A [***] DO NOT CARRY OVER TO THE NEXT [***] (I.E., NO
BANKING OF HOURS NOT USED IN A [***]).
ISIS WILL ALSO HOST, AT [***] TEVA, AN
EDUCATIONAL MEETING FOR TEVA PERSONNEL (THE "ISIS/TEVA MEETING") FOR UP TO
[***], AT A MUTUALLY AGREEABLE TIME, AFTER THE EFFECTIVE DATE.
THE ISIS/TEVA
MEETING WILL BE IN ADDITION TO THE [***] SUPPORT TO BE PROVIDED BY ISIS FOR THE
MONTH IN WHICH THE MEETING OCCURS.
IN ADDITION, ISIS WILL PROVIDE TO TEVA
COPIES OF EXISTING REPORTS OR OTHER EXISTING INFORMATION RELATING TO VLA4
COMPOUNDS/PRODUCTS THAT ARE IN ISIS' POSSESSION AND CONTROL THAT TEVA MAY
REASONABLY REQUEST, INCLUDING ANY SUCH REPORTS RELATED TO CLASS EFFECT.
SUCH
REPORTS WILL BE PROVIDED AT NO COST TO TEVA, EXCEPT THAT TEVA WILL REIMBURSE
ISIS' OUT-OF-POCKET COSTS INCURRED IN PROVIDING THE SAME.
3.2
[***] EDUCATION AND SUPPORT.
IN ADDITION TO THE ASSISTANCE,
EDUCATION AND SUPPORT REFERENCED IN SECTION 3.1, ISIS WILL PROVIDE ADDITIONAL
ASSISTANCE, EDUCATION AND SUPPORT AS REASONABLY REQUESTED BY TEVA FROM TIME TO
TIME HEREAFTER, AT [***] COST AND EXPENSE, IN ACCORDANCE WITH A PLAN MUTUALLY
AGREED UPON BY THE PARTIES IN WRITING (WHICH AGREEMENT WILL NOT BE UNREASONABLY
WITHHELD), FOR (A) THE REGULATORY ASPECTS OF [***] WITH RESPECT TO VLA4
COMPOUNDS/PRODUCTS, (B) [***] WITH RESPECT TO VLA4 COMPOUNDS/PRODUCTS, INCLUDING
THE [***], (C) [***] ISSUES/ACTIVITIES WITH RESPECT TO VLA4 COMPOUNDS/PRODUCTS,
INCLUDING RESPONDING TO QUERIES SUBMITTED BY TEVA WITH RESPECT TO THE [***]
BUILT BY ISIS WITH RESPECT TO VLA4 COMPOUNDS/PRODUCTS IN ORDER FOR TEVA TO GAIN
THE BENEFIT OF THE INFORMATION CONTAINED THEREIN, AND (D) SUCH OTHER MATTERS
RELATED TO VLA4 COMPOUNDS/PRODUCTS AS THE PARTIES MAY MUTUALLY AGREE IN WRITING.
3.3
VLA4 RESTRICTIVE COVENANT. IN ORDER TO ALLOW TEVA TO FULLY EXPLOIT
ITS RIGHTS UNDER THE ATL/TEVA AGREEMENT AND AS A MATERIAL INDUCEMENT FOR TEVA TO
ENTER INTO THE ATL/TEVA AGREEMENT, ISIS COVENANTS AND AGREES THAT, DURING THE
TERM OF THIS AGREEMENT, ISIS WILL [***] OF THIS AGREEMENT AND THE AMENDED AND
RESTATED ISIS/ATL AGREEMENT [***] WITH RESPECT TO [***] WITH RESPECT TO ANY
[***]; PROVIDED, HOWEVER, THAT IF A VLA4 PRODUCT HAS NOT
5
been [***] (or such later date as is mutually agreed by the parties), then the
provisions of this Section 3.3 shall terminate as of such date.
3.4
CERTAIN FUTURE INVENTIONS AND INTELLECTUAL PROPERTY.
PURSUANT TO
SECTION 4.2(C)(I)(A) OF THE AMENDED AND RESTATED ISIS/ATL AGREEMENT, ISIS HAS
GRANTED TO ATL RIGHTS TO CERTAIN FUTURE INVENTIONS.
4.
ADDITIONAL TECHNOLOGY
4.1
OTHER VLA4 COMPOUNDS OR NEXT GENERATION VLA4 COMPOUNDS.
ISIS WILL
HAVE NO OBLIGATION TO GENERATE FOR TEVA ANY OTHER VLA4 COMPOUNDS OR NEXT
GENERATION VLA4 COMPOUNDS, UNLESS AND UNTIL:
(A)
TEVA AND ISIS MUTUALLY AGREE IN WRITING UPON A RESEARCH PLAN, WHICH
AGREEMENT SHALL NOT BE UNREASONABLY WITHHELD, SPECIFICALLY DESCRIBING THE
ACTIVITIES TO BE UNDERTAKEN BY ISIS, INCLUDING THE AMOUNTS TO BE REIMBURSED BY
TEVA TO ISIS FOR PERFORMING SUCH ACTIVITIES; AND
(B)
WITH RESPECT TO NEXT GENERATION VLA4 COMPOUNDS, TEVA AND ISIS
MUTUALLY AGREE IN WRITING UPON LICENSE TERMS (INCLUDING,