IN FULL FORCE AND
EFFECT AND HAS NOT BEEN MODIFIED OR AMENDED; AND
(G)
TO THE BEST OF ISIS' KNOWLEDGE AS OF THE EFFECTIVE DATE, NEITHER ISIS
NOR ATL IS IN MATERIAL DEFAULT UNDER, AND NEITHER PARTY CLAIMS OR HAS GROUNDS
UPON WHICH TO CLAIM THE OTHER PARTY IS IN MATERIAL DEFAULT UNDER, THE AMENDED
AND RESTATED ISIS/ATL AGREEMENT.
5.3
NOTICE OF PATENT INFRINGEMENT.
ISIS WILL PROMPTLY ADVISE TEVA IF
IT BECOMES AWARE OF ANY SUSPECTED OR ACTUAL INFRINGEMENT OF THE VLA4 COMPOUND
PATENT RIGHTS BY ANY PERSON OR OF ANY SUSPECTED OR ACTUAL INFRINGEMENT BY THE
VLA4 COMPOUND PATENT RIGHTS OF ANY RIGHTS OF ANY PERSON.
IN ADDITION, ISIS WILL
NOTIFY TEVA OF ANY FINAL DETERMINATION OF ANY LEGAL ACTION OF ISIS OR KNOWN TO
ISIS INVOLVING THE ISIS CORE TECHNOLOGY PATENT RIGHTS AND/OR THE MANUFACTURING
PATENT RIGHTS THAT, IN EACH CASE, CLAIM INVENTIONS USED IN THE MANUFACTURE OF
VLA4 COMPOUNDS/PRODUCTS THEN UNDER DEVELOPMENT OR BEING COMMERCIALIZED BY OR ON
BEHALF OF TEVA.
5.4
ADDITIONAL COVENANT OF THE PARTIES.
EACH OF THE PARTIES WILL NOT
INSIST UPON, CLAIM, PLEAD, OR TAKE ANY BENEFIT UNDER ANY LOCAL LAWS OF ANY
JURISDICTION, OTHER THAN THE INTERNAL LAWS OF THE UNITED STATES AND THE STATE OF
NEW YORK, THAT MAY BE AVAILABLE TO IT, IN ORDER TO PREVENT, DELAY, HINDER OR
OTHERWISE FRUSTRATE THE ENFORCEMENT BY THE OTHER OF ANY OF THE PROVISIONS OF
THIS AGREEMENT.
IN FURTHERANCE OF THE FOREGOING, EACH OF THE PARTIES WAIVES ANY
RIGHTS OR BENEFITS THAT MAY BE AVAILABLE UNDER ANY LOCAL LAWS OF ANY
JURISDICTION (OTHER THAN THE
8
internal laws of the United States and New York) that are contrary to any
provision of this Agreement.
5.5
DISCLAIMER.
THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, UNLESS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT.
6.
CONFIDENTIALITY AND NONDISCLOSURE
6.1
NONDISCLOSURE AGREEMENT.
THE NON-DISCLOSURE AGREEMENT ENTERED INTO
BY AND BETWEEN THE PARTIES ON JULY 23, 2007 IS HEREBY INCORPORATED HEREIN AS IF
SET FORTH IN FULL, AND THE TERMS THEREOF WILL BE DEEMED TO APPLY TO ALL
INFORMATION AS MAY BE DISCLOSED BY EACH OF THE PARTIES DURING THE TERM OF THIS
AGREEMENT.
6.2
PUBLICATIONS.
TEVA WILL HAVE THE RIGHT TO REVIEW ANY PAPER
PROPOSED FOR PUBLICATION BY OR WITH THE AUTHORIZATION OF ISIS THAT DISCUSSES
VLA4 COMPOUNDS/PRODUCTS, INCLUDING ORAL PRESENTATIONS AND ABSTRACTS, REGARDLESS
OF WHETHER SUCH PAPER OR PRESENTATION INCLUDES ANY CONFIDENTIAL INFORMATION.
ISIS WILL DELIVER A COMPLETE COPY TO TEVA AT LEAST [***] DAYS PRIOR TO
SUBMITTING THE PAPER TO A PUBLISHER.
TEVA WILL REVIEW ANY SUCH PAPER AND GIVE
ITS COMMENTS TO ISIS WITHIN [***] DAYS OF THE DELIVERY OF SUCH PAPER TO TEVA.
ISIS WILL CONSIDER IN GOOD FAITH ANY TEVA REQUEST TO DELETE REFERENCES TO ANY
RIGHTS SPECIFIED HEREIN AND COMPLY WITH ANY TEVA REQUEST TO DELETE REFERENCES TO
ANY TEVA CONFIDENTIAL INFORMATION IN ANY SUCH PAPER AND AGREES TO WITHHOLD
PUBLICATION OF