therapy, and either a Product comprising the Development
Candidate as the sole active ingredient or the pharmaceutical product
comprising the additional active pharmaceutical ingredient as the sole active
ingredient is not sold separately in such country, the Net Sales for the
relevant Product in such country shall be calculated by multiplying Net Sales
in such country (as would otherwise be determined in accordance with this
definition of “Net Sales” (i.e., without giving effect to this paragraph or the
immediately preceding paragraph)) by the fraction A/(A+B), where A is the fair
market value in such country of the Product comprising the Development
Candidate as the sole active ingredient (when or if it were (as applicable)
sold separately from the Combination Therapy), and B is the fair market value
in such country of the pharmaceutical product comprising the additional active
pharmaceutical ingredient as the sole active ingredient (when or if it were (as
applicable) sold separately from the Combination Therapy). For purposes of
calculating the fraction specified in the immediately preceding sentence,
Idenix shall make a written proposal to Metabasis, for its review and approval,
of the fair market value of each component of such fraction, reasonably supported
by written documentation. If the Parties are unable to reach agreement on such
matters, the provisions of Section 12.6 shall apply.


For
clarification purposes, there shall be no fractional adjustment in the
calculation of Net Sales (i.e., no effect shall be given to the immediately
preceding two paragraphs) with respect to any Product comprising a Development
Candidate that is sold together or promoted as a combination with a separate
pharmaceutical product (including any interferon) for co-administration.


1.42        “Notice Date” shall have the meaning provided in
Section 12.6(b).


1.43        “Patents” shall mean (a) all patents,
certificates of invention, applications for certificates of invention, priority
patent filings and patent applications, including without limitation patent
applications under the Patent Cooperation and the European Patent Convention,
together with (b) any renewal, division, continuation (in whole or in
part), or request for continued examination (RCE) of any of such patents, certificates
of invention and patent applications, and any and all patents or certificates
of invention issuing thereon, and any and all reissues, reexaminations,
extensions, divisions, renewals, substitutions, confirmations, registrations,
revalidations, revisions, and additions of or to any of the foregoing, and any
foreign counterparts of any of the foregoing and any other patents and patent
applications claiming priority back to any of the foregoing.


1.44        “Phase 1 Clinical Trial” shall mean a human clinical trial in any
country that is carried out to obtain data that can be submitted to the FDA in
satisfaction of the requirements of 21 CFR 312.21(a).


1.45        “Phase 2 Clinical Trial” shall mean a human clinical trial in any
country that is carried out to: (i) determine efficacy and dose range; and (ii)
obtain data that can be submitted to the FDA in satisfaction of the
requirements of 21 CFR 312.21(b). 
Notwithstanding the foregoing, Phase 2 Clinical Trial shall not include
a phase 1b/2a clinical trial that includes a treatment period less than twelve
(12) weeks in length.



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1.46        “Phase 3 Clinical Trial” shall mean a pivotal human clinical
trial in any country that is carried out to obtain data that can be submitted
to the FDA in satisfaction of the requirements of 21 CFR 312.21(c).


1.47        “Process Chemistry Know-How” shall mean any Information or Invention,
to the extent directed to a process chemistry improvement to HepDirect
Technology, that first becomes Controlled by Idenix following receipt of the
information with respect to a Development Candidate pursuant to Section 3.4 but
prior to the First Commercial Sale of any Product that contains such
Development Candidate.


1.48        “Process Chemistry Patents” shall mean Patents with claims or
portions thereof, to the extent directed to any Invention that is a process
chemistry improvement to HepDirect Technology, that first becomes Controlled by
Idenix following receipt of the information with respect to a Development
Candidate pursuant to Section 3.4 but prior to the First Commercial Sale of any
Product that contains such Development Candidate.


1.49        “Process Chemistry Technology” shall mean Process Chemistry Know-How and
Process Chemistry Patents.


1.50        “Product” shall mean any preparation in final form
containing a Development Candidate for sale by prescription, over-the-counter
or any other method.


1.51        “Project Leader” shall have the meaning provided in
Section 2.5.


1.52        “Proof of Concept” shall have the meaning provided in Schedule II to
the Research Plan.


1.53        “Proposed Resolution Deadline” shall have the meaning provided in
Section 12.6(c).


1.54        “Regulatory Approval” shall mean any and all approvals
(including price and reimbursement approvals, if required), licenses,
registrations, or authorizations of any Regulatory Authority in a particular
jurisdiction that are necessary for the manufacture, use, storage, import,
transport and/or sale of a Product in such jurisdiction in accordance with
applicable laws.


1.55        “Regulatory Authority” shall mean any national or supranational
governmental authority, including, without limitation, the FDA and the EMEA,
that has responsibility in any country or other regulatory jurisdiction over
the development and/or commercialization of Products.  For purposes of this Agreement, “FDA” shall
mean the U.S. Food and Drug Administration or any successor agency, and “EMEA”
shall mean the European Medicines Agency or any successor agency.


1.56        “Research Plan” means the plan (the initial form of which
has been agreed upon in writing by the Parties as set forth in the letter
agreement dated as of the Effective Date) that sets out the research work to be
performed by Metabasis and Idenix in conducting the Research Program, as such
plan may be amended or modified by the Committee or by mutual written agreement
of the Parties as contemplated under this Agreement.



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1.57        “Research Program” shall mean the research activities
undertaken by either or both of the Parties 
as set forth in Article 3 and the Research Plan.


1.58        “Research Term” shall mean the duration of the Research
Program, and “Initial Research Term”
and “Extended Research Term” shall
have the respective meanings given such terms in Section 3.6(a).


1.59        “Royalty-Extending Patent” shall mean any Specific Claim if a
license to such Specific Claim granted pursuant to Section 4.2(a)(iii) provides
Idenix or its Sublicensee with market exclusivity for the applicable
Development Candidate or Product and such market exclusivity is due solely to
the license granted to such Specific Claim.


1.60        “Royalty Term” shall mean, in the case of any Product in
any country, the period of time commencing on the First Commercial Sale of such
Product in such country and ending upon the later of (a) [***] after the date
of First Commercial Sale of such Product in such country, and (b) the
expiration of the last to expire of (i) the Metabasis Patents, Idenix Patents,
Collaboration Patents, or Joint Patents containing a Valid Claim that would,
absent ownership of or a license to such Patent, be infringed by the use or
sale of such Product or the Development Candidate therein or by the manufacture
of such Product or the Development Candidate therein (if ownership of or a
license to such a Patent containing a Valid Claim of method of manufacturing
such Development Candidate or Product would provide market exclusivity for the
applicable Product) or (ii) any Royalty-Extending Patents.


1.61        “Specific Claims” shall have the meaning provided in
Section 4.2(a)(iii).


1.62        “Sublicensee” shall mean an Affiliate or Third Party
to which Idenix has (a) sublicensed some or all of Metabasis Technology or
Collaboration Technology or any Royalty-Extending Patent,  or (b) licensed some or all of Idenix
Technology or Joint Technology to develop, make, have made, use, sell, have
sold, offer for sale or import Development Candidates and Products in the Field
during the Term.


1.63        “Term” shall have the meaning provided in
Section 10.1.


1.64        “Territory” shall mean worldwide.


1.65        “Third Party” shall mean an entity other than Idenix
and its Affiliates, and Metabasis and its Affiliates.


1.66        “Third Party Patent” shall have the meaning provided in
Section 5.5(b)(iii).


1.67        “Title 11” shall have the meaning provided in
Section 10.7.


1.68        “Valid Claim” shall mean a claim of (a) an issued and
unexpired patent or a supplementary protection certificate, which claim has not
been held invalid or unenforceable by a court or other government agency of
competent jurisdiction from which no appeal can be or has been taken and has
not been held or admitted to be invalid or unenforceable through re-examination
or disclaimer, opposition procedure, nullity suit or otherwise, or (b) a
pending patent application; provided,
however, that if a claim of a pending patent application shall not


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have issued within [***] (or in Japan, [***] after the
earliest filing date from which such claim takes priority, such claim shall not
constitute a Valid Claim for the purposes of this Agreement unless and until a
patent issues with such claim.


2.                                      RESEARCH
PROGRAM GOVERNANCE


2.1          Joint Research Committee. 
Promptly after the Effective Date, the Parties will form a Joint
Research Committee (the “Committee”)
composed of an equal number of representatives of each of Idenix and
Metabasis.  One member of the Committee
shall be selected to act as the chairperson of the Committee, with each
chairperson acting for a term of twelve (12) months.  The chairperson shall be selected alternately
by Metabasis and Idenix, and [***] shall designate the first chairperson.  The purpose of the Committee is to ensure
that the goals and purpose of this Agreement are being carried out in a timely
and effective manner.


2.2          Meetings.  The Committee shall meet at least [***] times
per year during the Research Term or at such greater frequency as the Committee
agrees.  Such meetings may be conducted
by videoconference, teleconference or in person, as agreed by the Parties, and
the Parties shall agree upon the time of meetings.  In-person meetings shall alternate between
the facilities of Idenix in Cambridge, Massachusetts, and the facilities of
Metabasis in La Jolla, California.  No Committee meeting may be conducted unless at
least one representative of each Party is participating.  Each Party shall bear its own expenses
related to the attendance of such meetings by its representatives.  A reasonable number of additional
representatives of a Party may attend meetings of the Committee in a non-voting
capacity.


2.3          Minutes.  The hosting Party shall have responsibility for
preparing definitive minutes of each Committee meeting, a draft of which shall
be circulated for comment to all members of the Committee within ten
(10) business days after the relevant meeting.  Such minutes shall provide a description, in
reasonable detail, of the Research Program progress to date, and of the
discussions at the meeting, a list of any actions or determination approved by
the Committee and any disagreements not resolved by the Committee.  The Project Leaders shall discuss any comments
on such minutes and finalize the minutes by no later than 30 business days
after the meeting.  Any disagreement on
the minutes shall be resolved in accordance with Section 2.4.


2.4          Committee Decision-Making. 
All decisions of the Committee shall be unanimous, with the
representatives of each Party collectively having one (1) vote.  If the Committee is unable to decide or
resolve unanimously any matter properly presented to it for action, then at the
written request of either Party, the issue shall be referred to Metabasis’
Executive Vice President of Research and Development and Idenix’s Senior Vice
President, Biology, who shall attempt in good faith to resolve such issue as
promptly as practicable.  If such
officers are unable to resolve such issue within [***], then at the written
request of either Party, the issue shall be referred to the Chief Executive
Officer of Metabasis and the Chief Executive Officer of Idenix for
resolution.  Such officers of the Parties
will meet promptly thereafter in order to resolve such issue as promptly as practicable.


2.5          Project Leaders. 
Idenix and Metabasis each shall appoint a person (a “Project Leader”)
from the Committee to coordinate its part of the Research Program.  The Project


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Leaders shall be the primary contact between the
Parties with respect to the Research Program. 
Each Party shall notify the other Party as soon as practicable upon
changing this appointment.


3.                                      RESEARCH
PROGRAM


3.1          General.  Metabasis and Idenix shall engage in the Research
Program upon the terms and conditions set forth in this Agreement.  The activities to be undertaken in the course
of Research Program are set forth in the Research Plan which may be amended
from time to time upon the mutual written agreement of authorized
representatives of the Parties.


3.2          Conduct of Research.  Subject to the terms and conditions of this Agreement,
each Party shall be responsible for managing and controlling its respective
research obligations under the Research Plan. 
Each Party shall conduct the Research Program in good scientific manner,
and in compliance in all material respects with all requirements of applicable
laws, rules and regulations.  Each Party
hereby certifies that it will not and has not employed or otherwise used in any
capacity the services of any person debarred under Section 21 USC 335a in
performing any services hereunder.  Each
Party shall proceed diligently and in a timely manner with the work set out in
the Research Program by using commercially reasonable efforts to carry out the
activities assigned to such Party under the Research Program with sufficient
skills and experience as are required to accomplish the Research Program in
accordance with the terms of this Agreement and Research Plan.


3.3          Research Commitment; Metabasis FTEs.  During
the Research Term, each Party shall use its commercially reasonable efforts to
carry out the activities assigned to such Party under the Research Program in
accordance with such plan and the terms and conditions of this Agreement.  Without limiting the generality of the
foregoing, Metabasis shall devote to the performance of its responsibilities
under the Research Plan [***] FTEs per year during the Research Term, all of
whom shall be funded by Idenix in accordance with Section 5.2.  For purposes of clarification, in no event
shall Metabasis be obligated to devote to the Research Program more than the
number of FTEs being funded by Idenix under this Agreement.


3.4          Exchange of Information.  Upon execution of this Agreement, and from time to
time as necessary during the Research Term, Metabasis shall disclose to Idenix
all Collaboration Know-How not previously disclosed and such Metabasis Know-How
as is reasonably necessary, in Metabasis’ reasonable judgment, for the
performance by Idenix of its responsibilities under the Research Program.  Following designation of a Development
Candidate pursuant to Section 4.1, Metabasis shall disclose to Idenix all
Collaboration Know-How regarding such Development Candidate not previously
disclosed and such Metabasis Know-How as is reasonably necessary for the
manufacture, use (including use for development) or sale of Development
Candidates and Products in the Field. 
Upon execution of this Agreement, and from time to time as necessary
during the Research Term, Idenix shall disclose to Metabasis all Collaboration
Know-How not previously disclosed and such Idenix Know-How as is reasonably
necessary for the performance by Metabasis of its responsibilities under the
Research Program.  Nothing herein shall
require either Party to disclose information that is subject to bona fide confidentiality obligations to a
Third Party.


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3.5          Records and Reports.  Metabasis and Idenix shall each maintain records, in
sufficient detail and in good scientific manner appropriate for patent and
regulatory purposes, which shall fully and properly reflect all work done and
results achieved in the performance of the Research Program by such Party.  Within [***] during the Research Term, each
Party shall provide to the other Party a written progress report which shall
summarize (a) with respect to reports provided by Metabasis, data and results
regarding the Collaboration Compound with respect to each Idenix Nucleoside
that Metabasis identifies as most likely to meet the Proof of Concept or
Development Candidate criteria and (b) with respect to reports provided by
Idenix, test data and results regarding Collaboration Compounds tested by
Idenix to determine whether or not such Collaboration Compounds meet the Proof
of Concept or Development Candidate criteria. 
Without limiting the generality of the foregoing, each such progress
report will disclose any Collaboration Technology that such Party works on
during such calendar quarter.


3.6          Research Term.


(a)           Research Term. 
Except as otherwise provided in Article 10, the Research Term shall
commence on the Effective Date  and
continue for a period of two (2) years (the “Initial Research Term”).  Thereafter, the Parties may extend the
Research Term by mutual written agreement of the authorized representative of
the Parties, and shall, in such case, amend the Research Plan as applicable.  Any such extension of the Research Term shall
be referred to herein as an “Extended Research Term.”


(b)           Early Termination. 
Notwithstanding anything to the contrary in this Section 3.6,
Idenix may, with or without cause and in its sole discretion, terminate the
Research Term:


(i)            effective as of the first anniversary of the Effective
Date upon written notice to Metabasis given no later than [***] prior to the
first anniversary of the Effective Date; or


(ii)           at any time after designation of the first Development
Candidate in accordance with Section 4.1 and payment of the corresponding
milestone payment specified in Section 5.4, by providing Metabasis with
[***] written notice to such effect.


3.7          Use of Subcontractors.  Each Party shall be entitled to utilize the service of
Third Parties to perform their respective Research Program activities only upon
the prior written consent of the other Party (not to be unreasonably withheld)
or as specifically set forth in the Research Plan.  Notwithstanding any such consent, each Party
shall remain at all times responsible for the performance of its respective
responsibilities under the Research Program and shall obtain the written
agreement of each such Third Party, prior to the time such Third Party
initiates work, to assign ownership of Inventions made in the course of
Research Program activities to such Party, and such Party will make such
further assignment of such Inventions as provided under Article 9 hereof.


3.8          Materials.  In order to facilitate the Research Program, either
Party may provide to the other Party certain biological materials or chemical
compounds Controlled by the


 


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supplying Party, including, but not limited to,
Collaboration Compounds (collectively, “Materials”) for use by the other Party in
furtherance of the Research Program. 
Except as otherwise provided under this Agreement, all such Materials
delivered to the other Party will remain the sole property of the supplying
Party, will be used only in furtherance of the conduct of the Research Program
and, if applicable, the development, manufacture or commercialization of
Products in accordance with this Agreement, will not be used or delivered to or
for the benefit of any Third Party without the prior written consent of the
supplying Party, and will be used in compliance with all applicable laws, rules
and regulations.  The Materials supplied
under this Agreement must be used with prudence and appropriate caution in any
experimental work because not all of their characteristics may be known.  Except as expressly set forth herein, THE
MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT
THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER
PROPRIETARY RIGHTS OF ANY THIRD PARTY.


4.                                      DESIGNATION
OF DEVELOPMENT CANDIDATES; LICENSE GRANTS; DEVELOPMENT AND COMMERCIALIZATION


4.1          Designation of Development Candidate.
 At any time during the Research Term or within
[***] after its expiration, Idenix may, by written notice to Metabasis,
designate one (1) or more Collaboration Compounds that possess the properties
specified in Schedule III
to the Research Plan as “Development
Candidates” for purposes of this Agreement.


4.2          License Grants.


(a)           By Metabasis.


(i)            Collaboration Technology and Joint
Technology.  Subject to the terms and conditions of this
Agreement, Metabasis hereby grants to Idenix an exclusive (even as to
Metabasis), royalty-bearing license in the Territory, with the right to
sublicense through multiple tiers of sublicense, under Metabasis’ interest in
Collaboration Technology and Joint Technology, solely (A) to perform
Idenix’s obligations under the Research Program during the Research Term and
(B) to develop, make, have made, use, sell, have sold, offer for sale and
import Development Candidates and Products in the Field during the Term; provided, however, that Metabasis retains
such rights under Metabasis’ interest in Collaboration Technology and Joint
Technology solely as are necessary to perform its obligations under the
Research Program.


(ii)           Metabasis Technology. 
Subject to the terms and conditions of this Agreement,
(A) Metabasis hereby grants to Idenix a non-exclusive,
royalty-bearing license in the Territory, without the right to sublicense
(except that Idenix may subcontract), under Metabasis Technology Controlled by
Metabasis solely to perform Idenix’s obligations under the Research Program during
the Research Term, and (B) Metabasis hereby grants to Idenix a non-exclusive,
royalty-bearing license in the Territory, with the right to sublicense as
described below through multiple tiers of sublicense, under Metabasis
Technology Controlled by


 


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Metabasis solely to develop, make, have made, use,
sell, have sold, offer for sale and import Development Candidates and Products
in the Field during the Term.  Idenix
shall have the right to sublicense its rights under Section 4.2(a)(ii)(B)
only in conjunction with a sublicense of its rights under
Section 4.2(a)(i), and each such sublicense under
Section 4.2(a)(ii)(B) shall have the same scope as the sublicense granted
to the same Sublicensee under Section 4.2(a)(i) (provided, however, that,
if the sublicense granted to the same Sublicensee under Section 4.2(a)(i)
were to expire solely due to expiration of the Collaboration Technology and
Joint Technology with respect to the relevant Product and relevant country
prior to the expiration of the Metabasis Technology with respect to such
Product and country, the sublicense under Section 4.2(a)(ii)(B) shall continue
for the remainder of the Royalty Term with respect to such Product and
country).


(iii)         Limited License Grant. 
With respect to each Development Candidate, in the event that the
development, making, having made, use or import of such Development Candidate
or the development, making, having made, use, offer for sale, sale, having sold
or import by Idenix or Sublicensees of such Development Candidate would
infringe during the Term a Valid Claim of any issued Patent with claims or
portions thereof to the extent directed to any Invention that is HepDirect Base
Technology, where such Invention first becomes Controlled by Metabasis after
the Research Term but prior to the First Commercial Sale of such Development
Candidate (provided that any such Patent with the same disclosure as a Patent
included in Metabasis Patents, Collaboration Patents or Joint Patents, such as
a renewal, division, continuation (in whole), or request for continued
examination (RCE), reissue, reexamination or the like, will be included in
Metabasis Patents, Collaboration Patents or Joint Patents, and not subject to
this Section 4.2(a)(iii)) (the “Specific Claims”), which Patent is not a
Metabasis Patent, Collaboration Patent or Joint Patent, then,  subject to the terms and conditions of this
Agreement, Metabasis hereby grants to Idenix, a non-exclusive, royalty-bearing
(included within the royalties as set forth in Section 5.5) license in the
Territory, including the right to sublicense as described below through
multiple tiers of sublicense, under such Specific Claims solely to develop,
make, have made, use, sell, offer for sale, have sold or import such Development
Candidate in the Field during the Term. 
Idenix shall have the right to sublicense its rights under this Section
4.2(a)(iii) only in conjunction with a sublicense of its rights under Section
4.2(a)(i), and each sublicense under this Section 4.2(a)(iii) shall have the
same scope as the sublicense granted to the same Sublicensee under Section
4.2(a)(i) (provided, however, that, if the sublicense granted to the same
Sublicensee under Section 4.2(a)(i) were to expire solely due to
expiration of the Collaboration Technology and Joint Technology with respect to
the relevant Development Candidate and relevant country prior to the expiration
of the Specific Claims with respect to such Development Candidate and country,
the sublicense under this Section 4.2(a)(iii) shall continue for the remainder
of the Royalty Term with respect to such Development Candidate and
country).  Following designation by
Idenix of each Development Candidate and continuing until First Commercial Sale
of such Development Candidate, Metabasis shall not grant to any Affiliate or
Third Party any right or license under any applicable Specific Claim such that
Metabasis would no longer Control the Specific Claim.


(b)           By Idenix. Subject to the terms and conditions of
this Agreement, Idenix hereby grants to Metabasis (i) a non-exclusive,
royalty-free license in the Territory, without the right to sublicense, under
Idenix Technology solely to perform Metabasis’ obligations under the Research
Program during the Research Term, and (ii) a non-exclusive, royalty-free,
perpetual license, with the right to sublicense through multiple tiers of
sublicense, under Process



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Chemistry Technology to develop, make, have made, use, sell, have sold,
offer for sale and import products other than Collaboration Compounds,
Development Candidates and Product.


4.3          Development and Commercialization.  Subject to the terms and conditions of this
Agreement, Idenix shall control, and be solely responsible for the costs
associated with, the worldwide preclinical and clinical development,
registration and commercialization of Development Candidates and Products.  Without limiting the generality of the
foregoing, Idenix shall be responsible for the worldwide supply of all
Development Candidates and Products necessary for the foregoing activities.


4.4          Diligence Obligations.  Idenix agrees to use commercially
reasonable efforts (directly and/or through one or more Sublicensees) to
develop for sale in the Major Markets and commercialize in each of the Major
Markets at least [***] Development Candidate or Product in the Field.


(a)           In the event that Idenix: (i) is not developing
for sale in the Major Markets or commercializing in a particular Major Market
at least [***] Development Candidate or Product in the Field, or
(ii) decides that it will not develop for sale in the Major Markets or
commercialize in a particular Major Market at least [***] Development Candidate
or Product in the Field, then Idenix shall provide Metabasis with prompt
written notice thereof.


(b)           In addition, if Metabasis in good faith believes that
Idenix is not using its commercially reasonable efforts to develop for sale in
the Major Markets or commercialize in a particular Major Market at least [***]
Development Candidate or Product in the Field, Metabasis may provide Idenix
with written notice thereof, in which event Idenix will have [***] after the
date of such notice in which to reasonably demonstrate to Metabasis that Idenix
is meeting such diligence obligation.


(c)           If Idenix provides notice to Metabasis pursuant to
Section 4.4(a) that it is not and will not meet its diligence obligation with
respect to one or more Major Markets, or fails to reasonably demonstrate to
Metabasis pursuant to Section 4.4(b) that it is meeting its diligence
obligation with respect to [***] or more Major Markets within [***] after
notice from Metabasis of failure to meet such diligence obligation, then (i)
this Agreement shall terminate with respect to such Major Market(s) in which
Idenix is not using its commercially reasonable efforts to develop or
commercialize at least [***] Development Candidate or Product in the Field, and
(ii) “Territory”
shall be redefined to be [***].  With
respect to Section 4.4(a), Idenix shall not be in breach of this Agreement
under Section 10.2(b) unless it provides notice to Metabasis pursuant to
Section 4.4(a) that it is not and will not conduct development and
commercialization of at least [***] Development Candidate or Product in the
Field in at least one Major Market.  With
respect to Section 4.4(b), Idenix shall not be in breach of this Agreement
under Section 10.2(b) unless Metabasis in good faith believes that Idenix is
not using its commercially reasonable efforts to develop or commercialize at
least [***] Development Candidate or Product in the Field in at least [***]
Major Market, Metabasis provides Idenix with written notice thereof, and Idenix
fails to reasonably demonstrate to Metabasis within [***] after the date of
such notice that Idenix is meeting such diligence obligation in at least [***]
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4.5          Disclosure Regarding Idenix Efforts. 
Idenix will keep Metabasis appropriately informed about Idenix’s
research, development, clinical trial progress and commercialization efforts
with respect to Development Candidates and Products.  Without limiting the generality of the
foregoing, Idenix shall provide Metabasis with prompt written notice of the
following:


(a)           filing of any IND for a Development Candidate or Product;


(b)           initiation of a Phase 1 Clinical Trial, Phase 2 Clinical
Trial or Phase 3 Clinical Trial of a Development Candidate or Product;


(c)           filing of any application for Regulatory Approval with respect to any
Product;


(d)           receipt of Regulatory Approval for any Product; and


(e)           any other significant development or commercialization plans,
activities or results with respect to Development Candidates or Products.


In addition, Idenix shall
provide Metabasis with [***] written reports summarizing Idenix’s development
and commercialization efforts with respect to Development Candidates and
Products during the applicable [***] period. 
The provisions of this
Section 4.5 shall survive expiration or termination of the Research Term
for so long as any license granted to Idenix under Section 4.2(a) remains
in effect.


4.6          Negative Covenants; No
Implied Licenses.


(a)           Idenix hereby covenants that it will not, directly or
indirectly (including through any Sublicensee), conduct clinical development or
commercialization activities pursuant to this Agreement with respect to any
Collaboration Compound that has not been designated or deemed a Development
Candidate pursuant to this Agreement during the Term and Idenix further
acknowledges and agrees that it has no right or license under Metabasis
Technology, Collaboration Technology or Joint Technology to do any of the
foregoing and will not practice any Idenix Technology Controlled by Idenix,
which is directed to any Collaboration Compound, the method of manufacture of
any Collaboration Compound or method of use of any Collaboration Compound, to
do any of the foregoing.  In addition,
during the Term Idenix shall not use or practice any Metabasis Technology or
Specific Claims except as expressly permitted under this Article 4.  In no event shall Idenix (i) create or
synthesize, or attempt to create or synthesize (either itself or through an
Affiliate or Third Party), outside of the Research Program during the Research
Term, any chemical entity that [***]; or (ii) create or synthesize, or attempt
to create or synthesize (either itself or through an Affiliate or Third Party),
after expiration or termination of the Research Term, any chemical entity that
[***]; provided, however, that
the restrictions set forth in Section 4.6(a)(i) and (ii) shall not apply to the
synthesis of Development Candidates or Products for so long as any license
granted to Idenix under Section 4.2(a) remains in effect.  If Idenix creates or synthesizes (either
itself or through an Affiliate or Third Party) any chemical entity that


 


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[***] in breach of this Section 4.6(a), such chemical entity shall
automatically be deemed to be a Collaboration Compound and Development
Candidate subject to the terms of this Agreement.


(b)           Metabasis and its Affiliates shall not, and shall not
grant to any Third Party any rights to, use or practice Metabasis Technology or
Metabasis’ interest in Collaboration Technology or Joint Technology with
respect to the Idenix Nucleosides, the Collaboration Compounds, Development
Candidates or Products during the Term, other than solely as necessary to
fulfill Metabasis’ obligations under the Research Plan during the Research
Term.  Notwithstanding any other
provision of this Agreement to the contrary, but subject to the licenses
granted by Metabasis to Idenix under Section 4.2(a), Metabasis at all times
reserves the exclusive and unrestricted right to use or practice, and to grant
its Affiliates and Third Parties the right to use or practice, Metabasis
Technology for any purpose other than the development, manufacture or
commercialization of the Idenix Nucleosides, the Collaboration Compounds,
Development Candidates or Products.  In
addition, during the Term Metabasis shall not use or practice any Idenix
Technology except as expressly permitted under this Article 4.  In no event shall Metabasis create or
synthesize, or attempt to create or synthesize (either itself or through an
Affiliate or Third Party), outside of the Research Program during the Research
Term, any chemical entity that [***]; or (ii) create or synthesize, or attempt
to create or synthesize (either itself or through an Affiliate or Third Party),
after expiration or termination of the Research Term, any chemical entity that
[***].


(c)           No right or license under any Patents or Information
of either Party is granted or shall be granted by implication.  All such rights or licenses are or shall be
granted only as expressly provided in the terms of this Agreement.


5.                                      PAYMENTS


5.1          Upfront Fee. 
Idenix shall make a one-time, non-refundable, non-creditable
payment to Metabasis of $2,000,000 within fifteen (15) days after the
Effective Date.


5.2          Research Program FTE Funding. 
In consideration for Metabasis’ performance of its obligations under the
Research Program, upon the terms and conditions contained herein, Idenix shall
fund each FTE provided by Metabasis pursuant to Section 3.3 at the rate of
[***], which shall be subject to adjustment on an annual basis as of January 1
of each year, beginning in 2007, by a factor which reflects any increase in the
Consumer Price Index for San Diego County, California as reported as of January
1 in each applicable year thereafter when compared to the comparable statistic
for January 1 of the preceding year. 
During the Research Period, the first payment under this Section 5.2
shall be made within [***] after the receipt by Idenix of an invoice from
Metabasis for payment of FTE funding for the period from the Effective Date to
December 31, 2006, and each subsequent payment shall be made on a quarterly basis
within a period of [***] after the receipt by Idenix of an invoice from
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period.  Each
invoice shall set forth information regarding FTEs used by Metabasis on the
Research Program during the applicable quarter.


5.3          Proof of Concept Milestone.  Within [***] after written notice by Metabasis to
Idenix of the achievement of the first Proof of Concept, Idenix shall pay to
Metabasis a one-time milestone payment of [***].  This one-time milestone payment shall be paid
only once regardless of the number of times that Proof of Concept is achieved
by one or more Collaboration Compounds.


5.4          Milestone Payments.  Idenix shall pay to Metabasis each of the milestone
payments set forth below (whether such milestone is achieved by Idenix or a
Sublicensee): 


	
  Milestone
  Event

  	
   

  	
  Milestone

  Payment

  
	
  [***]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


*              [***]


Each of
the milestone payments described in this Section 5.4 shall be payable only
[***] for each Idenix Nucleoside, [***] which are developed or the number of
indications for which Development Candidates or Products based on such Idenix
Nucleoside are developed or commercialized. 
Additionally, to the extent that any milestone payment has been made with
respect to a Development Candidate or Product based on a particular Idenix
Nucleoside that is subsequently deemed a Failed Development Candidate, [***] in
connection with the development or regulatory approval of a substitute or
replacement Development Candidate or Product based on such Idenix
Nucleoside.  A “Failed Development Candidate”
is deemed to mean a Development Candidate or Product based on a particular
Idenix Nucleoside that either: (i) fails to meet regulatory criteria for
further development or does not obtain approval for commercialization; or (ii)
the Parties mutually agree does not meet commercial criteria for further
development.


 


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Idenix shall notify Metabasis in writing within [***] after the achievement
of each milestone, and shall make the appropriate milestone payment to
Metabasis within such [***] period.  If,
for any reason, a Development Candidate or Product based on a particular Idenix
Nucleoside reaches a particular milestone specified above without having
achieved [***] preceding milestones from among the [***] milestones listed
above, then upon the achievement of such milestone, both the milestone payment
applicable to such milestone and the milestone payment(s) applicable to such
preceding unachieved milestone(s) shall be due and payable within [***] after
the achievement of such milestone.


5.5          Royalties.


(a)           Idenix shall pay to Metabasis royalties on worldwide
annual Net Sales of Products by Idenix and Sublicensees at the following rates:


	
  Annual Net
  Sales

  	
   

  	
  Royalty Rate

  
	
  Portion of
  annual Net Sales <[***]

  	
   

  	
  [***]

  
	
  Portion of
  annual Net Sales ≥[***]

  	
   

  	
  [***]

  
	
  Portion of
  annual Net Sales ≥[***]

  	
   

  	
  [***]

  
	
  Portion of
  annual Net Sales ≥[***]

  	
   

  	
  [***]

  



Royalties under this
Section 5.5 shall be payable on a Product-by-Product and
country-by-country basis for a period equal to the Royalty Term for such
Product in such country.


(b)           Reductions.


(i)            Compulsory Licenses. 
If any compulsory license is granted by Idenix or its Sublicensee to a
Third Party with respect to a Product in any country through the order, decree
or grant of a Regulatory Authority in such country, authorizing such Third
Party to manufacture, use, sell, offer for sale or import such Product in such
country, which compulsory license provides for a royalty rate lower than the
applicable royalty rate(s) set forth in Section 5.5(a), as adjusted pursuant to
Sections 5.5(b)(ii) and (iii), then the royalty rate to be paid by Idenix to
Metabasis on Net Sales in that country for such Product pursuant to Section
5.5(a) shall be reduced to that compulsory license rate for the period during
which such compulsory license is in effect. 
Idenix shall use commercially reasonable efforts to oppose the granting
of any such compulsory license, and, if any such compulsory license is granted,
to limit such compulsory license to the extent possible. Further, no royalty
shall be paid on (i) Product that Idenix provides at or below cost to a
government or institution to address a health crisis or emergency, or (ii) Product
that Idenix provides at cost or below on a humanitarian or charitable basis.


(ii)           Expiration of Valid Claims. 
On a Product-by-Product and country-by-country basis, royalty amounts
otherwise payable by Idenix to Metabasis pursuant to Section 5.5(a), as may be
adjusted pursuant to Section 5.5(b)(iii), on Net Sales of any Product during
any portion of the Royalty Term remaining after the expiration of the last to
expire of the applicable (A) Metabasis Patents, Idenix Patents, Collaboration
Patents, Joint Patents and containing a Valid Claim that would, absent
ownership of or a license to such Patent, be infringed by the use or sale of
such Product or the Development Candidate therein or by the 


 


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manufacture of such Product
or the Development Candidate therein (if ownership of or a license to such a
Patent containing a Valid Claim of method of manufacturing such Development
Candidate or Product provides market exclusivity for the applicable Product)
and (B) any Royalty-Extending Patents, shall be reduced by [***]; provided, however, that in no event shall
any royalty payment for any Product in any country in any calendar quarter be
reduced to less than [***] of the royalty payment otherwise payable by Idenix
to Metabasis pursuant to Section 5.5(a) (without taking into account any
adjustment pursuant to Sections 5.5(b)) as a result of the credits under
this Section 5.5(b)(ii) and Section 5.5(b)(iii).


(iii)         Credit for Payment of Royalties for
Necessary Third Party Issued Patents.  On a
Product-by-Product and country-by-country basis, if Idenix or its Sublicensee
determines that a license to any issued Patent of a Third Party (that is not a
Sublicensee of Idenix with respect to such Product in such country) (a “Third Party Patent”)
is necessary to allow Idenix and Sublicensees to practice Metabasis Technology
pursuant to the licenses granted to Idenix under Section 4.2(a)(ii) of
this Agreement, then Idenix may elect, after consultation with its  outside
Patent counsel and Metabasis, to obtain a license to such Third Party Patent at
its own expense.  If Idenix obtains such
a license, Idenix shall be entitled to credit [***] of the royalties paid to
such Third Party for the license to such Third Party Patent from the royalty
payment otherwise payable by Idenix to Metabasis pursuant to Section 5.5(a), as
may be adjusted pursuant to Section 5.5(b)(ii); provided, however, that in no event shall any royalty
payment for any Product in any country in any calendar quarter be reduced to less
than [***] of the royalty payment otherwise payable by Idenix to Metabasis
pursuant to Section 5.5(a) (without taking into account any adjustment
pursuant to Sections 5.5(b)) as a result of the credits under Section
5.5(b)(ii) and this Section 5.5(b)(iii). 
For clarification, Idenix or its Sublicensee is responsible, at its own
expense, for all other payments to Third Parties in connection with obtaining
rights to intellectual property rights necessary or desirable for the
development, manufacture or commercialization of any Development Candidate or
Product by Idenix or Sublicensees.


6.                                      PAYMENT;
RECORDS; AUDITS


6.1          Payment; Reports.  Royalties shall be calculated and reported for each
calendar quarter.  All payments due to
Metabasis under this Agreement shall be paid within [***] after the end of each
calendar quarter, unless otherwise specifically provided herein.  Each payment shall be accompanied by a report
of Net Sales of Products by Idenix and Sublicensees in sufficient detail to
permit confirmation of the accuracy of the payment made, including, without
limitation and on a country-by-country basis, the number of Products sold, the
gross sales and Net Sales of such Products, the royalties payable, the method
used to calculate the royalties, and the exchange rates used.


6.2          Exchange Rate; Manner and Place of
Payment.  All payments hereunder shall be payable in U.S.
dollars.  When conversion of payments
from any foreign currency is required, such conversion shall be at the average
of the rates of exchange reported in The
Wall Street Journal, Eastern U.S. Edition, for each business day of
the applicable calendar quarter.  All
payments owed under this Agreement shall be made by wire transfer in
immediately available funds to a bank and account designated in writing by
Metabasis, unless otherwise specified in writing by Metabasis.


 


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6.3          Income Tax Withholding.  Metabasis will pay any and all taxes levied on account
of any payments made to it under this Agreement.  If any taxes are required to be withheld by
Idenix, Idenix will (a) deduct such taxes from the payment made to
Metabasis, (b) timely pay the taxes to the proper taxing authority, and
(c) send proof of payment to Metabasis and certify its receipt by the
taxing authority within [***] following such payment.


6.4          Audits.  During the Term and for a period of [***] thereafter,
Idenix shall keep complete and accurate records pertaining to the sale or other
disposition of Products in sufficient detail to permit Metabasis to confirm the
accuracy of all royalties due hereunder and Idenix shall require its
Sublicensees to provide such records to Idenix. 
Metabasis shall have the right not more than once a year to cause an
independent, certified public accountant reasonably acceptable to Idenix to
audit such records to confirm Net Sales, royalties and other payments for a
period covering not more than the preceding [***].  Such audits may be exercised during normal
business hours upon reasonable prior written notice to Idenix.  Prompt adjustments shall be made by the
Parties to reflect the results of such audit. 
Metabasis shall bear the full cost of such audit unless such audit
discloses an underpayment by Idenix of more than [***] of the amount of
royalties or other payments due under this Agreement, in which case, Idenix
shall [***] of such audit and shall promptly remit to Metabasis the amount of
any underpayment.


6.5          Late Payments. 
In the event that any payment due under this Agreement is not made when
due, the payment shall accrue interest from the date due at the rate of [***]; provided, however, that in no event shall
such rate exceed the maximum legal annual interest rate.  The payment of such interest shall not limit
Metabasis from exercising any other rights it may have as a consequence of the
lateness of any payment.


7.                                      CONFIDENTIALITY
AND PUBLICATION


7.1          Confidential Information.  Except to the extent expressly authorized by this
Agreement or otherwise agreed in writing by the Parties, the Parties agree
that, during the Term and for [***] thereafter, the receiving Party shall keep
confidential and shall not publish or otherwise disclose and shall not use for
any purpose other than as expressly provided for in this Agreement any
Information furnished to it by the other Party pursuant to this Agreement, or
as provided below, owned by the other Party, and any Proprietary Information
(as defined in the Confidentiality Agreement) furnished to it by the other
party pursuant to the Confidentiality Agreement (collectively, “Confidential Information”).  For the avoidance of doubt, and without
limiting the generality of the foregoing, Idenix Know-How is Confidential
Information of Idenix, Metabasis Know-How is Confidential Information of
Metabasis, and Collaboration Technology and Joint Technology shall be deemed
Confidential Information of both Parties. 
Each Party may use Confidential Information of the other Party only as
permitted by this Agreement.  Each Party
will use at least the same standard of care, and in no event less than a
reasonable standard of care, as it uses to protect proprietary or confidential
information of its own to ensure that its employees, agents, consultants and
other representatives do not disclose or make any unauthorized use of the
Confidential Information.  Each Party
will promptly notify the other upon discovery of any unauthorized use or
disclosure of the Confidential Information.


 


***Confidential
Treatment Requested



 21















7.2          Exceptions.  Confidential Information shall not include any
information which the receiving Party can prove by competent evidence:
(a) is now, or hereafter becomes, through no act or failure to act on the
part of the receiving Party, generally known or available; (b) is known by
the receiving Party at the time of receiving such information, as evidenced by
written documents or records; (c) is hereafter furnished to the receiving
Party by a Third Party, as a matter of right and without restriction on disclosure;
(d) is independently discovered or developed by the receiving Party
without the use of Confidential Information belonging to the disclosing Party;
or (e) is the subject of a written permission to disclose provided to the
receiving Party by the disclosing Party.


7.3          Authorized Disclosure.  Each Party may disclose Confidential Information
belonging to the other Party as expressly permitted by this Agreement or if and
to the extent such disclosure is reasonably necessary in the following
instances:


(a)           filing or prosecuting Patents as permitted by this Agreement (only with
written permission of the other Party);


(b)           regulatory filings for Products such Party has a license or right to
develop hereunder;


(c)           prosecuting or defending litigation as permitted by this Agreement;


(d)           complying with applicable court orders or governmental regulations;


(e)           in the case of Idenix, conducting development and/or commercialization
activities in accordance with a license granted under Section 4.2(a);


(f)            disclosure to Affiliates, licensees, sublicensees, employees,
consultants or agents of the receiving Party who have a need to know such
information in order for the receiving Party to exercise its rights or fulfill
its obligations under this Agreement, provided, in each case, that any such
Affiliate, licensee, sublicensee, employee, consultant or agent agrees to be
bound by similar terms of confidentiality and non-use comparable in scope to
those set forth in this Article 7; and


(g)           disclosure to Third Parties in connection with due diligence or similar
investigations by such Third Parties, and disclosure to potential Third Party
investors in confidential financing documents, provided, in each case, that any
such Third Party agrees to be bound by similar terms of confidentiality and
non-use comparable in scope to those set forth in this Article 7; and
provided further that Metabasis may not, without Idenix’ prior written consent
(such consent not to be unreasonably withheld), disclose to any Third Party
pharmaceutical or biotechnology company that is a competitor of Idenix in the
Field any data provided to Metabasis by Idenix with respect to the
Collaboration Compounds, Development Candidates or Products.


Notwithstanding the foregoing, in the event a Party is
required to make a disclosure of the other Party’s Confidential Information
pursuant to Section 7.3(b) through (d), it will, except where
impracticable, give reasonable advance notice to the other Party of such
disclosure and use efforts to secure confidential treatment of such information
at least as diligent as such Party



 22
 









would use to protect its own confidential information,
but in no event less than reasonable efforts. 
In any event, each Party agrees to take all reasonable action to avoid
disclosure of the other Party’s Confidential Information hereunder.  The Parties will consult with each other on
the provisions of this Agreement to be redacted in any filings made by the
Parties with the Securities and Exchange Commission or as otherwise required by
law.


7.4          Publication.  The Parties acknowledge their mutual interest in
publishing the results of Product development efforts in order to obtain
recognition within the scientific and investment communities and agree that
clinical trial results regarding Products may be published via press release
and at investor conferences and presented at appropriate scientific conferences
in a timely fashion.  Each Party also
recognizes the mutual interest in obtaining valid patent protection and in
protecting business interests and trade secret information and, in particular,
it is the intent of each Party to maintain the confidentiality of the other
Party’s Confidential Information included in any patent application until such
time as such patent application has been published.  Accordingly, a Party shall have the right to
review and comment on any material proposed for disclosure or publication by
the other Party, such as by oral presentation, manuscript or abstract, which
utilizes data generated from the development, manufacture or commercialization
of Development Candidates or Products and/or includes Confidential Information
of the other Party.  Before any such
material is submitted for publication, the Party proposing publication shall
deliver a complete copy to the other Party at least [***] prior to submitting
the material to a publisher or initiating any other disclosure.  Such other Party shall review any such
material and give its comments to the Party proposing publication within [***]
after the delivery of such material to such other Party.  With respect to oral presentation materials
and abstracts, such other Party shall make reasonable efforts to expedite
review of such materials and abstracts, and shall return such items as soon as practicable
to the Party proposing publication with appropriate comments, if any, but in no
event later than [***] from the date of delivery to the non-publishing
Party.  The publishing Party shall comply
with the other Party’s request to delete references to the other Party’s
Confidential Information in any such material and agrees to delay any
submission for publication or other public disclosure for a period of up to an
additional [***] for the purpose of preparing and filing appropriate patent
applications.


7.5          Publicity.  Each Party acknowledges and agrees that the other
Party intends, and shall be entitled, to  issue
a press release announcing that the Parties have entered into this Agreement
on, or as soon as practicable following, the Effective Date.  It is understood that each Party may desire
or be required to issue subsequent press releases or make disclosures (pursuant
to filings with the Securities and Exchange Commission or otherwise) relating
to the Agreement or activities thereunder. 
The Parties agree to consult with each other reasonably and in good
faith with respect to the text and timing of all such press releases or other
disclosures prior to the issuance thereof, provided that a Party may not
unreasonably withhold consent to such releases or disclosures, and that either
Party may issue such press releases or make such disclosures as it determines,
based on advice of counsel, are reasonably necessary to comply with laws or
regulations or for appropriate market disclosure.  In addition, following the initial press
releases announcing this Agreement, either Party shall be free to disclose,
without the other Party’s prior written consent, the existence of this
Agreement, the identity of the other Party and those terms of the Agreement
which have already been publicly disclosed in accordance herewith.


 


***Confidential
Treatment Requested



 23
 









8.                                      REPRESENTATIONS
AND WARRANTIES; LIMITATIONS OF LIABILITY


8.1          Mutual Representations and
Warranties.  Each Party represents and warrants to the
other that: (a) it is duly organized and validly existing under the laws
of its jurisdiction of incorporation and has full corporate or other power and
authority to enter into this Agreement and to carry out the provisions hereof;
(b) it is duly authorized to execute and deliver this Agreement and to perform
its obligations hereunder, and the person or persons executing this Agreement
on its behalf has been duly authorized to do so by all requisite corporate
action; (c) this Agreement is legally binding upon it, enforceable in
accordance with its terms, except as enforcement may be limited by (i)
applicable bankruptcy or other laws affecting creditors generally or (ii)
equitable principles including the availability of specific performance or
injunctive relief; and (d) this Agreement, and such Party’s performance of its
obligations hereunder, does not conflict with any material agreement,
instrument or understanding, oral or written, to which it is a party or by
which it may be bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over
it.


8.2          Metabasis Representations, Warranties
and Covenants.  Metabasis represents, warrants and covenants
to Idenix that:


(a)           as of the Effective Date, Metabasis Controls the Metabasis Core
Patents;


(b)           as of the Effective Date, there are no pending legal actions of which
Metabasis has received written notice with respect to Metabasis Technology, and
Metabasis has not received written notice of any pending or threatened claims
or litigation seeking to invalidate any Metabasis Patents or claiming that the
practice of Metabasis Technology infringes the intellectual property rights of
any Third Party;


(c)           to Metabasis’ knowledge, as of the Effective Date, the use of Metabasis
Technology does not infringe any valid Third Party Patent rights;


(d)           Metabasis will not knowingly use any know-how that is not Controlled by
Metabasis, other than Idenix Know-How, in the Research Program, and, to
Metabasis’ knowledge, no use of any know-how that is not Controlled by
Metabasis, other than Idenix Know-How, is necessary for the conduct of
the Research Program;


(e)           as of the Effective Date, to Metabasis’ knowledge, the issued U.S.
claims of Metabasis Patents covering the use of HepDirect Technology are valid
and enforceable; and


(f)            as of the Effective Date, Metabasis is not aware (without any specific
investigation) of any issued Patents (other than those rights licensed or to be
licensed to Idenix pursuant to Section 4.2(a)) to which Idenix would require a
license in order to practice the Metabasis Technology to develop, make, have
made, use, sell, have sold, offer for sale and import Development Candidates
and Products in the Field.


8.3          Idenix Representations and
Warranties.  Idenix represents and warrants to Metabasis
that:


(a)           as of the Effective Date, Idenix Controls the Idenix Nucleosides;



 24
 









(b)           as of the Effective Date, there are no pending legal actions of which
Idenix has received written notice with respect to Idenix Technology, and
Idenix has not received written notice of any pending or threatened claims or
litigation seeking to invalidate any Idenix Patents or claiming that the
practice of Idenix Technology infringes the intellectual property rights of any
Third Party;


(c)           to Idenix’s knowledge, as of the Effective Date, the use of Idenix
Technology does not infringe any valid Third Party Patent rights;


(d)           as of the Effective Date, to Idenix’s knowledge, issued U.S. claims of
Idenix Patents covering the use of Idenix Nucleosides are valid and
enforceable; and


(e)           as of the Effective Date, Idenix is not aware (without any specific
investigation) of any issued Patents (other than those rights licensed or to be
licensed to Idenix pursuant to Section 4.2(a)) to which Idenix would require a
license in order to practice the Idenix Technology to develop, make, have made,
use, sell, have sold, offer for sale and import Development Candidates and
Products in the Field.


8.4          Disclaimer.  Except as expressly set forth herein, THE TECHNOLOGY
AND INTELLECTUAL PROPERTY RIGHTS PROVIDED BY EACH PARTY HEREUNDER ARE PROVIDED “AS
IS” AND EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THE
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF
DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO.  Without limiting the generality of the
foregoing, each Party expressly does not warrant (a) the success of any
study or test commenced under the Research Program or (b) the safety or
usefulness for any purpose of the technology it provides hereunder.


8.5          Limitation of Liability.  EXCEPT FOR LIABILITY FOR BREACH OF ARTICLE 7,
NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT
OR ANY LICENSE GRANTED HEREUNDER; provided,
however, that this Section 8.5 shall not be construed to limit
either Party’s indemnification obligations under Article 11.


9.                                      INTELLECTUAL
PROPERTY


9.1          Ownership.


(a)           Inventions.  Inventorship
of Inventions made pursuant to this Agreement shall be determined in accordance
with the rules of inventorship under United States patent laws.  Except as expressly set forth below, a Party
shall own all such Inventions invented solely by one (1) or more employees or
contractors of such Party, and the Parties shall jointly own all Joint
Technology.  Notwithstanding the
foregoing:



 25
 









(i)            All right, title and interest in and to any Invention
conceived solely by a Party (or on its behalf) or jointly by the Parties (or on
their behalf) after the Effective Date that is Collaboration Technology shall
be jointly owned by Idenix and Metabasis. 
Each Party hereby assigns to the other a joint ownership interest in and
to its interest in Collaboration Technology.


(ii)           Each Party agrees to fully cooperate with the other
Party in protecting, maintaining and defending Collaboration Patents and Joint
Patents.


Inventions assigned under
this Sections 9.1(a) are assigned only to the extent that such Inventions are
directed and specific to such Invention of the applicable section.


(b)           Disclosure.  Each Party
shall promptly disclose to the other inventions within Collaboration Technology
or Joint Technology made in connection with this Agreement.  Each Party shall promptly execute all papers
and instruments, and/or require its employees or contractors to execute such
papers and instruments, as applicable, so as to effectuate the ownership of
technology set forth in Section 9.1(a)(i) and to enable the other Party to
apply for and to prosecute Patents as contemplated by Section 9.2. Idenix
shall promptly disclose any Process Chemistry Technology to Metabasis.


(c)           Limitations.  Subject to the terms of this Agreement,
including, without limitation, the license grants set forth in Section 4.2 and
the negative covenants set forth in Section 4.6 and subject to the provisions
of Section 12.2 regarding assignment, each Party shall have (1) the right
to practice under, and sell, license or otherwise transfer to its Affiliates or
any Third Party, its right in Collaboration Technology only with the prior
written consent of the other Party, and (2) the right to practice under, and
sell, license or otherwise transfer to its Affiliates or any Third Party, its
right in Joint Technology without the consent of, and without duty to account
to, the other Party.


9.2          Patent Prosecution.


(a)           Idenix Patents. Idenix shall have the sole right to control the
preparation, filing, prosecution and maintenance of Idenix Patents and
other patents that cover technology and inventions owned solely by Idenix.


(b)           Metabasis Patents. Metabasis shall have the sole right to control the
preparation, filing, prosecution and maintenance of Metabasis Patents and
other patents that cover technology and inventions owned solely Metabasis.


(c)           Joint Patents.


(i)            Primary
Responsibility.  Idenix shall be
primarily responsible for the preparation, filing, prosecution and maintenance
of Joint Patents, using patent counsel reasonably acceptable to Metabasis.  Idenix shall consult with Metabasis as to the
preparation, filing, prosecution and maintenance of each Joint Patent
reasonably prior to any deadline or action with the U.S. Patent & Trademark
Office or any foreign patent office, and shall furnish to Metabasis copies of
all relevant documents reasonably in advance of such consultation; provided, however, that any patent
submission (including the filing of patent applications) with



 26
 









respect to any Joint Patent, to the
extent that it either distinguishes or could reasonably be expected to
disparage any claimed subject matter of a Metabasis Core Patent, shall require
Metabasis’ prior written consent (such consent not to be unreasonably withheld
and such consent to be negotiated in good faith with all due consideration to
any deadlines) except as required by law. 
The Parties shall mutually agree which jurisdictions to make Joint
Patent filings in, how to prosecute Joint Patents in such jurisdictions, and
how to proceed in response to any request for, or filing or declaration of, any
interference, opposition or reexamination relating to any Joint Patent.


(ii)           Metabasis Option to
Prosecute and Maintain Joint Patents.  Idenix shall give timely notice to Metabasis of any
decision not to file applications for, or to cease prosecution and/or
maintenance of, or not to continue to pay the expenses of prosecution and/or
maintenance of, any Joint Patents on a country-by-country and patent-by-patent basis
and, in such case, shall permit Metabasis, at its sole discretion and expense,
to file or to continue prosecution or maintenance of such Joint Patents, in
which event Idenix shall execute such documents and perform such acts at its
expense as may be reasonably necessary to effect an assignment of such Joint
Patents to Metabasis  in a timely
manner.  Notwithstanding the foregoing,
any patent submission with respect to any Joint Patent, to the extent that it
could reasonably be expected to either distinguish or disparage any claimed
subject matter of an Idenix Core Patent, shall require Idenix’ prior written
consent (such consent not to be unreasonably withheld and such consent to be
negotiated in good faith with all due consideration to any deadlines) except as
required by law.


(iii)         Limitation. 
Neither Party shall file any Joint Patent that claims Idenix Know-How or
Metabasis Know-How, except upon the other Party’s prior written consent.


(d)           Collaboration Patents.  All
preparation, filing, prosecution and maintenance of Collaboration Patents shall
be governed by this Section 9.2(d).


(i)            Joint Patent Counsel. 
Idenix and Metabasis will select patent counsel mutually agreeable to
both Parties (“Joint
Patent Counsel”) to prepare, file, prosecute, and maintain the
Collaboration Patents.  Idenix will have
the first right to control the preparation, prosecution and maintenance of the
Collaboration Patents, with Metabasis having the right to review and comment on
drafts of patent submissions.  Idenix shall give full consideration to Metabasis’
position on prosecution and will work closely with Metabasis counsel to achieve
the best Patent coverage on Collaboration Technology without adversely
affecting either Party’s interests; provided,
however, that any patent submission (including the filing of patent
applications) with respect to any Collaboration Patent, to the extent that it
either distinguishes or could reasonably be expected to disparage any claimed
subject matter of a Metabasis Core Patent, shall require Metabasis’ prior
written consent (such consent not to be unreasonably withheld and such consent
to be negotiated in good faith with all due consideration to any deadlines)
except as required by law. As used herein, “prosecution” shall include
interferences, reexaminations, reissues, oppositions, and the like.


(ii)           Option to Prosecute and Maintain
Collaboration Patents.  Idenix shall give timely notice
to Metabasis of any decision not to file applications for, or to cease
prosecution and/or maintenance of, or not to continue to pay the expenses of
prosecution



 27
 









and/or maintenance of, any Collaboration Patents on a
country-by-country and Patent-by-Patent basis and, in such case, shall permit
Metabasis, at its sole discretion and expense, to file or to continue prosecution
or maintenance of such Collaboration Patents, in which event Idenix shall
execute such documents and perform such acts at its expense as may be
reasonably necessary to effect an assignment of such Collaboration Patents to
Metabasis in a timely manner. 
Notwithstanding the foregoing, any patent submission (including the filing of patent applications)
with respect to any Collaboration Patent, to the extent that it could
reasonably be expected to either distinguish or disparage any claimed subject matter of an Idenix Core Patent,
shall require Idenix’ prior written consent (such consent not to be
unreasonably withheld and such consent to be negotiated in good faith with all
due consideration to any deadlines) except as required by law. Any patents or
patent applications so assigned shall not be considered part of Collaboration
Technology and the claims of such Patents shall not be subject to the license
provisions of Section 4.2.


(iii)         Interference, Opposition,
Reexamination and Reissue.  Idenix and Metabasis
shall inform the other of any request for, or filing or declaration of, any
interference, opposition, or reexamination relating to the Collaboration
Patents within [***] after learning of such event.  Idenix shall be the lead Party in any such interference,
opposition, or reexamination relating to the Collaboration Patents, subject to
the provisions of this Section 9.2(d)(iii).  Metabasis shall have the right to review and
consult with Idenix regarding any submission to be made in connection with such
proceeding.  Notwithstanding the
foregoing or any other provision of this Agreement to the contrary:


(1)           In any interference, opposition, or reexamination
relating to any Collaboration Patent, Idenix shall not (and it will direct
Joint Patent Counsel and its witnesses and experts not to) distinguish or
disparage any  claimed subject matter of a
Metabasis Core Patent, without Metabasis’ prior written consent (such consent
not to be unreasonably withheld and such consent to be negotiated in good faith
with all due consideration to any deadlines) except as required by law;


(2)           Idenix shall give Metabasis timely notice of any
proposed settlement of an interference relating to a Collaboration Patent and
shall not enter into such settlement without Metabasis’ prior written consent
(such consent not to be unreasonably withheld);


(3)           Idenix shall give Metabasis timely notice of any
decision not to initiate or continue an interference relating to a
Collaboration Patent, and in such case, so long as such interference does not
involve a Collaboration Patent that claims the composition or method of
manufacture or use of a Development Candidate or Product then under development
or commercialization by Idenix, shall permit Metabasis, at its sole discretion
and expense, to initiate or continue such interference in Metabasis’ name; in
any interference, opposition, or reexamination relating to any Collaboration
Patent, Metabasis shall not (and it will direct Joint Patent Counsel and its
witnesses and experts not to) distinguish or disparage any claimed subject
matter of an Idenix Core Patent without Idenix’ prior written consent (such
consent not to be unreasonably withheld and such consent to be negotiated in
good faith with all due consideration to any deadlines) except as required by
law; and


 


***Confidential
Treatment Requested



 28
 









(4)           In connection with any interference, opposition,
reissue or reexamination proceeding relating to the Collaboration Patents,
Idenix and Metabasis will cooperate fully and will provide each other with any
information or assistance that either reasonably requests.  Each Party shall keep the other informed of
developments in any such action or proceeding, including, to the extent
permissible by law, consultation and approval of any settlement.


(iv)          Limitation. 
Notwithstanding the foregoing provisions of this Section 9.2(d),
neither Party shall file any Collaboration Patent that claims Idenix Know-How
or Metabasis Know-How, except upon the other Party’s prior written consent.


(e)           Patent Fees.


(i)            All costs associated with filing, prosecuting, issuing
and maintaining Idenix Patents and other Patents described in
Section 9.2(a), including interference, opposition, reexamination and
reissue actions, shall be borne by Idenix.


(ii)           All costs associated with filing, prosecuting, issuing
and maintaining Metabasis Patents and other Patents described in
Section 9.2(b), including interference, opposition, reexamination and
reissue actions, shall be borne by Metabasis.


(iii)         All costs associated with filing, prosecuting, issuing
and maintaining Joint Patents, including interference, opposition,
reexamination and reissue actions, shall be [***].


(iv)          All costs associated with filing, prosecuting, issuing
and maintaining Collaboration Patents, including interference, opposition,
reexamination and reissue actions within, [***].


(f)            Cooperation Regarding Patents Claiming Different
Inventions.  The Parties understand that certain Patents
filed by the Parties after the Effective Date may claim different types of
Inventions made pursuant to this Agreement, and this Section 9.2(f)
describes how the Parties will address that situation.


(i)            In the event that a particular Patent filed after the
Effective Date (provided that it is not the same disclosure of a Patent filed
prior to the Effective Date, such as a renewal, division, continuation (in
whole), or request for continued examination (RCE), reissue, reexamination and
the like, which will remain subject to Section 9.2(a) or (b), as
applicable) includes both claims directed to Collaboration Know-How and claims
directed to Idenix Know-How, a Joint Invention, Metabasis Know-How and/or other
Invention described in Section 9.2(a) or (b), the Parties will, if
requested by either Party, work in good faith to separate such claims into
separate Patent filings if feasible.  If
the Parties are legally unable to separate, or agree not to separate, such
claims, then the applicable Patent shall be treated as a Collaboration Patent
for purposes of this Section 9.2. 
Each Party will promptly provide to the other Party information
reasonably requested by other Party that is necessary for the prosecution
activities pursuant to this Section 9.2 with respect to such Patent.


 


***Confidential
Treatment Requested



 29
 









(ii)           In the event that a particular Patent filed after the
Effective Date (provided that it is not the same disclosure of a Patent filed
prior to the Effective Date, such as a renewal, division, continuation (in
whole), or request for continued examination (RCE), reissue, reexamination and
the like, which will remain subject to Section 9.2(a) or (b), as
applicable) includes both claims directed to a Joint Invention and claims
directed to Idenix Know-How, Metabasis Know-How and/or other Invention
described in Section 9.2(a) or (b), the Parties will, if requested by
either Party, work in good faith to separate such claims into separate Patent
filings if feasible.  If the Parties are
legally unable to separate, or agree not to separate, such claims, then the
applicable Patent shall be treated as (A) a Patent Controlled by Metabasis
under Section 9.2(b) if it includes both claims directed to a Joint
Invention and claims directed to Metabasis Know-How and/or other
Invention described in Section 9.2(b), or (B) Controlled by Idenix
under Section 9.2(a) if it includes both claims directed to a Joint
Invention and claims directed to Idenix Know-How and/or other Invention
described in Section 9.2(a), for purposes of this Article 9.  If the applicable Patent is treated as a
Patent Controlled by Metabasis under Section 9.2(b), and Metabasis
determines to cease prosecution and or maintenance of, or not to continue to
pay the expenses of prosecution and/or maintenance of, such Patent on a country-by-country
basis, Idenix may, at its sole discretion,
continue prosecution or maintenance of such Patent to the extent directed  to Joint Inventions claimed therein and such
Patent shall then be treated as a Joint Patent. 
If the applicable Patent is treated as a Patent Controlled by
Idenix under Section 9.2(a), and Idenix determines to cease prosecution
and or maintenance of, or not to continue to pay the expenses of prosecution
and/or maintenance of, such Patent on a country-by-country basis, Metabasis may, at its sole discretion, continue
prosecution or maintenance of such Patent to the extent directed  to Joint Inventions claimed therein and such
Patent shall then be treated as a Joint Patent. 
Each Party will promptly provide to the other Party information
reasonably requested by other Party that is necessary for the prosecution
activities pursuant to this Section 9.2 with respect to such Patent.


(iii)         In the event that a particular Patent filed after the
Effective Date (provided that it is not the same disclosure of a Patent filed
prior to the Effective Date, such as a renewal, division, continuation (in
whole), or request for continued examination (RCE), reissue, reexamination and
the like, which will remain subject to Section 9.2(a) or (b), as
applicable) includes both claims directed to Metabasis Know-How and/or
other Invention described in Section 9.2(b) and claims directed to Idenix
Know-How and/or other Invention described in Section 9.2(a), the Parties
will, if requested by either Party, work in good faith to separate such claims
into separate Patent filings if feasible. 
If the Parties are legally unable to separate, or agree not to separate,
such claims, then the applicable Patent shall be treated as a Patent Controlled
by Idenix under Section 9.2(a) for purposes of this Article 9.  Each Party will promptly provide to the other
Party information reasonably requested by other Party that is necessary for the
prosecution activities pursuant to this Section 9.2 with respect to such
Patent


(iv)          The provisions for handling of patent applications in
this Section 9.2(f) do not affect ownership of claims, which is governed by
Section 9.1.


9.3          Enforcement and Defense.


(a)           If either Party learns of any infringement of Idenix Patents or other
Patents described in Section 9.2(a), Metabasis Patents or other Patents
described in Section 9.2(b), or



 30
 









Joint Patents, or
any misappropriation or misuse of Idenix Know-How, Metabasis Know-How or Joint
Inventions, such Party shall promptly notify the other Party of such
infringement, misappropriation or misuse. 
Idenix shall have the sole right to initiate and prosecute any legal
action to enforce Idenix Technology and other Patents described in
Section 9.2(a), at its own expense and in the name of Idenix, to retain
any recovery obtained by it as a result of such legal action or settlement
thereof, and to control the defense of any declaratory judgment or comparable
action relating to Idenix Technology or Patents described in
Section 9.2(a) and to retain any recovery obtained by it as a result of
such action or settlement thereof.  Metabasis
shall have the sole right to initiate and prosecute any legal action to enforce
Metabasis Technology and other Patents described in Section 9.2(b), at its
own expense and in the name of Metabasis, to retain any recovery obtained by it
as a result of such legal action or settlement thereof, and to control the
defense of any declaratory judgment or comparable action relating to Metabasis
Technology or Patents described in Section 9.2(b) and to retain any
recovery obtained by it as a result of such action or settlement thereof.  Except as otherwise mutually agreed by the
Parties on a case-by-case basis, Idenix shall
have the first right to initiate and prosecute any legal action to enforce
Joint Technology, at its own expense and in the name of Idenix, and, if
necessary, Metabasis, or to control the defense of any declaratory
judgment or comparable action relating to Joint
Technology. If, within [***] following a request by Metabasis to Idenix to
initiate and prosecute such legal action or [***] before the time limit, if
any, set forth in the appropriate laws and regulations for the filing of such
actions, whichever comes first, Idenix fails to take such action, or if Idenix
informs Metabasis that it elects not to exercise such first right, Metabasis
(or its designee) thereafter shall have the right either to initiate and
prosecute such action or to control the defense of such declaratory
judgment or comparable action in the name of
Metabasis and, if necessary, Idenix, at Metabasis’ expense.  Except as otherwise agreed by the
Parties as part of a cost-sharing arrangement, any recovery obtained by either
or both Idenix and Metabasis in connection with or as a result of any action to
enforce Joint Technology, whether by settlement or otherwise, shall first be applied
to reimburse the costs and expenses of the Party that brought and controlled
such action and then to reimburse the costs and expenses of the other Party in
connection with such action, and any amounts remaining after such reimbursement
shall be [***].  Neither Party shall
settle any action regarding Joint Technology without the prior written consent
of the other Party (which shall not be unreasonably withheld).


(b)           If either Party learns of any infringement of Collaboration Patents, or
any misappropriation or misuse of Collaboration Know-How, such Party shall
promptly notify the other Party of such infringement, misappropriation or
misuse.  Idenix and Metabasis thereafter
shall promptly consult and cooperate fully to determine a course of action, including,
without limitation, the commencement of legal action by either or both of
Metabasis and Idenix, to terminate any infringement of such Collaboration
Patent or any misappropriation or misuse of Collaboration Know-How.  Idenix shall have the first right to initiate
and prosecute such legal action at its own expense and in the name of Idenix
and, if necessary, Metabasis, or to control the defense of any declaratory
judgment or comparable action relating to Collaboration Patents or
Collaboration Know-How. Metabasis’ shall pay its own attorneys fees and costs
associated with such action.  If, within
[***] following a written request by Metabasis to Idenix to initiate and
prosecute such legal action or [***] before
the time limit, if any, set forth in the appropriate laws and regulations for
the filing of such actions, whichever comes first, Idenix fails to take
such action, or if Idenix informs Metabasis that it elects not to exercise such
first


 


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right, Metabasis
(or its designee) thereafter shall have the right either to initiate and
prosecute such action or to control the defense of such  action in the name of Metabasis and, if
necessary, Idenix. If Idenix elects not to initiate and prosecute an
infringement action as provided in this Section 9.3(b), and Metabasis
elects to do so, the costs incurred by Metabasis in such course of action,
including the costs of any legal action commenced or the defense of any  judgment, shall be borne solely by Metabasis.


(c)           In any infringement action relating to any Collaboration Patent or
Joint Patent, Idenix shall not (and it will direct its attorneys, witnesses and
experts not to) distinguish or disparage any claimed subject matter of a
Metabasis Core Patent, without Metabasis’ prior written consent (such consent
not to be unreasonably withheld and such consent to be negotiated in good faith
with all due consideration to any deadlines), except as required by law.


(d)           In any infringement action relating to any Collaboration Patent or Joint
Patent, Metabasis shall not (and it will direct its attorneys, witnesses and
experts not to) distinguish or disparage any claimed subject matter of an
Idenix Core Patent without Idenix’ prior written consent (such consent not to
be unreasonably withheld and such consent to be negotiated in good faith with
all due consideration to any deadlines), except as required by law.


(e)           For any action to terminate any infringement of Collaboration or Joint
Patents or any misappropriation or misuse of Collaboration or Joint Know-How,
if either Party is unable to initiate or prosecute such action solely in its
own name, the other Party shall join such action voluntarily and shall execute
all documents necessary to initiate litigation to prosecute and maintain such action.  In connection with any such action, Idenix
and Metabasis shall cooperate fully and will provide each other with any
information or assistance that either reasonably requests.  Each Party shall keep the other informed of
developments in any such action or proceeding, including, to the extent
permissible by law, the consultation and approval of any offer related thereto.


(f)            Except as otherwise agreed by the Parties as part of a cost-sharing
arrangement, any recovery obtained by either or both Idenix and Metabasis in
connection with or as a result of any action contemplated by
Sections 9.3(b) through 9.3(e), whether by settlement or otherwise, shall
be shared in order as follows:


(i)            The Party which initiated and prosecuted the action
shall recoup all of its costs and expenses incurred in connection with the
action;


(ii)           The other Party shall then, to the extent possible,
recover its costs and expenses incurred in connection with the action;


(iii)         Any remaining amounts after such reimbursement of the
Parties costs and expenses shall be retained by the Party that initiated and
prosecuted the action; [***].


(g)           Each Party shall inform the other Party of any certification regarding
any Collaboration Patents or Joint Patents it has received pursuant to either
21 U.S.C. §§ 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor
provisions, or Canada’s Patented


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Medicines (Notice
of Compliance) Regulations Article 5, or any similar provisions in a
country other than the United States and Canada, and shall provide the other
Party with a copy of such certification within [***] of receipt by such
Party.  Metabasis’ and Idenix’s rights
with respect to the initiation and prosecution of any legal action as a result
of such certification or any recovery obtained as a result of such legal action
shall be as defined in Sections 9.3(b) through 9.3(f).


(h)           For any action under Section 9.3(b) through (e), the Party that is
controlling such action shall continue to consult with the other Party on all
major strategy decisions.


(i)            For any action under Section 9.3(b) through (e), the Party that is
controlling such action shall give the other Party timely written notice of the
proposed settlement of any such action, shall take full consideration of its
views and shall not enter into any such settlement without the prior written
consent of such other Party, not to be unreasonably withheld.


9.4          Limitation of Obligation.  For the sake of clarity, neither Party shall
have any limitation with regard to preparation, filing, prosecution,
maintenance, interference, opposition, reexamination or infringement action of
any Patent controlled by such Party, except as expressly provided in this
Article 9.


9.5          Patent Term Restoration. 
The Parties shall cooperate in obtaining patent term restoration or
supplemental protection certificates or their equivalents in any country where
applicable to Collaboration Patents.  If
elections with respect to obtaining such patent term restoration for a
Collaboration Patent are to be made, Idenix shall have the right to make the
election to seek patent term restoration or supplemental protection and
Metabasis shall abide by such election. 
For the purposes of clarity, the decision of whether to seek patent term
restoration or supplemental protection for any Metabasis Patent, regardless of
whether the claims cover a Collaboration Compound, shall be made solely by
Metabasis at Metabasis’ sole discretion. 
For the purposes of clarity, the decision of whether to seek patent term
restoration or supplemental protection for any Idenix Patent, regardless of
whether the claims cover a Collaboration Compound, shall be made solely by
Idenix at Idenix’ sole discretion.


9.6          Infringement of Third Party
Rights.  Each Party shall promptly notify the other in writing
of any allegation by a Third Party that the activity of either of the Parties
pursuant to this Agreement infringes or may infringe the intellectual property
rights of such Third Party.  Idenix shall
have the sole right to control any defense of any such claim involving alleged
infringement of Third Party rights by Idenix’s activities at its own expense
and by counsel of its own choice, and Metabasis shall have the right, at its
own expense, to be represented in any such action by counsel of its own
choice.  Metabasis shall have the sole
right to control any defense of any such claim involving alleged infringement
of Third Party rights by Metabasis’ activities at its own expense and by
counsel of its own choice, and Idenix shall have the right, at its own expense,
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10.                               TERM;
TERMINATION


10.1        Term.  The term of the Research Program shall commence on the
Effective Date and continue until expiration of the Research Term, unless this
Agreement is earlier terminated pursuant to Section 10.2 or 10.3.  The term of this Agreement (the “Term”) shall
commence on the Effective Date and continue until the expiration of the last
Royalty Term for any Product with respect to which Idenix has a license under
this Agreement, unless earlier terminated pursuant to Section 10.2 or
10.3; provided, however, that
[***], then this Agreement shall expire at such time.  Upon expiration (but not early termination)
of the Royalty Term, on a Product-by-Product and country-by-country basis, the
licenses granted by Metabasis to Idenix under Section 4.2(a) with respect to
such Product and country shall remain in effect on a perpetual, non-exclusive,
sublicenseable and royalty-free basis; provided,
however, that if Idenix does not make any payment owed pursuant to
Section 5 with respect to such Product and country within the time relevant
timeframe for such payment, then such license shall lapse until such payment is
made.


10.2        Termination for Cause.  Each Party shall have the right to terminate the
Research Program and/or this Agreement upon [***] prior written notice to the
other upon the occurrence of any of the following:


(a)           Upon or after the bankruptcy, insolvency, dissolution or winding up of
the other Party (other than a dissolution or winding up for the purpose of
reconstruction or amalgamation); or


(b)           Upon or after the breach of any material provision of this Agreement by
the other Party if the breaching Party has not cured such breach within the
[***] following written notice of termination by the non-breaching Party.


10.3        Termination by Idenix. 
Idenix shall have the right to terminate this Agreement for any reason
or for no reason at any time after the expiration of the Research Term, or
after termination of the Research Term pursuant to Section 3.6(b), upon [***]
prior written notice to Metabasis.


10.4        Effect
of Termination or Expiration; Surviving Obligations.


(a)           Upon termination of this Agreement by Idenix pursuant to
Section 10.2:


(i)            the license granted under Sections 4.2(b)(i), if
then in effect, shall automatically terminate and revert to Idenix; and


(ii)           the licenses granted by Metabasis to Idenix under
Section 4.2(a) shall remain in effect in accordance with their respective
terms, subject to compliance by Idenix with all applicable provisions of this
Agreement, including, without limitation, Sections 4.1, 4.3, 4.4, 4.5,
4.6, 5.4, 5.5 and 6.


(b)           Upon termination of this Agreement (i) by Idenix pursuant to
Section 10.3, (ii) termination of this Agreement by Metabasis pursuant to
Section 10.2 or (iii) pursuant to Section 4.4(c) with respect to one or
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granted under
Sections 4.2(a) and (b)(i), if then in effect, shall automatically
terminate and revert to the granting Party; which termination shall be worldwide,
with respect to terminations described in clause (i) or (ii), and in the
relevant Major Market(s), with respect to a termination described in clause
(iii).


(c)           Effective upon termination of this Agreement (i) by Idenix pursuant to
Section 10.3 for any reason [***], (ii) by Metabasis pursuant to
Section 10.2 or (iii) pursuant to Section 4.4(c) with respect to one or
more but not all Major Markets, [***], Idenix shall, and it hereby does, grant
to Metabasis an [***], to develop, make, have made, use, sell, offer for sale,
have sold and import [***], and Idenix shall assign to Metabasis all of its
right, title and interest in and to all clinical, technical and other relevant
reports, records, data, information and materials, regulatory filings and
Regulatory Approvals with respect to the Development Candidates and Products in
the Field with respect to the relevant countries and Idenix shall deliver to
Metabasis [***] of each physical embodiment of the aforementioned items within
[***] after such termination and sell to Metabasis any then existing inventory
of Development Candidates and Products at Idenix’ cost.


(d)           Expiration or termination of this Agreement shall not relieve the
Parties of any obligation accruing prior to such expiration or
termination.  Except as set forth below
or elsewhere in this Agreement, the obligations and rights of the Parties under
the following provisions of this Agreement shall survive expiration or
termination of this Agreement:


Section 3.8 —
Materials Transfer (last sentence only)


Section 4.2(b)(ii).


Section 4.6 — Negative
Covenants; No Implied Licenses


Section 6.4 — Audits


Section 6.5 — Late
Payments


Section 7.1 —
Confidential Information


 


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Section 7.2 —
Exceptions


Section 7.3 —
Authorized Disclosure


Section 7.4 —
Publications


Section 8.4 —
Disclaimer


Section 8.5 —
Limitation of Liability


Section 9.1 —
Ownership


Section 9.2 — Patent
Prosecution (for so long as (a) Idenix retains a license from Metabasis or (b)
if applicable, Metabasis retains a license from Idenix, as contemplated by
Section 10.4, with the rights and obligations of the Parties with respect
to the prosecution of the Collaboration Patents and Joint Patents switched)


Section 9.3 —
Enforcement and Defense (for so long as (a) Idenix retains a license from
Metabasis or (b) if applicable, Metabasis retains a license from Idenix, as
contemplated by Section 10.4, with the rights and obligations of the
Parties with respect to the enforcement and defense of the Collaboration
Patents and Joint Patents switched)


Section 9.4 —Limitation
of Obligation


Section 9.5 — Patent
Term Restoration (for so long as Idenix retains a license from Metabasis or, if
applicable, Metabasis retains a license from Idenix, as contemplated by
Section 10.4)


Section 9.6 —
Infringement of Third Party Rights (for so long as (a) Idenix retains a license
from Metabasis or (b) if applicable, Metabasis retains a license from Idenix,
as contemplated by Section 10.4, with the rights and obligations of the
Parties switched)


Section 10.4 —
Effect of Termination or Expiration; Surviving Obligations


Section 10.5 —
Exercise of Right to Terminate


Section 10.6 —
Damages; Relief


Section 10.7 —
Rights in Bankruptcy (for so long as (a) Idenix retains a license from
Metabasis or (b) if applicable, Metabasis retains a license from Idenix, as
contemplated by Section 10.4)


Article 11 —
Indemnification


Article 12 —
Miscellaneous


(e)           Within [***] following the expiration or termination of this Agreement,
except to the extent and for so long as a Party retains license rights under
Sections 10.4(a) or (c), each Party shall deliver to the other Party any
and all Confidential Information of the other Party in its possession.


10.5        Exercise of Right to Terminate.  The exercise by either Party of a termination right
provided for under this Agreement shall not give rise to the payment of damages
or any other form of compensation or relief to the other Party with respect
thereto, unless the termination itself is a breach of contract.


10.6        Damages; Relief.  Subject to Section 10.5 above, termination of
this Agreement shall not preclude either Party from claiming any other damages,
compensation or relief that it may be entitled to upon such termination.


10.7        Rights in Bankruptcy.  The Parties agree that in the event a Party becomes a
debtor under Title 11 of the U.S. Code (“Title 11”), this Agreement shall be deemed
to be, for purposes of Section 365(n) of Title 11, a license to rights to “intellectual
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therein.  Each Party as a
licensee hereunder shall have the rights and elections as specified in
Title 11.  Any agreements
supplemental hereto shall be deemed to be “agreements supplementary to” this
Agreement for purposes of Section 365(n) of Title 11.


11.                               INDEMNIFICATION


11.1        Indemnification by Idenix.  Idenix hereby agrees to save, defend and hold
Metabasis and its Affiliates and their respective directors, officers,
employees and agents (each, a “Metabasis Indemnitee”) harmless from and against any
and all claims, suits, actions, demands, liabilities, expenses and/or loss,
including reasonable legal expense and attorneys’ fees (collectively, “Losses”), to which
any Metabasis Indemnitee may become subject as a result of any claim, demand,
action or other proceeding by any person or entity other than a Party or its
Affiliates to the extent such Losses arise directly or indirectly out of:
(i) the practice by Idenix or any Sublicensee of any license granted to it
hereunder, (ii) the manufacture, use, handling, storage, sale or other
disposition of any Development Candidate or Product by Idenix or any
Sublicensee, or (iii) the breach by Idenix of any warranty,
representation, covenant or agreement made by Idenix in this Agreement; except,
in each case, to the extent such Losses result from the negligence or willful
misconduct of any Metabasis Indemnitee or the breach by Metabasis of any
warranty, representation, covenant or agreement made by Metabasis in this
Agreement.


11.2        Indemnification by Metabasis.  Metabasis hereby agrees to save, defend and hold
Idenix and its Affiliates and their respective directors, officers, employees
and agents (each, an “Idenix
Indemnitee”) harmless from and against any and all Losses to
which any Idenix Indemnitee may become subject as a result of any claim,
demand, action or other proceeding by any person or entity other than a Party
or its Affiliates to the extent such Losses arise directly or indirectly out
of: (i) the practice by Metabasis, its Affiliates or sublicensees (excluding
Idenix and Sublicensees) of any license granted to it hereunder, (ii) the
manufacture, use, handling, storage, sale or other disposition of any product
by Metabasis, its Affiliates or sublicensees (excluding Idenix and
Sublicensees) pursuant to rights granted under this Agreement, or
(iii) the breach by Metabasis of any warranty, representation, covenant or
agreement made by Metabasis in this Agreement; except, in each case, to the
extent such Losses result from the negligence or willful misconduct of any
Idenix Indemnitee or the breach by Idenix of any warranty, representation,
covenant or agreement made by Idenix in this Agreement.


11.3        Control of Defense. 
Any entity entitled to indemnification under this Article 11 shall
give notice to the indemnifying Party of any Losses that may be subject to
indemnification, promptly after learning of such Losses, and the indemnifying
Party shall assume the defense of such Losses with counsel reasonably
satisfactory to the indemnified Party. 
The failure of the indemnified Party to promptly give notice to the
indemnifying Party shall, to the extent the indemnifying Party is actually and
materially prejudiced by such delay, relieve the indemnifying Party of its
obligations to the extent of the harm suffered by such delay.  If such defense is assumed by the
indemnifying Party with counsel so selected, the indemnifying Party will not be
subject to any liability for any settlement of such Losses made by the
indemnified Party without the indemnifying Party’s prior consent (but such
consent will not be unreasonably withheld or delayed), and will not be
obligated to pay the fees and expenses of any separate counsel retained by the
indemnified Party with respect to such Losses. 
The indemnified Party shall provide the indemnifying Party with all
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to enable the indemnifying Party to carry on the
defense of any such Losses.  Without the
prior written consent of the other Party, neither the indemnified Party nor the
indemnifying Party shall agree to any settlement that does not include a
complete release of such other Party from all liability with respect thereto or
that imposes any liability, obligation or restriction on such other Party.


11.4        Insurance.  At their own expense, each Party shall maintain
product liability insurance (or self-insure) in an amount consistent with
industry standards during the Term.


12.                               MISCELLANEOUS


12.1        Force Majeure.  Neither Party shall be held liable to the other Party
nor be deemed to have defaulted under or breached this Agreement for failure or
delay in performing any obligation under this Agreement (other than failure to
make payment when due) when such failure or delay is caused by or results from
causes beyond the reasonable control of the affected Party including, but not
limited to, embargoes, war, acts of war (whether war be declared or not),
insurrections, riots, civil commotions, strikes, lockouts or other labor
disturbances, fire, floods, or other acts of God, or acts, omissions or delays
in acting by any governmental authority or the other Party.  The affected Party shall notify the other
Party of such force majeure circumstances as soon as reasonably practical, and
shall promptly undertake all reasonable efforts necessary to cure such force
majeure circumstances.  Such excuse from
liability shall be effective only to the extent and duration of the event(s)
causing the failure or delay in performance and provided that the Party has not
caused such event(s) to occur.


12.2        Assignment.  Except as expressly provided hereunder, neither this
Agreement nor any rights or obligations hereunder may be assigned or otherwise
transferred by either Party without the prior written consent of the other
Party (which consent shall not be unreasonably withheld); provided, however, that either Party may
assign this Agreement and its rights and obligations hereunder without the
other Party’s consent: (a) in connection with the transfer or sale of all
or substantially all of the business of such Party to which this Agreement
relates to a Third Party, whether by merger, sale of stock, sale of assets or
otherwise, provided that in the event of a transaction (whether this Agreement
is actually assigned or is assumed by the acquiring Party by operation of law (e.g., in the context of a reverse
triangular merger)), intellectual property rights of the acquiring Party to
such transaction (if other than one of the Parties to this Agreement) shall not
be included in the technology licensed hereunder; or (b) to an Affiliate,
provided that (x) the assigning Party shall remain liable and responsible to
the non-assigning Party  for the
performance and observance of all such duties and obligations by such Affiliate
and (y) the assignee shall assume the rights and obligations of the assigning
Party under this Agreement in a signed, written document.  The rights and obligations of the Parties
under this Agreement shall be binding upon and inure to the benefit of the
successors and permitted assigns of the Parties.  Any assignment not in accordance with this
Agreement shall be void.


12.3        Severability  If any one or more of the provisions contained in this
Agreement is held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby, unless the absence
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Parties.  The Parties shall in
such an instance use their best efforts to replace the invalid, illegal or
unenforceable provision(s) with valid, legal and enforceable provision(s)
which, insofar as practical, implement the purposes of this Agreement.


12.4        Notices.  All notices which are required or permitted hereunder
shall be in writing and sufficient if delivered personally, sent by facsimile
(and promptly confirmed by personal delivery, registered or certified mail or
overnight courier), sent by nationally-recognized overnight courier or sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:


	
  

  	
  if to Metabasis, to:

  	
  Metabasis Therapeutics, Inc.

  11119 North Torrey Pines Road

  La Jolla, CA 92037

  Attention: Chief Executive Officer

  Facsimile No.: (858) 587-2770

  	
   

  
	
   

  	
   

  
	
   

  	
  if to Idenix, to:

  	
  Idenix Pharmaceuticals, Inc.

  60 Hampshire Street

  Cambridge, MA 02139

  Attention: Chief Executive Officer

  Facsimile No.: (617) 995-9801

  	
   

  
	
   

  	
   

  
					



or
to such other address as the Party to whom notice is to be given may have furnished
to the other Party in writing in accordance herewith.  Any such notice shall be deemed to have been
given: (a) when delivered if personally delivered or sent by facsimile on a
business day; (b) on the business day after dispatch if sent by nationally-recognized
overnight courier; and/or (c) on the fifth business day following the date of
mailing if sent by mail.


12.5        Applicable Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, and the patent laws of the
United States without reference to any rules of conflict of laws.  The United Nations Convention on the Sale of
Goods shall not apply.


12.6        Dispute Resolution.


(a)           The Parties shall negotiate in good faith and use reasonable efforts to
settle any dispute, controversy or claim arising from or related to this
Agreement or the breach thereof.  If the
Parties cannot resolve the dispute, controversy or claim (other than any such
matter to be resolved by the Committee, which shall not be subject to this
Section 12.6 but shall be resolved solely pursuant to the procedures set
forth in Section 2.4) within [***] after a written request by either Party
to the other Party, the Parties agree to hold a meeting, attended by the Chief
Executive Officer of Metabasis and the Chief Executive Officer of Idenix (or
their equivalents), as appropriate in light of the subject matter of the
dispute, to attempt in good faith to negotiate a resolution of the dispute
prior to pursuing other available remedies. 
If, within [***] after such written request, the Parties have not
succeeded in negotiating a resolution of the dispute, and a Party wishes to
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or claim that is
not an Excluded Claim shall be resolved by binding arbitration in accordance
with the [***] as then in effect, and judgment on the arbitration award may be
entered in any court having jurisdiction thereof.  The decision rendered in any such arbitration
will be final and not appealable.  If
either Party intends to commence binding arbitration of such dispute,
controversy or claim, such Party will provide written notice to the other Party
informing the other Party of such intention and the issues to be resolved.  Within [***] after the receipt of such
notice, the other Party may by written notice to the Party initiating binding
arbitration, add additional issues to be resolved.


(b)           The arbitration shall be conducted by a panel of three (3) persons
experienced in the pharmaceutical business, none of whom shall be a current or
former employee or director, or a then-current stockholder, of either Party,
their respective Affiliates or any sublicensee of a Party.  Within [***] after receipt of the original
notice of binding arbitration (the “Notice Date”), each Party shall select one
(1) person to act as arbitrator and the two (2) Party-selected arbitrators
shall select a third arbitrator within [***] of their appointment.  If the arbitrators selected by the Parties
are unable or fail to agree upon the third arbitrator, the third arbitrator
shall be appointed by the [***].  The
place of arbitration shall be [***] and all proceedings and communications
shall be in English.


(c)           Within [***] after the designation of the arbitrators pursuant to
Section 12.6(b) (the “Proposed
Resolution Deadline”), each Party shall submit to the
arbitrators and to the other Party a statement of all disputed issues and a
proposed ruling on the merits of each such issue together with a brief or other
written memorandum supporting the merits of its resolution.


(d)           The arbitrators and the Parties shall then meet within [***] after the
Proposed Resolution Deadline, at which time each Party shall have [***] to
argue in support of its proposed resolution. 
The Parties shall not call any witnesses in support of their
arguments.  The Parties shall have the
right to be represented by counsel.


(e)           The arbitrators shall use their best efforts to rule on the dispute
within [***] thereafter.  The arbitrators
shall resolve the dispute by a vote of the majority of the arbitrators
selecting one of the two (2) proposed resolutions in its entirety, without
substitution, deletion, addition or amendment. 
Such selected resolution shall be binding and conclusive upon the
Parties.  All rulings of the arbitrators
shall be in writing and shall be delivered to the Parties.


(f)            The arbitrators will, in rendering their decision, apply the
substantive law of the State of New York, without giving effect to its
principles of conflicts of law, and without giving effect to any rules or laws
relating to arbitration.


(g)           The arbitrators, in rendering their decision, shall not modify or amend
the terms and conditions of this Agreement or determine any issue in a manner
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(h)           Either Party may apply to the arbitrators for interim injunctive relief
until the arbitration award is rendered or the controversy is otherwise
resolved.  Either Party also may, without
waiving any remedy under this Agreement, seek from any court having
jurisdiction any injunctive or provisional relief necessary to protect the
rights or property of that Party pending the arbitration award.  The arbitrators shall have no authority to
award punitive or any other non-compensatory damages, except as may be provided
in Section 8.5.  The Party whose
proposed resolution was not selected by the majority vote of the arbitrators
shall pay the full costs of the arbitration and the reasonable costs and
expenses of the prevailing Party, including, without limitation, reasonable
attorneys’ fees and travel and lodging costs.


(i)            Except to the extent necessary to confirm or enforce an award or as may
be required by law, neither a Party nor an arbitrator may disclose the
existence, content, or results of an arbitration without the prior written
consent of both Parties.  In no event
shall an arbitration be initiated after the date when commencement of a legal
or equitable proceeding based on the dispute, controversy or claim would be
barred by the applicable New York statute of limitations.


(j)            As used in this Section, the term “Excluded Claim” shall mean a dispute,
controversy or claim that concerns (i) the validity, enforceability or infringement
of a patent, trademark or copyright; or (ii) any antitrust, anti-monopoly or
competition law or regulation, whether or not statutory.


(k)           In no event shall an arbitration be initiated after the date when
commencement of a legal or equitable proceeding based on the dispute,
controversy or claim would be barred by the applicable New York statute of
limitations.


12.7        Entire Agreement; Amendments.  This Agreement, together with the letter agreement
between the Parties dated as of the Effective Date regarding the Research Plan,
contains the entire understanding of the Parties with respect to the subject
matter hereof and thereof and supersedes and cancels all previous express or
implied agreements and understandings, negotiations, writings and commitments,
either oral or written, in respect to the subject matter hereof and thereof,
including, without limitation, the Confidentiality Agreement.  This Agreement and the Research Plan may be
amended, or any term hereof modified, only by a written instrument duly
executed by authorized representatives of both Parties.


12.8        Headings.  The captions to the several Articles and Sections
hereof are not a part of this Agreement, but are merely for convenience to
assist in locating and reading the several Articles and Sections hereof.


12.9        Independent Contractors.  It is expressly agreed that Metabasis and Idenix shall
be independent contractors and that the relationship between the two Parties
shall not constitute a partnership, joint venture or agency.  Neither Metabasis nor Idenix shall have the
authority to make any statements, representations or commitments of any kind,
or to take any action, which shall be binding on the other Party, without the
prior written consent of the other Party.


12.10      Waiver.  The waiver by either Party of any right hereunder, or
the failure of the other Party to perform, or a breach by the other Party,
shall not be deemed a waiver of any other



 41
 









right hereunder or of any other breach or failure by
such other Party whether of a similar nature or otherwise.


12.11      Cumulative Remedies.  No remedy referred to in this Agreement is intended to
be exclusive, but each shall be cumulative and in addition to any other remedy
referred to in this Agreement or otherwise available under law.


12.12      Waiver of Rule of Construction.  Each Party has had the opportunity to consult with
counsel in connection with the review, drafting and negotiation of this
Agreement.  Accordingly, the rule of
construction that any ambiguity in this Agreement shall be construed against
the drafting Party shall not apply.


12.13      Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



 42
 









IN WITNESS WHEREOF, the
Parties  have duly executed this EXCLUSIVE LICENSE AND RESEARCH
COLLABORATION AGREEMENT as of the Effective Date.


	
  IDENIX PHARMACEUTICALS, INC.

  	
   

  	
  METABASIS THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jean-Pierre Somadossi

  	
   

  	
  By:

  	
  /s / Paul Laikind

  
	
  Name:

  	
  Dr. Jean-Pierre Somadossi

  	
   

  	
  Name:

  	
  Paul Laikind

  	 

	
  Title:

  	
  Vice President

  	
   

  	
  Title: 

  	
  President and CEO

  	 

							



 



 43















EXHIBIT A


IDENIX CORE PATENTS




	
  [***]

  
	
   

  






 


***Confidential
Treatment Requested



 A-1
 









[***]


 


***Confidential
Treatment Requested



 A-2
 









[***]


	
  [***]

  



 


	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


***Confidential
Treatment Requested



 A-3
 









 


	
  [***]

  



 


	
  [***]

  



 


	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


***Confidential
Treatment Requested



 A-4
 









[***]


 


***Confidential
Treatment Requested



 A-5
 









[***]


	
  [***]

  



 


	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


***Confidential
Treatment Requested



 A-6
 









[***]


 


***Confidential
Treatment Requested



 A-7
 









[***]


	
  [***]

  



 


	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


***Confidential
Treatment Requested



 A-8
 









[***]


***Confidential
Treatment Requested



 A-9
 









 


	
  [***]

  



 


	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


***Confidential
Treatment Requested



 A-10















[***]


***Confidential
Treatment Requested



 A-11
 









 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


***Confidential
Treatment Requested



 A-12
 









[***]


***Confidential
Treatment Requested



 A-13
 









 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing

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  Application No.

  	
   

  	
  Patent No.

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


***Confidential
Treatment Requested



 A-14
 









[***]




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


***Confidential
Treatment Requested



 A-15
 









 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing

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  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


***Confidential
Treatment Requested



 A-16
 









 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
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  Application No.

  	
   

  	
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  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  Filing

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  Filing

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  Patent No.

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


***Confidential
Treatment Requested



 A-17
 









[***]


 


***Confidential
Treatment Requested



 A-18
 









[***]




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing

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***Confidential
Treatment Requested



 A-19
 









[***]


 


***Confidential
Treatment Requested


 



 A-20















EXHIBIT B


METABASIS CORE PATENTS


 


	
  Exhibit B

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Applic. No.

  	
   

  	
  Filing Date

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Applic. No.

  	
   

  	
  Filing Date

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


***Confidential Treatment
Requested


 



 B-1
 









 


[***]


 


 


***Confidential
Treatment Requested



 B-2
 









 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
  

  
	
  Country

  	
   

  	
  Applic. No.

  	
   

  	
  Filing Date

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


***Confidential Treatment
Requested



 B-3















EXHIBIT C


IDENIX PATENTS


 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


***Confidential
Treatment Requested



 C-1
 









[***]


 


***Confidential
Treatment Requested



 C-2
 









[***]


 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


***Confidential
Treatment Requested



 C-3
 









[***]


 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


***Confidential
Treatment Requested



 C-4
 









[***]


 


 


***Confidential
Treatment Requested



 C-5
 









[***]


 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Application No.

  	
   

  	
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  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


***Confidential
Treatment Requested



 C-6
 









[***]


 


 


***Confidential
Treatment Requested



 C-7
 









[***]


 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  Application No.

  	
   

  	
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***Confidential
Treatment Requested



 C-8
 









[***]


 


 


***Confidential
Treatment Requested



 C-9
 









[***]


 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  Application No.

  	
   

  	
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  Filing Date

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


***Confidential
Treatment Requested



 C-10
 









 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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***Confidential
Treatment Requested



 C-11
 









[***]


 


 


***Confidential
Treatment Requested



 C-12















 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
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  Application No.

  	
   

  	
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  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


***Confidential
Treatment Requested



 C-13
 









[***]


 


***Confidential
Treatment Requested



 C-14
 









 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Application No.

  	
   

  	
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  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
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***Confidential
Treatment Requested



 C-15
 









 


[***]


 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


***Confidential
Treatment Requested



 C-16
 









 


[***]


 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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***Confidential
Treatment Requested



 C-17
 









[***]




	
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***Confidential
Treatment Requested



 C-18
 









 




	
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***Confidential
Treatment Requested



 C-19
 









 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
  Filing Date

  	
   

  	
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  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
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***Confidential
Treatment Requested



 C-20
 









[***]




	
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***Confidential
Treatment Requested



 C-21















EXHIBIT D


METABASIS PATENTS




	
  Exhibit D

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
  Country

  	
   

  	
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  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
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***Confidential
Treatment Requested



 D-1
 









 


[***]


 


***Confidential
Treatment Requested


 



 D-2
 









 




	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
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  Country

  	
   

  	
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***Confidential
Treatment Requested



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