IN GEOGRAPHIC SCOPE TO COVER THE RIGHT TO DEVELOP, MANUFACTURE AND
COMMERCIALIZE PRODUCT CANDIDATES AND PRODUCTS IN THE TERRITORY. DURING THE
PERIOD COMMENCING WITH NOTICE OF TERMINATION AND ENDING [***] FOLLOWING THE
EFFECTIVE DATE OF TERMINATION, JANSSEN WILL PROVIDE VERTEX AND ITS SUBLICENSEES,
AT JANSSEN'S EXPENSE AND IN ACCORDANCE WITH PROCEDURES TO BE AGREED BY THE
PARTIES, WITH REASONABLE ACCESS TO INFORMATION AND KNOW-HOW NECESSARY FOR VERTEX
TO APPLY THE LICENSED TECHNOLOGY.
13.5.3
IF VERTEX TERMINATES THIS AGREEMENT PURSUANT TO SUBSECTION 13.3.2,
ALL LICENSES AND RIGHTS TO LICENSES GRANTED UNDER OR PURSUANT TO THIS AGREEMENT
BY JANSSEN TO VERTEX ARE, AND SHALL OTHERWISE BE DEEMED TO BE, FOR PURPOSES OF
SECTION 365(N) OF THE UNITED STATES BANKRUPTCY CODE (THE "CODE"), LICENSES OF
RIGHTS TO "INTELLECTUAL PROPERTY" AS
Information redacted pursuant to a confidential treatment request.
An
unredacted version of this exhibit has been filed separately with the
Commission.
46
DEFINED UNDER SECTION 101(35A) OF THE CODE. THE PARTIES AGREE THAT VERTEX, AS A
LICENSEE OF SUCH RIGHTS UNDER THIS AGREEMENT, SHALL RETAIN AND MAY FULLY
EXERCISE ALL OF ITS RIGHTS AND ELECTIONS UNDER THE CODE, AND THAT UPON
COMMENCEMENT OF A BANKRUPTCY PROCEEDING BY JANSSEN UNDER THE CODE, OR AGAINST
JANSSEN IF SUCH PROCEEDING IS NOT DISMISSED WITHIN [***] OF ITS INITIAL FILING,
VERTEX SHALL BE ENTITLED TO COMPLETE ACCESS TO ANY SUCH INTELLECTUAL PROPERTY
AND ALL EMBODIMENTS OF SUCH INTELLECTUAL PROPERTY IN THE TERRITORY.
13.5.4
UPON TERMINATION BY JANSSEN UNDER SECTION 13.2, (A) ALL FILINGS AND
APPROVALS WITH REGULATORY AUTHORITIES AND REGULATORY APPROVALS CONCERNING
PRODUCT CANDIDATES OR PRODUCTS AND MARKETING AUTHORIZATIONS RELATING TO ANY
PRODUCT WILL BE ASSIGNED OR OTHERWISE TRANSFERRED TO OR AT THE DIRECTION OF
VERTEX AS SOON AS PRACTICABLE AND AT JANSSEN'S EXPENSE, AND ANY REPORTS REQUIRED
TO BE MADE TO ANY REGULATORY AUTHORITY COVERING ANY PERIODS PRIOR TO THE
EFFECTIVE DATE OF TERMINATION OF THE AGREEMENT WILL BE PREPARED PROMPTLY AND
FILED AT VERTEX'S DIRECTION WITH THE APPROPRIATE REGULATORY AUTHORITY OR, AT
VERTEX'S DISCRETION, MADE AVAILABLE TO OR AT THE DIRECTION OF VERTEX FOR FILING
BY VERTEX. JANSSEN WILL ALSO PROMPTLY DELIVER TO OR AT THE DIRECTION OF VERTEX
(I) ALL GOVERNMENTAL AND REGULATORY CORRESPONDENCE AND CONVERSATION LOGS
RELATING TO THE DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF PRODUCT
CANDIDATES AND PRODUCTS IN THE TERRITORY, (II) COPIES OF ALL DATA, REPORTS,
RECORDS AND MATERIALS IN JANSSEN'S POSSESSION OR CONTROL RELATING TO THE
DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF PRODUCT CANDIDATES AND PRODUCTS
IN THE TERRITORY, INCLUDING ALL NON-CLINICAL AND CLINICAL DATA RELATING TO
PRODUCT CANDIDATES AND PRODUCTS, AND (III) ALL RECORDS AND MATERIALS IN
JANSSEN'S POSSESSION OR CONTROL CONTAINING CONFIDENTIAL INFORMATION OF VERTEX.
(b)
Janssen will appoint Vertex as Janssen's and/or its Affiliates' agent for
all Product-related matters involving Regulatory Authorities in the Territory.
(c)
if Vertex so requests, Janssen and its Affiliates will assign to Vertex any
agreements with Third Parties relating solely to the Development, Manufacture or
Commercialization of the Product to which Janssen is a party to the extent
permitted by the applicable law