ALICAFORSEN PRODUCT, ASSOCIATED AUDITS, AND STABILITY TESTING.
FOR THE
AVOIDANCE OF DOUBT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.6.1 AND
SECTION 3.6.2 OF THIS AGREEMENT, NEITHER ATLANTIC NOR ISIS WILL HAVE ANY
OBLIGATIONS TO ONE ANOTHER WITH RESPECT TO THE MANUFACTURE OR SUPPLY OF
ALICAFORSEN API OR ALICAFORSEN PRODUCT, AND ATLANTIC IS LICENSED UNDER
SECTION 2.1.1 TO MAKE AND/OR HAVE MADE ALICAFORSEN API AND ALICAFORSEN PRODUCT
ITSELF OR BY A THIRD PARTY, INCLUDING, WITHOUT LIMITATION, BY AN ENABLED CMO.
ARTICLE 4 -
FOLLOW-ON PRODUCT ROFN; EXCLUSIVITY COVENANTS
SECTION 4.1
(A)
FOLLOW-ON PRODUCT ROFN.
FOR A PERIOD OF [***]
([***]) YEARS FOLLOWING THE RESTATEMENT DATE, IF ISIS DESIRES TO (I) OFFER A
THIRD PARTY AN EXCLUSIVE LICENSE TO THE RIGHTS TO SYSTEMIC DELIVERY AND ENEMA
DELIVERY FOR A FOLLOW-ON PRODUCT (THE "FOLLOW-ON PRODUCT LICENSE"), OR
(II) PURSUE A BONA-FIDE OFFER FROM A THIRD PARTY FOR A FOLLOW-ON PRODUCT
LICENSE, THEN ISIS WILL PROVIDE ATLANTIC WITH THE RIGHT OF FIRST NEGOTIATION FOR
SUCH FOLLOW-ON PRODUCT LICENSE BY WRITTEN NOTICE TO ATLANTIC AND WILL PROMPTLY
DELIVER EVALUATION MATERIALS AND ANY DATA REASONABLY RELEVANT TO SUCH FOLLOW-ON
PRODUCT, AT WHICH TIME ATLANTIC WILL HAVE [***] DAYS TO NOTIFY ISIS IN WRITING
WHETHER ATLANTIC DESIRES TO OBTAIN THE FOLLOW-ON PRODUCT LICENSE. IF ATLANTIC
PROVIDES ISIS WITH TIMELY WRITTEN NOTICE WITHIN SUCH [***]-DAY PERIOD THAT
ATLANTIC DESIRES TO OBTAIN THE FOLLOW-ON PRODUCT LICENSE, THEN ISIS AND ATLANTIC
WILL NEGOTIATE IN GOOD FAITH, TO CONCLUDE A WRITTEN LICENSE AGREEMENT WITHIN
[***] DAYS ON COMMERCIALLY REASONABLE TERMS (INCLUDING DEVELOPMENT PLAN AND
FUNDING COMMITMENTS FROM ATLANTIC FOR SUCH FOLLOW-ON PRODUCT). IF ATLANTIC FAILS
TO NOTIFY ISIS WITHIN SUCH [***]-DAY PERIOD THAT ATLANTIC DESIRES TO OBTAIN THE
FOLLOW-ON PRODUCT LICENSE OR, IF DESPITE GOOD FAITH NEGOTIATIONS ATLANTIC AND
ISIS ARE UNABLE TO REACH AGREEMENT WITHIN [***] DAYS AFTER ISIS' RECEIPT OF SUCH
NOTICE FROM ATLANTIC, THEN, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, (I) ISIS WILL BE FREE TO DEVELOP AND COMMERCIALIZE THE FOLLOW-ON
PRODUCT ON ITS OWN OR WITH A THIRD PARTY AND MAY GRANT THE FOLLOW-ON PRODUCT
LICENSE (OR GRANT A RIGHT TO OBTAIN SUCH AN EXCLUSIVE LICENSE) TO ANY THIRD
PARTY FOR ANY INDICATION ON ECONOMIC TERMS WHICH, WHEN TAKEN AS A WHOLE, ARE NO
MORE FAVORABLE TO ANY SUCH THIRD PARTY THAN THE TERMS LAST OFFERED UNDER THIS
SECTION 4.1 BY ATLANTIC TO ISIS, (II) ATLANTIC WILL HAVE NO FURTHER RIGHTS TO
SUCH FOLLOW-ON PRODUCT, AND (III) ISIS WILL HAVE NO FURTHER OBLIGATIONS TO
ATLANTIC UNDER THIS AGREEMENT WITH RESPECT TO SUCH FOLLOW-ON PRODUCT.
(B)
[***] STANDSTILL PERIOD. NOTWITHSTANDING THE FOREGOING IN
SECTION 4.1, FOR A PERIOD OF [***] ([***]) YEARS FOLLOWING THE RESTATEMENT DATE
(THE "STANDSTILL PERIOD"), ISIS AGREES (I) NOT TO CONSUMMATE A FOLLOW-ON PRODUCT
LICENSE WITH A THIRD PARTY THAT INCLUDES A LICENSE TO DEVELOP AND COMMERCIALIZE
A FOLLOW-ON PRODUCT INTENDED TO ACHIEVE A THERAPEUTIC EFFECT IN THE [***]
("[***]"), OR (II) IF ISIS CONSUMMATES SUCH A FOLLOW-ON PRODUCT LICENSE THAT
INCLUDES RIGHTS TO DEVELOP AND COMMERCIALIZE A [***], SUCH THIRD