Exhibit 10.3
EXECUTION VERSION (02-08-08)
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R §§ 200.80(b)4, AND 240.24b-2
VLA4 PARTNER SUPPORT AGREEMENT
BY AND BETWEEN
ISIS PHARMACEUTICALS, INC.
AND
TEVA PHARMACEUTICAL INDUSTRIES LTD.
FEBRUARY 8, 2008
This VLA4 PARTNER SUPPORT AGREEMENT (the "Agreement"), entered into as of
February 8, 2008 (the "Effective Date"), is made by and between ISIS
Pharmaceuticals, Inc., a Delaware corporation with a principal place of business
at 1896 Rutherford Road, Carlsbad, CA
92008 ("ISIS") and TEVA Pharmaceutical
Industries Ltd., a limited liability company organized under the laws of Israel
with its principal place of business at Petah Tiqva 49131, Israel ("TEVA").
BACKGROUND
A.
ISIS and ATL entered into that certain collaboration and license
agreement, dated October 30, 2001, which agreement was amended and restated on
February 8, 2008 (the "Amended and Restated ISIS/ATL Agreement").
B.
ATL and TEVA have agreed to enter into a license agreement dated
as of even date hereof (the "ATL/TEVA Agreement").
C.
In order to, among other things, induce TEVA to enter into the
ATL/TEVA Agreement and to undertake its obligations thereunder, ISIS agrees to
provide TEVA, in ISIS' capacity as licensor under the Amended and Restated
ISIS/ATL Agreement, with:
(i)
certain limited assurances and agreements supporting the
assurances and agreements made by ISIS to ATL under the Amended and Restated
ISIS/ATL Agreement and the assurances and agreements made by ATL to TEVA under
the ATL/TEVA Agreement, and
(ii)
support services in connection with the development of Products,
as more fully described herein.
NOW, THEREFORE, for and in consideration of the representations, warranties and
covenants hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged; it is agreed by
and between the parties as follows:
1.
DEFINITIONS
1.1
ALL CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN WILL HAVE THE
MEANING ASCRIBED TO SUCH TERMS IN THE AMENDED AND RESTATED ISIS/ATL AGREEMENT.
1.2
OTHER DEFINED TERMS.
THE FOLLOWING DEFINED TERMS HAVE THE MEANINGS
SET FORTH IN THE RESPECTIVE SECTIONS REFERRED TO BELOW:
Defined Term
Section
VLA4 Compounds/Products
2.1
ISIS/TEVA Meeting
3.1
1
ISIS Indemnitees
7.1(a)
Claims
7.1(a)
TEVA Indemnitees
7.1(b)
Indemnified Party
7.2
Indemnity Claim
7.2
Liaisons
10.3
Executives
10.12(a)
ICC
10.12(b)
1.3
INTERPRETATION.
THE SECTION, PARAGRAPH AND OTHER HEADINGS
CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND WILL NOT AFFECT
THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
ALL REFERENCES IN THIS
AGREEMENT TO A SECTION OR PARAGRAPH WILL REFER TO A SECTION OR PARAGRAPH IN OR
TO THIS AGREEMENT, UNLESS OTHERWISE STATED. ALL REFERENCES TO A "PARTY" IS TO A
PARTY TO THIS AGREEMENT ANY REFERENCE TO ANY FEDERAL, NATIONAL, STATE, LOCAL, OR
FOREIGN STATUTE OR LAW WILL BE DEEMED ALSO TO REFER TO ALL RULES AND REGULATIONS
PROMULGATED THEREUNDER, UNLESS THE CONTEXT REQUIRES OTHERWISE.
THE WORD
"INCLUDING" AND SIMILAR WORDS MEAN "INCLUDING WITHOUT LIMITATION." THE WORDS
"HEREIN," "HEREOF' AND "HEREUNDER" AND OTHER WORDS OF SIMILAR IMPORT REFER TO
THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR SECTION, PARAGRAPH OR