TO ANALYZE DATA ARISING FROM THE JAK PROGRAM, AND
(IV) SUCH OTHER ASPECTS OF THE INCYTE KNOW-HOW OR NOVARTIS KNOW-HOW, AS
APPLICABLE, AS SHALL BE REASONABLY REQUESTED BY THE OTHER PARTY.
(C)
ACCESS TO INFORMATION UNDER
INCYTE CLINICAL AND SUPPLY AGREEMENTS.
(I)
AS PROMPTLY AS PRACTICABLE FOLLOWING THE
EFFECTIVE DATE, INCYTE ***, "NOVARTIS INFORMATION RIGHTS").
WITHOUT LIMITING
THE FOREGOING, INCYTE *** THE NOVARTIS INFORMATION RIGHTS.
INCYTE SHALL ***.
IF *** THE NOVARTIS INFORMATION RIGHTS ***, NOVARTIS SHALL ***.
INCYTE SHALL
*** TO THE EXTENT *** THE NOVARTIS INFORMATION RIGHTS ***.
(II)
SUBJECT TO THE EXCEPTION SET FORTH IN
SUBSECTION (IV) AND UNLESS AND TO THE EXTENT THAT NOVARTIS PREVIOUSLY AGREES IN
WRITING, INCYTE SHALL NOT ENTER INTO A ***,
29
*** Confidential material redacted and filed separately with the Commission.
IN EACH CASE ***, UNLESS SUCH ***.
AS USED ABOVE, THE TERM ***.
(III)
NOVARTIS SHALL EXERCISE THE NOVARTIS
INFORMATION RIGHTS ONLY UNDER CIRCUMSTANCES IN WHICH SPECIFIED INCYTE KNOW-HOW
THAT WOULD BE ENCOMPASSED WITHIN THE NOVARTIS INFORMATION RIGHTS (INCLUDING
INFORMATION THAT WOULD BE OBTAINED THROUGH ANY AUDIT, INSPECTION, COLLECTION AND
RETENTION OF PHYSICAL SAMPLES, INTERVIEW OF PERSONNEL AND ATTENDANCE AND
PARTICIPATION AT MEETINGS) HAS NOT BEEN PROVIDED BY INCYTE PURSUANT TO
SECTION 4.1(B) AND NOVARTIS HAS REQUESTED SUCH INFORMATION IN WRITING BUT HAS
BEEN UNABLE TO OBTAIN SUCH INFORMATION PROMPTLY THROUGH EXERCISE OF ITS OTHER
RIGHTS HEREUNDER.
IN THE EVENT THAT NOVARTIS OBTAINS INCYTE KNOW-HOW THROUGH
THE EXERCISE OF NOVARTIS INFORMATION RIGHTS, NOVARTIS SHALL LIMIT ITS USE OF
SUCH INCYTE KNOW-HOW TO THE JAK PROGRAM IN THE JAK FIELD AND IN THE NOVARTIS JAK
TERRITORY.
(IV)
THE PROVISIONS OF SUBSECTION (II) SHALL NOT
APPLY TO ANY INCYTE KNOW-HOW ARISING OUT OF AGREEMENTS WITH THIRD PARTIES TO THE
EXTENT RELATING TO A CLINICAL TRIAL OR OTHER DEVELOPMENT ACTIVITIES THAT ARE THE
SUBJECT OF A PROPOSAL BY INCYTE UNDER SECTION 4.3(A) ON WHICH NOVARTIS ELECTS
NOT TO COLLABORATE WITH INCYTE, UNLESS AND UNTIL NOVARTIS EXERCISES ITS BUY-IN
RIGHTS WITH RESPECT TO SUCH CLINICAL TRIAL OR DEVELOPMENT ACTIVITY UNDER
SECTION 4.3(C).
(D)
SOFTWARE SOURCE CODE.
FOLLOWING
THE EFFECTIVE DATE, INCYTE SHALL UPON REQUEST BY NOVARTIS AND IN ANY EVENT NO
LESS FREQUENTLY THAN EVERY *** TRANSFER TO NOVARTIS ANY SOFTWARE SOURCE CODE
THAT HAS NOT PREVIOUSLY BEEN PROVIDED TO NOVARTIS, INCLUDING UPDATES AND BUG
FIXES TO PREVIOUSLY PROVIDED SOFTWARE SOURCE CODE.
(E)
RIGHT OF REFERENCE OR USE.
INCYTE HEREBY GRANTS TO NOVARTIS, SOLELY FOR THE PURPOSES SET FORTH IN THIS
AGREEMENT, A RIGHT OF REFERENCE OR USE TO ANY AND ALL REGULATORY DOCUMENTATION
CONTROLLED BY INCYTE RELATING TO LICENSED PRODUCTS AND EXISTING AS OF THE
EFFECTIVE DATE OR GENERATED FROM ANY CLINICAL TRIAL COMMENCED BY INCYTE PRIOR TO
THE EFFECTIVE DATE, AND AGREES TO SIGN, AND CAUSE ITS AFFILIATES TO SIGN, ANY
INSTRUMENTS REASONABLY REQUESTED BY NOVARTIS IN ORDER TO EFFECT SUCH GRANT.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 4.1 IS INTENDED TO IMPLY
THE EXISTENCE OF ANY PARTICULAR DATA, INFORMATION, DRUG MASTER FILE OR OTHER
REGULATORY DOCUMENTATION.
(F)
APPLICABILITY OF