GRANTED BY ISIS TO ATLANTIC HEREUNDER WILL TERMINATE.
10.4.2
RETURN OF INFORMATION AND MATERIALS.
UPON EARLY TERMINATION OF THIS
AGREEMENT IN ITS ENTIRETY BY EITHER PARTY PURSUANT TO SECTION 10.3, OR BY ISIS
PURSUANT TO SECTION 10.2, ATLANTIC WILL RETURN ALL DATA, FILES, RECORDS AND
OTHER MATERIALS IN ITS POSSESSION OR CONTROL RELATING TO OR CONTAINING OR
COMPRISING ISIS' CONFIDENTIAL INFORMATION AND, IN EACH CASE (EXCEPT ONE COPY OF
WHICH MAY BE RETAINED FOR ARCHIVAL PURPOSES).
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SECTION 10.5
ACCRUED RIGHTS; SURVIVING OBLIGATIONS.
10.5.1
ACCRUED RIGHTS.
TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY
REASON WILL BE WITHOUT PREJUDICE TO ANY RIGHTS OR FINANCIAL COMPENSATION THAT
WILL HAVE ACCRUED TO THE BENEFIT OF A PARTY PRIOR TO SUCH TERMINATION OR
EXPIRATION.
SUCH TERMINATION OR EXPIRATION WILL NOT RELIEVE A PARTY FROM
OBLIGATIONS THAT ARE EXPRESSLY INDICATED TO SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
10.5.2
SURVIVAL.
ARTICLES 7, 8, 10, 11, 12, AND 14, SECTION 1.2, AND
SECTION 6.8 OF THIS AGREEMENT WILL SURVIVE EXPIRATION OR TERMINATION OF THIS
AGREEMENT FOR ANY REASON.
ARTICLE 11
DISCONTINUED DEVELOPMENT BY ATLANTIC
SECTION 11.1
DISCONTINUANCES. IN THE EVENT OF A DISCONTINUANCE, ISIS WILL HAVE
A REVERSION RIGHT AS FURTHER DESCRIBED IN SECTION 11.2.
SECTION 11.2
REVERSION RIGHTS. FOLLOWING THE OCCURRENCE OF A DISCONTINUANCE,
ISIS MAY ELECT TO CONTINUE TO DEVELOP ANY ALICAFORSEN PRODUCT THAT IS THE
SUBJECT OF SUCH DISCONTINUANCE BY NOTICE IN WRITING TO ATLANTIC (AN "ELECTION
NOTICE") THAT ISIS IS EXERCISING ITS RIGHTS UNDER THIS SECTION 11.2, IN WHICH
CASE THIS AGREEMENT WILL TERMINATE (SUBJECT TO THE SURVIVAL PROVISIONS SET FORTH
IN SECTION 10.5.2). UPON RECEIPT OF AN ELECTION NOTICE, ATLANTIC WILL (I) GRANT
TO ISIS A SUBLICENSABLE, WORLDWIDE LICENSE OR SUBLICENSE, AS THE CASE MAY BE, TO
ALL PATENTS CONTROLLED BY ATLANTIC SOLELY AS THEY ARE NECESSARY TO MAKE, HAVE
MADE, USE, SELL, OFFER FOR SALE, HAVE SOLD AND IMPORT THE ALICAFORSEN PRODUCT
AND (II) TRANSFER TO ISIS, FOR ISIS' UNLIMITED USE, ANY DATA, RESULTS,
REGULATORY INFORMATION AND FILES IN THE POSSESSION OF ATLANTIC AS OF THE DATE OF
THE ELECTION NOTICE THAT RELATE TO THE ALICAFORSEN PRODUCT, SUBJECT TO THE
NEGOTIATION IN GOOD FAITH OF A REASONABLE ROYALTY PAYABLE TO ATLANTIC THAT
REPRESENTS THE VALUE OF THE ITEMS TRANSFERRED TO ISIS.
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ARTICLE 12 -
INDEMNIFICATION AND INSURANCE
SECTION 12.1
INDEMNIFICATION OF ISIS.
ATLANTIC WILL INDEMNIFY ISIS AND
ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS, AND DEFEND AND HOLD EACH OF THEM HARMLESS, FROM AND AGAINST ANY AND ALL
LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES) TO THE EXTENT ARISING FROM OR OCCURRING AS A
RESULT OF ANY AND ALL LIABILITY SUITS, INVESTIGATIONS, CLAIMS OR DEMANDS BY A
THIRD PARTY (COLLECTIVELY, "LOSSES") ARISING FROM OR OCCURRING AS A RESULT OF OR
IN CONNECTION WITH (A) THE BREACH OF ANY OF ATLANTIC'S REPRESENTATIONS,
WARRANTIES, OR COVENANTS CONTAINED IN ARTICLE 13 BELOW, OR (B) WHETHER OR NOT
NEGLIGENCE IS FOUND OR ALLEGED, THE MANUFACTURE (EXCEPT TO THE EXTENT