WITHOUT LIMITATION,
MILESTONES AND ROYALTIES PAYABLE TO ISIS) WITH RESPECT TO PRODUCTS DEVELOPED
UTILIZING SUCH NEXT GENERATION VLA4 COMPOUNDS.
4.2
ACCESS TO ADDITIONAL TECHNOLOGY.
IF, AFTER THE EFFECTIVE DATE AND
DURING THE TERM OF THIS AGREEMENT, ISIS CREATES, DEVELOPS, COMES TO OWN, OR
ACQUIRES A LICENSE WITH THE RIGHT TO GRANT SUBLICENSES THEREUNDER, ANY NEW OR
ADDITIONAL ISIS CORE TECHNOLOGY PATENT RIGHTS OR MANUFACTURING PATENT RIGHTS, OR
ANY NEW OR ADDITIONAL TECHNOLOGY THAT BOTH (I) IS NECESSARY OR USEFUL FOR THE
DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF VLA4 COMPOUNDS/PRODUCTS AND
(II) IS OR HAS BEEN [***] AND TEVA DESIRES ACCESS TO ANY OF THE FOREGOING RIGHTS
FOR THE PURPOSE OF DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF VLA4
COMPOUNDS/PRODUCTS, ISIS AGREES TO NEGOTIATE IN GOOD FAITH WITH ATL AND TEVA
REGARDING SUCH ACCESS, PROVIDED THAT ANY LICENSES OR SUBLICENSES FROM ISIS TO
ATL OR TEVA UNDER SUCH PATENTS AND/OR TECHNOLOGY ARE CONDITIONED ON ATL'S OR
TEVA'S (AS APPLICABLE) AGREEMENT (A) TO [***]; AND (B) TO ABIDE BY ALL TERMS OF
THE AGREEMENT UNDER WHICH A THIRD PARTY LICENSE IS GRANTED TO ISIS.
NOTWITHSTANDING THE FOREGOING, ISIS AGREES TO PROVIDE TO TEVA, [***], (I) ANY
[***] THAT ARE USED IN ISIS' [***], AND/OR (II) SUCH ISIS TECHNOLOGY THAT (A) IS
REQUIRED FOR TEVA TO BE ABLE TO [***] AND (B) ISIS IS [***] FOR SUCH REQUIRED
TECHNOLOGY.
4.3
UPDATES.
NO MORE THAN ONCE PER CALENDAR YEAR AT ISIS' FACILITY IN
CARLSBAD, CALIFORNIA (OR SUCH OTHER LOCATION AS IS AGREED UPON BY THE PARTIES),
UPON THE WRITTEN REQUEST OF, BUT AT NO COST TO, TEVA, ISIS WILL PRESENT AN
UPDATE TO A REASONABLE NUMBER OF TEVA STAFF SCIENTISTS ON [***] AND ANY [***]
FOR VLA4 COMPOUNDS/PRODUCTS (PROVIDED THAT TEVA WILL BE RESPONSIBLE FOR THE
EXPENSES INCURRED BY TEVA PERSONNEL IN ATTENDING SUCH UPDATE).
IN ADDITION,
UPON TEVA'S WRITTEN REQUEST NO MORE THAN ONCE PER YEAR, AND AT NO COST TO TEVA,
ISIS WILL UPDATE EXHIBIT 1.39 TO THE AMENDED AND RESTATED ISIS/ATL AGREEMENT AND
PROVIDE SUCH UPDATED EXHIBIT TO TEVA.
6
5.
REPRESENTATIONS, COVENANTS AND
WARRANTIES.
5.1
MUTUAL WARRANTIES.
EACH OF ISIS AND TEVA HEREBY REPRESENTS AND
WARRANTS TO THE OTHER
AS OF THE EFFECTIVE DATE AS FOLLOWS:
(A)
IT IS DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION.
IT HAS THE REQUISITE LEGAL AND COMPANY POWER
AND AUTHORITY TO CONDUCT ITS BUSINESS AS PRESENTLY BEING CONDUCTED AND AS
PROPOSED TO BE CONDUCTED BY IT
AND IS DULY QUALIFIED TO DO BUSINESS IN THOSE
JURISDICTIONS WHERE ITS OWNERSHIP OF PROPERTY OR THE CONDUCT OF ITS BUSINESS
REQUIRES, IN EACH CASE THE FAILURE TO HAVE SUCH POWER, AUTHORITY OR
QUALIFICATION WOULD HAVE A MATERIAL ADVERSE IMPACT UPON THE RESPECTIVE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT.
(B)
IT HAS ALL REQUISITE LEGAL AND COMPANY POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS CONTEMPLATED HEREUNDER.
ALL
COMPANY ACTIONS ON ITS PART, ITS BOARDS OF DIRECTORS OR MANAGERS, OR SIMILAR
GOVERNING BODY AND ITS