AS PART OF SUCH
DISCLOSURE, AS SOON AS REASONABLY PRACTICABLE, METABASIS WILL DISCLOSE TO
SCHERING ALL LICENSED TECHNOLOGY, INCLUDING TO THE EXTENT REASONABLY AVAILABLE
TO METABASIS PRE-FORMULATION REPORTS, CLINICAL MANUFACTURING BATCH RECORDS,
DEVELOPMENT REPORTS, IND DOCUMENTATION, ANALYTICAL RESULTS, ANALYTICAL METHOD
VALIDATION REPORT, RAW MATERIAL AND EXCIPIENT SOURCING INFORMATION, QUALITY
AUDIT FINDINGS, STABILITY REPORTS AND ANY OTHER RELEVANT TECHNICAL INFORMATION.
SUCH INFORMATION IS SUBJECT TO THE CONFIDENTIALITY PROVISIONS OF ARTICLE XI
HEREOF.
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(B)
METABASIS SHALL HAVE A CONTINUING OBLIGATION TO DISCLOSE AND
PROVIDE TO SCHERING SUCH ADDITIONAL LICENSED TECHNOLOGY AS IS DEVELOPED OR
OBTAINED BY METABASIS OR ITS AFFILIATES DURING THE TERM OF THIS AGREEMENT WHICH
METABASIS HAS THE LEGAL RIGHT TO DISCLOSE TO SCHERING.
IN ADDITION, METABASIS
WILL, [***], PROVIDE REASONABLE ASSISTANCE TO SCHERING IN CONNECTION WITH
UNDERSTANDING AND USING THE LICENSED TECHNOLOGY, INCLUDING BY PROVIDING
INFORMATION TO ASSIST SCHERING IN DEVELOPING THE LICENSED COMPOUNDS OR PRODUCTS
AND ITS RELATED ACTIVITIES.
2.5
LIMITS ON THE USE OF LICENSED COMPOUND BY METABASIS
From the Amended Closing Date, Metabasis and its Affiliates will not research,
develop, manufacture, have manufactured, market, export, have exported, import,
use, offer for sale, or sell, have sold, distribute, promote, detail or
otherwise commercialize the Licensed Compound.
The rights granted under this
Agreement are to the exclusion of Metabasis, except as otherwise set forth in
this Agreement.
2.6
OPTIMIZATION OF LICENSED COMPOUND
[Intentionally omitted]
2.7
NON COMPETITION
(A)
METABASIS AGREES THAT FOR A PERIOD OF [***], METABASIS AND ITS
AFFILIATES WILL NOT, DIRECTLY OR INDIRECTLY, PROMOTE THE SALE OF, SELL, OR
OTHERWISE COMMERCIALIZE, ANY COMPETITIVE PRODUCT, OR LICENSE, ASSIGN, PERMIT OR
OTHERWISE ASSIST, THIRD PARTIES TO ENGAGE IN ANY OF SUCH ACTIVITIES, IN SUCH
COUNTRY, PROVIDED, HOWEVER, THAT METABASIS AND ITS AFFILIATES SHALL BE PERMITTED
TO COMMERCIALIZE A COMPETITIVE PRODUCT IN A COUNTRY WITH RESPECT TO WHICH
SCHERING'S RIGHTS HAVE TERMINATED PURSUANT TO A TERMINATION BY METABASIS UNDER
SECTION 6.1 OR 12.3 OR A TERMINATION BY SCHERING UNDER SECTION 12.5 OF THIS
AGREEMENT.
(B)
SCHERING AND ITS AFFILIATES (OTHER THAN ANY GENERIC AFFILIATES)
MAY NOT FOR [***], DIRECTLY OR INDIRECTLY, PROMOTE THE SALE OF, SELL, OR
OTHERWISE COMMERCIALIZE A COMPETITIVE PRODUCT IN SUCH COUNTRY.
FOR THE
AVOIDANCE OF DOUBT, IF SCHERING ACQUIRES OR BECOMES THE BENEFICIAL OWNER OF A
THIRD PARTY AND AS A RESULT OF SUCH ACQUISITION ACQUIRES FULL COMMERCIALIZATION
RIGHTS TO ANY COMPETITIVE PRODUCT, SCHERING SHALL [***]
(C)
NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, IN
THE EVENT THAT METABASIS BREACHES THE NON COMPETITION PROVISIONS CONTAINED
HEREIN, SCHERING SHALL HAVE THE
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RIGHT TO OFFSET THE FULL AMOUNT OF DAMAGES IT HAS SUFFERED AS A RESULT OF
METABASIS' BREACH AGAINST ANY PAYMENTS TO METABASIS PURSUANT TO ARTICLE 4
HEREOF.
ARTICLE III
SUBSTITUTE COMPOUND
If Schering, after consultation with the Development Steering Committee,
reasonably determines that the further development of the Licensed Compound is
not desirable because it will not be successful, will violate any Third Party
patent, or for a comparable reason decides not to pursue