THE SAME RELATES TO DEVELOPING,
COMMERCIALISING, MANUFACTURING, MAKING, HAVING MADE, USING, SELLING, HAVING
SOLD, OFFERING TO SELL OR RESELL, IMPORTING, EXPORTING, DISTRIBUTING OR
OTHERWISE TRANSFERRING PHYSICAL POSSESSION OF OR OTHERWISE TRANSFERRING TITLE IN
OR TO ANTIBODY PRODUCTS IN THE FIELD AND SHALL NOT (UNTIL RECEIVING NOTICE THAT
THE REMAINING PARTY DOES NOT DESIRE SUCH AN ASSIGNMENT OR SUBLICENCE) TERMINATE
OR AMEND ANY SUCH IN-LICENCE WITHOUT THE REMAINING PARTY'S PRIOR WRITTEN
CONSENT.
UNTIL RECEIVING NOTICE THAT THE REMAINING PARTY DOES NOT DESIRE AN
ASSIGNMENT OR SUBLICENCE OF AN IN-LICENCE, THE NON-REMAINING PARTY SHALL
CONTINUE TO COMPLY WITH ITS OBLIGATIONS UNDER ARTICLE 9.3 WITH RESPECT TO EACH
SUCH IN-LICENCE.
(V)
EACH PARTY, [***] [CONFIDENTIAL TREATMENT
REQUIRED], SHALL DESTROY OR AT THE OTHER PARTY'S REQUEST RETURN, ALL OF THE
OTHER PARTY'S CONFIDENTIAL INFORMATION (OTHER THAN WITH RESPECT TO MAINTAINING
ONE (1) ARCHIVAL COPY OF CONFIDENTIAL INFORMATION RELATING TO ANY OF THE SAME
FOR ITS LEGAL FILES, FOR THE SOLE PURPOSE OF DETERMINING ITS OBLIGATIONS UNDER
THIS AGREEMENT) AND MATERIALS AND SHALL PROVIDE THE OTHER PARTY WITH
CERTIFICATION BY ONE OF ITS OFFICERS THAT ALL SUCH CONFIDENTIAL INFORMATION AND
MATERIALS HAVE BEEN DESTROYED OR RETURNED TO THE OTHER PARTY, AS APPROPRIATE,
PROVIDED THAT THE REMAINING PARTY SHALL BE ENTITLED TO RETAIN ALL OF THE
NON-REMAINING PARTY'S CONFIDENTIAL INFORMATION AND MATERIALS THAT ARE [***]
[CONFIDENTIAL TREATMENT
99
Required] to Develop, Commercialise or Manufacture Antibody Products in the
Field in the Territory.
(VI)
THE NON-REMAINING PARTY, [***] [CONFIDENTIAL
TREATMENT REQUIRED], SHALL, AT THE REQUEST AND EXPENSE OF THE REMAINING PARTY,
PROVIDE THE REMAINING PARTY WITH SUCH ASSISTANCE AS IS [***] [CONFIDENTIAL
TREATMENT REQUIRED] TO EFFECTUATE A SMOOTH AND ORDERLY TRANSITION OF ANY SUCH
DEVELOPMENT, MANUFACTURE AND COMMERCIALISATION ACTIVITIES TO THE REMAINING PARTY
OR ITS DESIGNEE SO AS TO MINIMIZE ANY DISRUPTION OF SUCH ACTIVITIES, INCLUDING,
AT THE REQUEST OF THE REMAINING PARTY, THE ASSIGNMENT (AND ASSUMPTION BY THE
REMAINING PARTY) OF ANY SUCH REGULATORY APPROVALS AND RELATED REGULATORY
DOCUMENTATION AND CONTRACTS AND THE TRANSFER OF ANY SUCH BIOLOGICAL MATERIALS
RELATED TO ANY ANTIBODY PRODUCT, IN EACH CASE THAT IS THE SUBJECT OF SUCH
OBLIGATION.
FURTHER, UPON THE REMAINING PARTY'S REQUEST, THE NON-REMAINING
PARTY SHALL PROVIDE SUCH TECHNICAL ASSISTANCE, [***] [CONFIDENTIAL TREATMENT
REQUIRED], AS MAY [***] [CONFIDENTIAL TREATMENT REQUIRED]BE REQUESTED TO
TRANSFER ALL MANUFACTURING TECHNOLOGY THAT IS OR HAD BEEN USED BY OR ON BEHALF
OF THE NON-REMAINING PARTY AND ITS AFFILIATES IN CONNECTION WITH THE
MANUFACTURE, INCLUDING PROCESS DEVELOPMENT, OF ANY ANTIBODY PRODUCT.
(VII)
IF THE NON-REMAINING PARTY IS MANUFACTURING ANY
ANTIBODY PRODUCTS IT SHALL CONTINUE TO SUPPLY THE ANTIBODY PRODUCTS IT IS THEN
MANUFACTURING TO THE REMAINING PARTY ON THE SAME TERMS AS APPLIED PRIOR TO
TERMINATION UNTIL THE EARLIER OF [***] [CONFIDENTIAL TREATMENT REQUIRED] FROM
THE DATE OF TERMINATION OR SUCH TIME AS THE REMAINING PARTY OR A THIRD PARTY
DESIGNATED BY THE REMAINING PARTY ASSUMES RESPONSIBILITY FOR MANUFACTURE OF SUCH
ANTIBODY PRODUCTS, WHICH IT SHALL HAVE THE RIGHT TO DO, SAVE THAT THE [***]
[CONFIDENTIAL TREATMENT REQUIRED]; DURING THE PERIOD OF MANUFACTURE