CHIRON MAY BE OBLIGATED TO FILE A
COPY OF THIS AGREEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION WITH ITS
NEXT QUARTERLY REPORT ON FORM 10-Q, ANNUAL REPORT ON FORM 10-K OR CURRENT REPORT
ON FORM 8-K OR WITH ANY REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION (THE "SEC") PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED; IN THE EVENT OF ANY SUCH FILING, THE PARTIES AGREE TO COOPERATE AND
WORK TOGETHER TO REQUEST CONFIDENTIAL TREATMENT PURSUANT TO, AND IN ACCORDANCE
WITH, THE RULES AND REGULATIONS OF THE SEC);
(b)
to the extent and to the persons and entities required by rules of
the National Association of Securities Dealers;
(c)
as necessary to file or prosecute patent applications, prosecute
or defend litigation or otherwise establish rights or enforce obligations under
this Agreement, but only to the extent that any such disclosure is necessary;
(d)
as required by the Lilly License;
(e)
to investigators, institutions, contract research organizations,
clinical research associates and Regulatory Authorities and the like in
connection with conducting clinical trials and obtaining authorizations for
same; or
(f)
to Regulatory Authorities in connection with Drug Approval
Applications.
12.3.
PUBLICITY. SUBJECT TO SECTION 11.2, ANY OTHER PUBLICATION, NEWS RELEASE
OR OTHER PUBLIC ANNOUNCEMENT RELATING TO THIS AGREEMENT OR TO THE PERFORMANCE
HEREUNDER, SHALL FIRST BE REVIEWED AND APPROVED BY BOTH PARTIES, WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD.
ARTICLE 13.
TERM AND TERMINATION
13.1.
TERM. THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE EFFECTIVE DATE AND
SHALL REMAIN IN EFFECT UNTIL THE EARLIER OF (I) THE EFFECTIVE DATE OF THE
TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 13.2, 13.3 OR 13.4 BELOW, OR
(II) THE EXPIRATION OF THE TERM OF THIS AGREEMENT ON THE DATE ON WHICH CHIRON IS
NO LONGER OBLIGATED, PURSUANT TO THIS AGREEMENT, TO MAKE PAYMENT TO CUBIST OF
ANY ROYALTIES IN CONNECTION WITH SALES OF LICENSED PRODUCTS IN THE TERRITORY. IN
THE EVENT THAT THE TERM OF THIS AGREEMENT EXPIRES PURSUANT TO CLAUSE (II) OF
THIS SECTION 13.1, THEN THE LICENSES GRANTED BY CUBIST TO CHIRON, AND ANY
LICENSES GRANTED BY CHIRON TO CUBIST, PURSUANT TO ARTICLE 2 AND SECTION 8.10
SHALL SURVIVE SUCH EXPIRATION AND SHALL BE FULLY PAID-UP, ROYALTY-FREE,
PERPETUAL AND IRREVOCABLE LICENSES.
* CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE
COMMISSION
70
13.2.
TERMINATION FOR CONVENIENCE BY CHIRON. CHIRON SHALL HAVE, AT ANY TIME,
THE RIGHT TO TERMINATE THIS AGREEMENT IN ITS ENTIRETY UPON [*] PRIOR WRITTEN
NOTICE TO CUBIST.
CHIRON SHALL HAVE, AT ANY TIME, THE RIGHT TO TERMINATE THIS
AGREEMENT WITH RESPECT ONLY TO ONE OR MORE COUNTRIES WITHIN THE TERRITORY (BUT
NOT MORE THAN [*] OF ALL COUNTRIES WITHIN THE TERRITORY IN ANY [*] UPON [*]
PRIOR WRITTEN NOTICE TO CUBIST; PROVIDED, HOWEVER, THAT THE FOREGOING RIGHT OF
CHIRON TO TERMINATE THIS AGREEMENT ON A COUNTRY-BY-COUNTRY BASIS SHALL NOT APPLY
TO ANY MAJOR MARKET COUNTRY SO AS TO PERMIT CHIRON TO TERMINATE THIS AGREEMENT
WITH RESPECT TO ANY MAJOR MARKET COUNTRY.