SET FORTH IN THE OUTLINE FOR THE DEVELOPMENT PLAN SET FORTH IN
SCHEDULE 3.
EITHER PARTY MAY, FROM TIME TO TIME, NOTIFY THE OTHER PARTY IN
WRITING THAT IT WISHES TO EXTEND THE FOCUS OF THE DEVELOPMENT TO INCLUDE OTHER
ANTIBODIES IN THE FIELD, PROVIDED THAT THERE SHALL BE NO AMENDMENT TO THE FOCUS
OF THE DEVELOPMENT UNLESS AND UNTIL THE OTHER PARTY, IN ITS SOLE DISCRETION,
CONSENTS IN WRITING TO SUCH EXTENSION OF THE FOCUS.
(C)
EACH PARTY SHALL CO-OPERATE WITH AND
PROVIDE REASONABLE SUPPORT TO THE OTHER PARTY IN PERFORMING ITS ACTIVITIES WITH
RESPECT TO THE DEVELOPMENT AND COMMERCIALISATION WORK CONTEMPLATED UNDER THIS
AGREEMENT.
(D)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, BUT WITHOUT EXPANDING EACH PARTY'S DILIGENCE OBLIGATION UNDER
ARTICLE 2.1(A), NEITHER PARTY (OR ANY OF ITS AFFILIATES) SHALL TAKE ANY ACTION
OR, WITH RESPECT TO THE IMPLEMENTATION OF THE RESPONSIBILITIES ASSIGNED TO IT
UNDER THE DEVELOPMENT PLAN, COMMERCIALISATION PLAN, MANUFACTURING PLAN OR
OTHERWISE UNDER THIS AGREEMENT, FAIL TO TAKE ANY ACTION WITH RESPECT TO THE
DEVELOPMENT,
19
MANUFACTURING OR COMMERCIALISATION OF AN ANTIBODY PRODUCT, WHETHER FOR AN AGREED
INDICATION OR AN INDEPENDENT INDICATION, THAT IT KNOWS, OR SHOULD KNOW, IS
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE AFFECT ON THE DEVELOPMENT,
MANUFACTURE OR COMMERCIALISATION OF AN ANTIBODY PRODUCT IN [***]
[CONFIDENTIAL
TREATMENT REQUIRED], UNLESS IT HAS FIRST CONSULTED WITH, AND OBTAINED PRIOR
WRITTEN CONSENT TO TAKE OR REFRAIN FROM TAKING SUCH ACTION FROM, THE JDT (WHERE
THE ADVERSE AFFECT WOULD BE ON DEVELOPMENT), THE JMT (WHERE THE ADVERSE EFFECT
WOULD BE ON MANUFACTURING), AND/OR THE JCT (WHERE THE ADVERSE AFFECT WOULD BE ON
COMMERCIALISATION) [***]
[CONFIDENTIAL TREATMENT REQUIRED], PROVIDED THAT ANY
DISPUTE AS TO ANY PROPOSED ACT OR OMISSION SHALL BE RESOLVED IN ACCORDANCE WITH
ARTICLE 15 [***]
[CONFIDENTIAL TREATMENT REQUIRED].
2.2
EXCLUSIVE COLLABORATION
Except as provided in Article 16.4, the Parties agree that for the duration of
this Agreement [***]
[Confidential Treatment Required] they and their
Affiliates will Develop, Commercialise and Manufacture Antibody Products in the
Field in the Territory exclusively within the scope of this collaboration and
subject to the terms of this Agreement and, other than as explicitly permitted
under this Agreement (including with respect to permitted sublicensees or
Distributors), will not undertake or enable any Third Party to Develop,
Commercialise or Manufacture any Antibody Products in the Field without the
other Party's prior written consent.
2.3
FINANCIALS AND AUDIT RIGHTS
(A)
UCB SHALL PAY IMCLONE THE ROYALTIES AS
DESCRIBED IN ARTICLE 6.15.
(B)
SUBJECT TO ARTICLES 8.9, 12.10 AND 16.5,
DURING THE TERM THE PARTIES SHALL SHARE OPERATING PROFITS AND LOSSES AS FOLLOWS:
(I)
EXCEPT AS PROVIDED IN ARTICLE
2.3(B)(II), FOR EACH ANTIBODY PRODUCT, EACH PARTY IS ENTITLED TO AND RESPONSIBLE
FOR FIFTY PER CENT. (50%) OF OPERATING PROFITS AND LOSSES; AND
(II)
FOR AN ANTIBODY PRODUCT FOR AN INDEPENDENT
INDICATION (A) IF IMCLONE IS THE CONTINUING PARTY FOR SUCH INDEPENDENT
INDICATION, THEN, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
[***]
[CONFIDENTIAL TREATMENT REQUIRED] ENTITLED TO AND RESPONSIBLE FOR