INCLUDING COSTS RELATED TO RESEARCH
SUPPLIES, CONSUMABLES AND APPLICABLE OVERHEAD COSTS, IN PERFORMING ITS
OBLIGATIONS UNDER THE RESEARCH PROGRAM, PROVIDED THAT BMS WILL MAKE A PAYMENT TO
ISIS FOR (I) [***] (II) THE COSTS OF MANUFACTURING ASOS IN EXCESS OF AN INITIAL
[***] QUANTITY AS SET FORTH IN SECTION 3.5.2(C) BELOW AND (III) THE COSTS OF
MANUFACTURING APPROXIMATELY [***] OF API FOR A LEAD COMPOUND IN ACCORDANCE WITH
SECTION 4.2 AND AS SET FORTH IN THE RESEARCH PLAN.
[***]
FOR EACH PROJECT
UNDER THE RESEARCH PLAN, THE JRC WILL SET A BUDGET FOR THE ABOVE COSTS AND WILL
UPDATE THE RESEARCH PLAN SUCH THAT IT INCLUDES SUCH BUDGET.
AT THE END OF EACH
CALENDAR QUARTER DURING THE RESEARCH TERM, ISIS SHALL INVOICE BMS FOR THE ABOVE
COSTS INCURRED DURING SUCH CALENDAR QUARTER, PROVIDED, HOWEVER, THAT (X) FOR ANY
PARTICULAR ITEM OF SUCH COST IN EXCESS OF THE GREATER OF $[***] OR [***]% OF THE
AMOUNT ALLOCATED FOR SUCH ITEM IN THE BUDGET SHALL REQUIRE THE WRITTEN APPROVAL
OF BMS PRIOR TO BEING INCURRED AND (Y) BMS SHALL NOT BE RESPONSIBLE FOR PAYMENT
FOR THOSE ITEMS OF SUCH COST IN EXCESS OF THE GREATER OF $[***] OR [***]% OF THE
AMOUNT ALLOCATED FOR SUCH ITEM IN THE BUDGET THAT ARE INCURRED BY ISIS WITHOUT
BMS' PRIOR WRITTEN CONSENT.
BMS SHALL PAY ANY SUCH CORRECT INVOICES WITHIN 30
DAYS AFTER RECEIPT THEREOF.
AT BMS' OPTION, ISIS AGREES TO DELIVER TO BMS, AT
BMS' EXPENSE, OR TO DISPOSE OF SUCH RESEARCH PROGRAM-SPECIFIC ANIMALS IN ISIS'
POSSESSION FOLLOWING COMPLETION OF THE RESEARCH TERM OR EARLIER TERMINATION OF
THIS AGREEMENT.
THE PARTIES AGREE THAT IF ISIS WISHES TO RETAIN ANY SUCH
RESEARCH PROGRAM-SPECIFIC ANIMALS, BMS WILL CONSIDER REASONABLE OFFERS FROM ISIS
TO PURCHASE SUCH RESEARCH PROGRAM-SPECIFIC ANIMALS FROM BMS.
ISIS SHALL AFFORD
BMS A REASONABLE OPPORTUNITY, FROM TIME TO TIME, TO VERIFY [***] INCURRED BY
ISIS.
(C)
RESPONSIBILITY FOR SUPPLY OF ASO AND COSTS FOR ASO SUPPLY.
ISIS
SHALL BE RESPONSIBLE FOR THE MANUFACTURE AND SUPPLY OF ALL ASOS FOR USE IN
SUPPORT OF THE RESEARCH PROGRAM, AND ALL SUCH MANUFACTURE WILL BE PERFORMED AT
ISIS' FACILITIES.
ISIS SHALL NOT USE A THIRD PARTY (SUB)CONTRACTOR FOR THE
MANUFACTURE OF ASOS WITHOUT THE PRIOR WRITTEN APPROVAL OF BMS.
ISIS SHALL BEAR
ITS OWN COSTS FOR THE MANUFACTURE OF UP TO [***] OF EACH ASO.
FOR QUANTITIES IN
EXCESS OF SUCH [***] FOR ANY ASO, BMS SHALL ORDER SUCH ADDITIONAL QUANTITIES IN
[***] INCREMENTS.
ISIS WILL BE RESPONSIBLE FOR THE FIRST $[***] COST TO
MANUFACTURE SUCH ADDITIONAL QUANTITIES OF ASOS IN THE AGGREGATE, AND THEREAFTER,
BMS WILL REIMBURSE ISIS FOR ITS COSTS OF MANUFACTURING SUCH ASOS (SUBJECT TO
SECTION 3.5.2(B) ABOVE).
THE COST TO MANUFACTURE SUCH ADDITIONAL QUANTITIES OF
ASOS WILL BE NEGOTIATED AND AGREED TO IN GOOD FAITH BY THE PARTIES, BUT SHALL
NOT EXCEED $[***] PER GRAM FOR MOE GAPMERS.
AS SET FORTH IN SECTION 4.2 AND
4.3, ISIS SHALL MANUFACTURE AND SUPPLY API FOR USE IN IND-ENABLING STUDIES AND
FOR USE FOR CLINICAL DEVELOPMENT