Confidential material redacted and filed separately with the Commission.
(IV)
LILLY SHALL PROMPTLY TRANSFER AND ASSIGN TO INCYTE ALL OF LILLY'S
AND ITS AFFILIATES' RIGHTS, TITLE AND INTERESTS IN AND TO THE PRODUCT
TRADEMARK(S) (BUT NOT ANY LILLY HOUSE MARKS OR ANY TRADEMARK CONTAINING THE WORD
"LILLY" OWNED BY LILLY AND USED FOR THE LICENSED PRODUCTS IN THE FIELD IN THE
TERRITORY) OWNED BY LILLY AND USED FOR THE LICENSED PRODUCTS IN THE FIELD IN THE
TERRITORY;
(V)
LILLY SHALL AS SOON AS REASONABLY PRACTICABLE TRANSFER AND ASSIGN
TO INCYTE ALL REGULATORY DOCUMENTATION, THE GLOBAL SAFETY DATABASE AND OTHER
DOCUMENTED TECHNICAL AND OTHER INFORMATION OR MATERIALS CONTROLLED BY LILLY
WHICH ARE NECESSARY OR USEFUL FOR THE DEVELOPMENT, MANUFACTURE AND
COMMERCIALIZATION OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS; PROVIDED THAT
LILLY MAY RETAIN A SINGLE COPY OF SUCH ITEMS FOR ITS RECORDS.
WITHIN *** AFTER
INCYTE'S RECEIPT OF AN INVOICE THEREFOR, INCYTE SHALL REIMBURSE LILLY FOR
LILLY'S AND ITS AFFILIATES' REASONABLE OUT-OF-POCKET COSTS INCURRED IN
CONNECTION WITH SUCH TRANSFERS AND ASSIGNMENT (BUT NOT THE GENERATION, CREATION
OR DEVELOPMENT OF SUCH INFORMATION AND MATERIALS);
(VI)
INCYTE SHALL HAVE THE OPTION, EXERCISABLE WITHIN *** FOLLOWING THE
EFFECTIVE DATE OF SUCH TERMINATION, TO OBTAIN LILLY INVENTORY OF LICENSED
PRODUCTS AT A PRICE EQUAL TO *** OF LILLY'S NON-AUDITABLE "STANDARD COST" THAT
LILLY USES FOR INTERNAL ACCOUNTING PURPOSES.
LILLY'S "STANDARD COST" DOES NOT
INCLUDE THE RESEARCH AND DEVELOPMENT COSTS TO DEVELOP THE MOLECULE OR COSTS NOT
ASSOCIATED WITH LICENSED PRODUCTS.
INCYTE MAY EXERCISE SUCH OPTION BY WRITTEN
NOTICE TO LILLY DURING SUCH *** PERIOD; PROVIDED THAT IN THE EVENT INCYTE
EXERCISES SUCH RIGHT TO PURCHASE SUCH INVENTORY, LILLY SHALL GRANT, AND HEREBY
DOES GRANT, A ROYALTY-FREE RIGHT AND LICENSE TO ANY TRADEMARKS, NAMES AND LOGOS
OF LILLY CONTAINED THEREIN FOR A PERIOD OF *** SOLELY TO PERMIT THE ORDERLY SALE
OF SUCH INVENTORY, EXCEPT WHERE LILLY REASONABLY BELIEVES THAT CONTINUED SALES
WOULD POSE AN UNREASONABLE SAFETY RISK, AND ANY MATERIALS HAVING A LILLY LOGO (A
HOUSEMARK OR THE WORD "LILLY") THAT ARE RELEASED BY LILLY MUST MEET THE LILLY
QUALITY ASSURANCE STANDARDS;
(VII)
TO THE EXTENT THAT LILLY IS RESPONSIBLE FOR MANUFACTURING A
LICENSED PRODUCT PRIOR TO TERMINATION OF THIS AGREEMENT, LILLY SHALL:
A.
IN EXCHANGE FOR A PAYMENT EQUAL TO *** OF LILLY'S "STANDARD
COSTS", USE COMMERCIALLY REASONABLE EFFORTS TO SUPPLY INCYTE AND ITS AFFILIATES
WITH COMPARABLE QUANTITIES OF THE LICENSED PRODUCTS IN THE DOSAGE STRENGTH,
FORMULATION AND PRESENTATION AS WERE BEING COMMERCIALIZED AS OF THE EFFECTIVE
DATE OF TERMINATION UNTIL THE EARLIER OF *** AFTER THE EFFECTIVE DATE OF THE
TERMINATION OR ESTABLISHMENT BY INCYTE OF AN ALTERNATIVE SUPPLY FOR SUCH
LICENSED PRODUCT, IT BEING UNDERSTOOD THAT LILLY IS NOT OBLIGATED TO MANUFACTURE
ITSELF IF LILLY REASONABLY BELIEVES THAT SUCH MANUFACTURE AND/OR LICENSED
PRODUCT WOULD POSE AN UNREASONABLE SAFETY RISK, AND UNLESS LILLY WAS
MANUFACTURING ITSELF IMMEDIATELY PRIOR TO TERMINATION, AND IN THE EVENT LILLY
WAS UTILIZING A CONTRACT MANUFACTURER, LILLY'S OBLIGATION IS TO USE COMMERCIALLY
REASONABLE EFFORTS TO COOPERATE WITH INCYTE TO