SHALL PROVIDE REASONABLE ASSISTANCE
TO INCYTE AND COOPERATION IN CONNECTION WITH THE TRANSITION OF PROSECUTION,
MAINTENANCE AND ENFORCEMENT RESPONSIBILITIES TO INCYTE, INCLUDING EXECUTION OF
SUCH DOCUMENTS AS MAY BE NECESSARY TO EFFECT SUCH TRANSITION; AND
(XI)
TO THE EXTENT THAT NOVARTIS IS RESPONSIBLE
FOR MANUFACTURING A LICENSED PRODUCT PRIOR TO TERMINATION OF THIS AGREEMENT FOR
A TERMINATED PROGRAM, NOVARTIS SHALL:
A.
IN ACCORDANCE WITH THE TERMS OF THE SUPPLY
AGREEMENT, AND IN EXCHANGE FOR A PAYMENT EQUAL TO *** OF NOVARTIS' COSTS,
INCLUDING ALLOCATED OVERHEAD FOR THE SUPPLY OF PRODUCT, AND IF REGULATORY
APPROVAL HAS BEEN OBTAINED FOR SUCH LICENSED PRODUCT, USE COMMERCIALLY
REASONABLE EFFORTS TO SUPPLY INCYTE AND ITS AFFILIATES WITH COMPARABLE
QUANTITIES OF THE APPLICABLE LICENSED PRODUCTS IN THE DOSAGE STRENGTH,
FORMULATION AND PRESENTATION AS WERE BEING COMMERCIALIZED AS OF THE EFFECTIVE
DATE OF TERMINATION UNTIL THE EARLIER OF *** AFTER THE EFFECTIVE DATE OF THE
TERMINATION OR ESTABLISHMENT BY INCYTE OF AN ALTERNATIVE SUPPLY FOR SUCH
LICENSED PRODUCT; PROVIDED THAT INCYTE SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO ESTABLISH AN ALTERNATIVE SUPPLY AS PROMPTLY AS REASONABLY
PRACTICABLE;
B.
COOPERATE WITH INCYTE IN REASONABLE
RESPECTS TO TRANSFER MANUFACTURING DOCUMENTS AND MATERIALS WHICH ARE USED (AT
THE TIME OF THE TERMINATION) BY NOVARTIS IN THE MANUFACTURE OF THE APPLICABLE
LICENSED PRODUCTS; AND
C.
COOPERATE WITH INCYTE IN REASONABLE
RESPECTS TO TRANSFER TO INCYTE, OR INCYTE'S DESIGNATED CONTRACT MANUFACTURER,
THE MANUFACTURING TECHNOLOGIES (INCLUDING ALL RELEVANT KNOW-HOW) THAT ARE USED
AND NECESSARY (AT THE TIME OF THE TERMINATION) AND CONTROLLED BY NOVARTIS IN THE
MANUFACTURE OF THE APPLICABLE LICENSED PRODUCTS, PROVIDED THAT INCYTE SHALL
REIMBURSE NOVARTIS FOR NOVARTIS'S REASONABLE OUT-OF-POCKET COSTS TO PROVIDE SUCH
REQUESTED ASSISTANCE.
(B)
UPON TERMINATION OF THIS
AGREEMENT BY NOVARTIS IN WHOLE OR WITH RESPECT TO A TERMINATED PROGRAM IN
ACCORDANCE WITH SECTION 9.2(B):
(I)
ALL LICENSES GRANTED BY NOVARTIS TO
INCYTE HEREUNDER WITH RESPECT TO SUCH TERMINATED PROGRAM(S) SHALL TERMINATE AND
INCYTE SHALL NOT HAVE ANY RIGHTS TO USE OR EXERCISE ANY RIGHTS UNDER THE
NOVARTIS IP;
64
*** Confidential material redacted and filed separately with the Commission.
(II)
NOVARTIS SHALL BE RELEASED FROM ITS
DEVELOPMENT AND COMMERCIALIZATION OBLIGATIONS WITH RESPECT TO SUCH TERMINATED
PROGRAM(S) AND ANY EXCLUSIVITY AND NON-COMPETE OBLIGATIONS PERTAINING SOLELY TO
SUCH TERMINATED PROGRAM(S);
(III)
INCYTE SHALL PROVIDE TO NOVARTIS A FAIR AND
ACCURATE SUMMARY REPORT OF THE STATUS OF THE DEVELOPMENT AND COMMERCIALIZATION
OF THE LICENSED PRODUCTS IN SUCH TERMINATED PROGRAM(S) IN THE INCYTE TERRITORY
THROUGH THE EFFECTIVE DATE OF TERMINATION WITHIN *** AFTER SUCH TERMINATION;
(IV)
***;
(V)
WITH RESPECT TO THE TERMINATED PROGRAM(S),
THE LICENSE GRANTED TO NOVARTIS PURSUANT TO SECTION 2.1 SHALL REMAIN IN EFFECT
AND ALL PAYMENT OBLIGATIONS UNDER ARTICLE VIII SHALL REMAIN IN EFFECT; PROVIDED
THAT WITH RESPECT TO ROYALTIES ARISING AFTER THE EFFECTIVE DATE OF TERMINATION,
NOVARTIS *** PAYABLE UNDER SECTION 8.3(A) AS THEY BECOME DUE;
(VI)
NOVARTIS' RIGHTS AND INCYTE'S OBLIGATIONS
PURSUANT TO SECTIONS 7.2 AND 7.3 SHALL SURVIVE; AND
(VII)
THE PROVISIONS OF SECTION 3.2(E) (JOINT
INTELLECTUAL PROPERTY COMMITTEE) SHALL REMAIN IN EFFECT