BY OMI
FOLLOWING TERMINATION OF THIS AGREEMENT, EXCEPT TO THE EXTENT THAT THE MILESTONE
EVENT WAS ACHIEVED (IN THE CASE OF MILESTONE PAYMENTS) OR THE PRODUCT WAS SOLD
(IN THE CASE OF ROYALTY PAYMENTS) PRIOR TO SUCH TERMINATION.
10.6.2
SURVIVAL. ARTICLES 7, 8, 9, 10, 11,
12 AND 14, AND SECTION 6.11, 6.15 AND SECTION 13.4 OF THIS AGREEMENT WILL
SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON. FURTHERMORE,
ISIS HEREBY GRANTS TO OMI A WORLDWIDE NON-EXCLUSIVE LICENSE, WITH THE RIGHT TO
GRANT SUBLICENSES UNDER SECTION 2.2, TO ISIS KNOW-HOW EXISTING NOW OR IN THE
FUTURE AND DISCLOSED TO OMI DURING THE TERM, SOLELY FOR THE FURTHER MANUFACTURE
AND SALE OF COMPOUNDS AND PRODUCTS AFTER THE EXPIRATION OF THE TERM. ISIS
FURTHER ACKNOWLEDGES AND AGREES THAT UPON THE EXPIRATION OF THE TERM, (I) OMI
WILL NO LONGER HAVE AN OBLIGATION TO PAY ROYALTIES TO ISIS ON ANY PRODUCT, AND
(II) THE MAKING, USING OR SELLING OF A COMPOUND OR PRODUCT WILL NOT BE COVERED
BY A VALID CLAIM WITHIN ANY ISIS PATENT RIGHT.
SECTION 10.7
RIGHTS IN BANKRUPTCY. ALL RIGHTS AND
LICENSES GRANTED UNDER OR PURSUANT TO THIS AGREEMENT BY ISIS OR OMI ARE, AND
WILL OTHERWISE BE DEEMED TO BE, FOR PURPOSES OF SECTION 365(N) OF THE U.S.
BANKRUPTCY CODE (I.E., TITLE 11 OF THE U.S. CODE) OR ANALOGOUS PROVISIONS OF
APPLICABLE LAW OUTSIDE THE UNITED STATES, LICENSES OF RIGHTS TO "INTELLECTUAL
PROPERTY" AS DEFINED UNDER SECTION 101 OF THE U.S. BANKRUPTCY CODE OR ANALOGOUS
PROVISIONS OF APPLICABLE LAW OUTSIDE THE UNITED STATES. THE PARTIES AGREE THAT
EACH PARTY, AS LICENSEE OF SUCH RIGHTS UNDER THIS AGREEMENT, WILL RETAIN AND MAY
FULLY EXERCISE ALL OF ITS RIGHTS AND ELECTIONS UNDER THE U.S. BANKRUPTCY CODE OR
ANY OTHER PROVISIONS OF APPLICABLE LAW OUTSIDE THE UNITED STATES THAT PROVIDE
SIMILAR PROTECTION FOR 'INTELLECTUAL PROPERTY.'
THE PARTIES FURTHER AGREE THAT,
IN THE EVENT OF THE COMMENCEMENT OF A BANKRUPTCY PROCEEDING BY OR AGAINST A
PARTY UNDER THE U.S. BANKRUPTCY CODE OR ANALOGOUS PROVISIONS OF APPLICABLE LAW
OUTSIDE THE UNITED STATES, THE PARTY THAT IS NOT SUBJECT TO SUCH PROCEEDING WILL
BE ENTITLED TO A COMPLETE DUPLICATE OF (OR COMPLETE ACCESS TO, AS APPROPRIATE)
SUCH INTELLECTUAL PROPERTY AND ALL EMBODIMENTS OF SUCH INTELLECTUAL PROPERTY,
WHICH, IF NOT ALREADY IN THE NON SUBJECT PARTY'S POSSESSION, WILL BE PROMPTLY
DELIVERED TO IT UPON THE NON SUBJECT PARTY'S WRITTEN REQUEST THEREFOR. ANY
AGREEMENTS SUPPLEMENTAL HERETO WILL BE DEEMED TO BE "AGREEMENTS SUPPLEMENTARY
TO" THIS AGREEMENT FOR PURPOSES OF SECTION 365(N) OF THE U.S. BANKRUPTCY CODE.
ARTICLE 11 -
ISIS REVERSION RIGHT
SECTION 11.1
ISIS REVERSION RIGHTS.
11.1.1
IF (I) OMI TERMINATES THE AGREEMENT UNDER SECTION 10.2, (II) OMI
MAKES A SUBSTITUTION UNDER SECTION 3.6.1, OR (III) ISIS TERMINATES THE AGREEMENT
UNDER SECTION 10.3 OR 10.4, ISIS MAY ELECT TO CONTINUE TO DEVELOP AND
COMMERCIALIZE ANY COMPOUND OR PRODUCT THAT IS THE SUBJECT OF SUCH TERMINATION OR
SUBSTITUTION (A "DISCONTINUED PRODUCT") BY NOTICE IN WRITING TO OMI WITHIN [***]
OF SUCH TERMINATION (AN "ELECTION NOTICE")