DO SO AT ITS EXPENSE,
(II) ATLANTIC WILL HAVE THE RIGHT, AT ITS OWN EXPENSE, TO BE REPRESENTED IN ANY
SUCH ACTION, AND (III) THE EXCLUSIVE LICENSE(S) GRANTED UNDER ARTICLE 2 THAT
PERTAIN TO SUCH ALICAFORSEN PATENT OR ICAM-1 SPECIFIC PATENT (IF APPLICABLE),
WILL AUTOMATICALLY CONVERT INTO NONEXCLUSIVE LICENSES. ISIS WILL HAVE THE RIGHT,
AT ISIS' OWN EXPENSE, TO REMOVE INFRINGEMENT OF THE ALICAFORSEN PATENTS OR
ICAM-1 SPECIFIC PATENTS (IF APPLICABLE) (I) IF ISIS IS UNILATERALLY DEVELOPING
AND COMMERCIALIZING AN ALICAFORSEN PRODUCT PURSUANT TO SECTION 11.2, (II) WITH
RESPECT TO ANY PRODUCTS COVERED BY THE REVERTED RIGHTS, OR (III) IF A THIRD
PARTY IS INFRINGING THE ICAM-1 SPECIFIC PATENTS WITH ANY PRODUCT THAT DOES NOT
TARGET ICAM-1.
(B)
COOPERATION.
THE PARTY NOT ENFORCING THE APPLICABLE PATENT WILL
PROVIDE REASONABLE ASSISTANCE TO THE OTHER PARTY (AT THE ENFORCING PARTY'S
EXPENSE), INCLUDING PROVIDING ACCESS TO RELEVANT DOCUMENTS AND OTHER EVIDENCE,
MAKING ITS EMPLOYEES AVAILABLE AT REASONABLE BUSINESS HOURS, AND JOINING THE
ACTION TO THE EXTENT NECESSARY TO ALLOW THE ENFORCING PARTY TO MAINTAIN THE
ACTION.
IF ISIS REQUESTS THAT ATLANTIC TAKE ACTION TO REMOVE INFRINGEMENT OF AN
ALICAFORSEN PATENT OR ICAM-1 SPECIFIC PATENT (IF APPLICABLE) TO THE EXTENT
INFRINGED BY A THIRD PARTY WITH A PRODUCT TARGETING ICAM-1, AND ATLANTIC
BELIEVES IT IS NOT COMMERCIALLY APPROPRIATE TO TAKE SUCH ACTIONS, THE PARTIES
WILL MEET AND DISCUSS IN GOOD FAITH SUCH CIRCUMSTANCES AND SEEK TO REACH
AGREEMENT ON WHAT APPROPRIATE STEPS TO TAKE TO CAUSE SUCH INFRINGEMENT TO END IN
A COMMERCIALLY APPROPRIATE MANNER.
9.2.2
RECOVERY.
ANY AMOUNTS RECOVERED BY ATLANTIC IN CONNECTION WITH OR
AS A RESULT OF ANY ACTION CONTEMPLATED BY SECTION 9.2.1(A), WHETHER BY
SETTLEMENT OR JUDGMENT, WILL BE USED TO REIMBURSE THE PARTIES FOR THEIR
REASONABLE COSTS AND EXPENSES IN MAKING SUCH RECOVERY (WHICH AMOUNTS WILL BE
ALLOCATED PRO RATA IF INSUFFICIENT TO COVER THE TOTALITY OF SUCH EXPENSES), WITH
ANY REMAINDER IN EXCESS OF THE REASONABLE COSTS AND EXPENSES IN MAKING SUCH
RECOVERY WILL BE TREATED AS NET SALES OF AN ALICAFORSEN PRODUCT AND ROYALTIES
WILL BE DUE IN RESPECT OF SUCH NET SALES PURSUANT TO THIS AGREEMENT. ISIS WILL
RETAIN ALL AMOUNTS IT RECOVERS ENFORCING THE ALICAFORSEN PATENTS AND THE ICAM-1
SPECIFIC PATENTS.
ARTICLE 10 -
TERM AND TERMINATION
SECTION 10.1
TERM.
THE TERM OF THIS AGREEMENT (THE "TERM") COMMENCES
UPON THE RESTATEMENT DATE AND, UNLESS EARLIER TERMINATED IN ACCORDANCE WITH THE
PROVISIONS OF THIS ARTICLE 10, WILL CONTINUE UNTIL THE EXPIRATION OF ALL
OBLIGATIONS TO PAY ROYALTIES ON ALL ALICAFORSEN PRODUCTS TO ISIS.
SECTION 10.2
RIGHTS IN BANKRUPTCY OR INSOLVENCY
IF EITHER PARTY BECOMES
INSOLVENT, FILES A PETITION IN BANKRUPTCY, HAS SUCH A PETITION FILED AGAINST IT,
DETERMINES TO FILE A PETITION IN BANKRUPTCY, OR RECEIVES NOTICE OF A THIRD
PARTY'S INTENTION TO FILE AN INVOLUNTARY PETITION IN BANKRUPTCY, SUCH PARTY
IMMEDIATELY SHALL NOTIFY THE OTHER PARTY IN WRITING.
IN ADDITION TO ANY OTHER
REMEDIES AVAILABLE AT LAW OR IN EQUITY, THE OTHER PARTY (I.E., THE NON-BANKRUPT
PARTY) MAY IMMEDIATELY TERMINATE THIS AGREEMENT, IN WHOLE OR