PERFORMANCE OF THIS AGREEMENT AND SHALL
CAUSE SUCH AFFILIATE OR THIRD PARTY TO COMPLY WITH THE APPLICABLE TERMS AND
CONDITIONS OF THIS AGREEMENT, (III) BMS NAMES ISIS AS A THIRD PARTY BENEFICIARY
WITH THE RIGHT TO DIRECTLY ENFORCE ARTICLE 7 (CONFIDENTIALITY) OF THIS AGREEMENT
AGAINST SUCH AFFILIATE OR THIRD PARTY AND (IV) BMS PROMPTLY NOTIFIES ISIS IN
WRITING SPECIFICALLY IDENTIFYING THE ISIS KNOW-HOW TO BE DISCLOSED TO SUCH THIRD
PARTY AND IDENTIFYING BY NAME SUCH THIRD PARTY.
IN ADDITION TO THE REQUIREMENTS
AND LIMITATIONS SET FORTH ABOVE, WITH RESPECT TO THE ISIS MANUFACTURING
TECHNOLOGY, BMS (OR ITS AFFILIATE OR LICENSEE) MAY ONLY SUBLICENSE THE ISIS
PERMITTED MANUFACTURING TECHNOLOGY, AND IN EACH CASE, BMS (OR ITS AFFILIATE OR
LICENSEE) WILL USE APPROPRIATE PRECAUTIONS AND INCLUDE PROVISIONS IN SUCH
SUBLICENSE TO PROTECT THE ISIS KNOW-HOW SUCH THAT THE SUBLICENSEE WILL NOT USE
ANY ISIS KNOW HOW TO MANUFACTURE ANY OTHER ASOS FOR THIRD PARTIES.
IN ADDITION,
THE RIGHTS GRANTED TO BMS UNDER SECTION 2.1 MAY BE SUBLICENSED OR EXTENDED BY
BMS TO THIRD PARTY CONTRACTORS SOLELY FOR PURPOSES OF HAVING ACTIVITIES
PERFORMED BY SUCH THIRD PARTY CONTRACTOR ON BMS' (OR ITS AFFILIATE'S OR
LICENSEE'S) BEHALF FOR THE DEVELOPMENT AND COMMERCIALIZATION OF COMPOUNDS AND
PRODUCTS.
SECTION 2.2
EXCLUSIVITY.
DURING THE RESEARCH TERM AND CONTINUING
THEREAFTER SO LONG AS THE EXCLUSIVE LICENSE GRANTED TO BMS UNDER SECTION 2.1 IS
IN EFFECT AND SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 2.4 BELOW, ISIS
AGREES THAT IT WILL NOT WORK INDEPENDENTLY OF THIS AGREEMENT FOR ITSELF OR ANY
THIRD PARTY (INCLUDING THE GRANT OF ANY LICENSE TO ANY THIRD PARTY) WITH RESPECT
TO DISCOVERY, RESEARCH, DEVELOPMENT AND/OR COMMERCIALIZATION ACTIVITIES WITH
RESPECT TO ASOS (OR CONJUGATES OR PRODRUGS THEREOF) THAT [***] MRNA OR PRE-MRNA
OR THAT ARE DESIGNED TO [***] MRNA OR PRE-MRNA OR PRODUCTS CONTAINING SUCH ASOS
(OR CONJUGATES OR PRODRUGS THEREOF).
SECTION 2.3
COVENANT NOT TO SUE.
ISIS UNDERSTANDS THAT ISIS WILL BE
SHARING AND EXPOSING BMS TO THE ISIS TECHNOLOGY AS PART OF THIS AGREEMENT AND
THAT, FROM TIME TO TIME, [***] (BUT NOT [***]) USING CERTAIN ISIS TECHNOLOGY.
AS SUCH AND IN RECOGNITION OF THE SIGNIFICANT COLLABORATIVE RELATIONSHIP BETWEEN
ISIS AND BMS UNDER THIS AGREEMENT, ISIS COVENANTS, FOR ITSELF AND ITS AFFILIATES
AND THEIR SUCCESSORS, NOT TO EITHER DIRECTLY OR INDIRECTLY MAKE, FILE, BRING OR
MAINTAIN ANY CLAIM, DEMAND OR LAWSUIT (A "CLAIM") AGAINST BMS OR ITS AFFILIATES,
WHICH CLAIM ASSERTS [***] ANY OF (I) THE [***] THROUGH THE RESEARCH TERM, (II)
THE [***] OR (III) THE [***].
THIS SECTION 2.3 SHALL SURVIVE ANY TERMINATION OF
THIS AGREEMENT OTHER THAN WHEN TERMINATED BY ISIS UNDER SECTION 9.3.
SECTION 2.4
LICENSE CONDITIONS; LIMITATIONS.
(A)
DURING THE RESEARCH TERM, IN ORDER TO MAINTAIN THE LICENSE GRANTED
TO BMS UNDER SECTION 2.1, BMS MUST MEET ITS OBLIGATIONS TO FUND THE RESEARCH
PROGRAM IN ACCORDANCE WITH SECTION 3.5 AND SECTION 5.2.
IF BMS FAILS TO MEET
SUCH OBLIGATIONS TO FUND THE RESEARCH PROGRAM, ISIS SHALL HAVE THE RIGHT, AS SET
FORTH IN SECTION 9.3, TO TERMINATE