THERE ARE NO
AGREEMENTS OR ARRANGEMENTS TO WHICH INCYTE OR ANY OF ITS AFFILIATES IS A PARTY
RELATING TO LICENSED COMPOUND OR INCYTE IP THAT WOULD LIMIT THE RIGHTS GRANTED
TO LILLY UNDER THIS AGREEMENT; AND
(G)
INCYTE HAS DISCLOSED TO LILLY ALL MATERIAL INFORMATION KNOWN TO IT
AND ITS AFFILIATES WITH RESPECT TO THE SAFETY AND EFFICACY OF EACH OF THE
LICENSED COMPOUNDS.
(H)
NEITHER INCYTE NOR ANY OF ITS AFFILIATES CONTROLS ANY PATENT
RIGHTS OR KNOW-HOW NECESSARY TO DEVELOP, MANUFACTURE OR COMMERCIALIZE LICENSED
PRODUCTS AND NOT INCLUDED IN THE LICENSES GRANTED HEREUNDER TO LILLY.
SUBJECT
TO SECTION 13.3(B)(II), IN THE EVENT INCYTE SUBSEQUENTLY DETERMINES THAT ANY
PATENT RIGHTS OR KNOW-HOW NECESSARY TO DEVELOP, MANUFACTURE OR COMMERCIALIZE
LICENSED PRODUCTS IS CONTROLLED BY ANY AFFILIATE OF INCYTE, AND NOT INCYTE,
INCYTE SHALL IMMEDIATELY CAUSE SUCH AFFILIATE TO GRANT TO INCYTE, A LICENSE
(THAT IS SUBLICENSEABLE TO LILLY HEREUNDER) TO, OR OWNERSHIP OF, SUCH PATENT
RIGHTS OR KNOW-HOW IN A MANNER CONSISTENT WITH THIS AGREEMENT.
(I)
NONE OF THE INCYTE IP HAS BEEN LICENSED OR SUBLICENSED FROM ANY
THIRD PARTY, AND THERE ARE NO ROYALTIES OR OTHER PAYMENTS THAT WOULD BE DUE TO
THIRD PARTIES ON ACCOUNT OF DEVELOPMENT OR COMMERCIALIZATION OF LICENSED
COMPOUNDS OR LICENSED PRODUCTS HEREUNDER AS A RESULT OF ANY AGREEMENT ENTERED
INTO BY INCYTE OR ANY OF ITS AFFILIATES.
10.4
DISCLAIMER OF WARRANTY.
NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY INCYTE THAT LILLY WILL
BE SUCCESSFUL IN OBTAINING ANY PATENT RIGHTS, THAT ANY PATENTS WILL ISSUE BASED
ON PENDING APPLICATIONS OR THAT ANY SUCH PENDING APPLICATIONS OR PATENTS ISSUED
THEREON WILL BE VALID.
ALL INCYTE IP TRANSFERRED PURSUANT TO THIS AGREEMENT
SHALL BE PROVIDED ON AN "AS IS" BASIS.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS, WAIVES, RELEASES AND RENOUNCES ANY
WARRANTY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT.
10.5
STANDSTILL.
(A)
LILLY AGREES THAT, FOR A PERIOD COMMENCING ON THE EFFECTIVE DATE
AND ENDING *** AFTER THE EFFECTIVE DATE, UNLESS SPECIFICALLY INVITED IN WRITING
TO DO SO BY INCYTE, LILLY AND EACH OF ITS AFFILIATES WILL NOT IN ANY MANNER,
DIRECTLY OR INDIRECTLY:
(I)
EFFECT, OR SEEK, OFFER OR PROPOSE TO EFFECT (WHETHER PUBLICLY OR
OTHERWISE) OR CAUSE OR PARTICIPATE IN, (A) ANY ACQUISITION OF (1) ANY VOTING
STOCK OF INCYTE OR ANY SECURITIES THAT AT SUCH TIME ARE CONVERTIBLE OR
EXCHANGEABLE INTO OR EXERCISABLE FOR ANY VOTING STOCK OF INCYTE (COLLECTIVELY,
"VOTING SECURITIES"); (2) ANY DIRECT OR INDIRECT RIGHTS OR OPTIONS TO ACQUIRE
ANY VOTING SECURITIES; OR (3) ANY ASSETS OR SECURITIES OF INCYTE OR ANY OF ITS
SUBSIDIARIES; (B) ANY MERGER, CONSOLIDATION, TENDER OR EXCHANGE OFFER, OR OTHER
BUSINESS COMBINATION INVOLVING INCYTE OR ANY AFFILIATE THEREOF; (C) ANY
RESTRUCTURING, RECAPITALIZATION, LIQUIDATION, DISSOLUTION OR SIMILAR TRANSACTION
WITH RESPECT TO INCYTE OR ANY AFFILIATE THEREOF; (D) ANY "SOLICITATION" OF
"PROXIES" (AS SUCH TERMS ARE DEFINED OR USED IN REGULATION 14A UNDER THE
EXCHANGE ACT) OR
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