REQUIRE INCYTE TO
PERFORM ANY ACT THAT IT REASONABLY BELIEVES TO BE INCONSISTENT WITH ANY LAW OR
ANY APPROVAL, ORDER, POLICY OR GUIDELINES OF A REGULATORY AUTHORITY.
3.6
COMMITTEE MEMBERSHIP.
(A)
APPOINTMENT IS A RIGHT.
THE APPOINTMENT OF MEMBERS OF THE JDC AND
ANY SUBCOMMITTEES IS A RIGHT OF EACH PARTY AND NOT AN OBLIGATION AND SHALL NOT
BE A "DELIVERABLE" AS REFERENCED IN ANY EXISTING AUTHORITATIVE ACCOUNTING
LITERATURE.
EACH PARTY SHALL BE FREE TO DETERMINE NOT TO APPOINT MEMBERS TO THE
JDC OR ANY SUBCOMMITTEE.
(B)
CONSEQUENCE OF NON-APPOINTMENT.
IF A PARTY DOES NOT APPOINT
MEMBERS OF THE JDC OR ANY SUBCOMMITTEE, IT SHALL NOT BE A BREACH OF THIS
AGREEMENT, NOR SHALL ANY CONSIDERATION BE REQUIRED TO BE RETURNED, AND UNLESS
AND UNTIL SUCH MEMBERS ARE APPOINTED, THE PARTY THAT HAS MADE THE REQUISITE
APPOINTMENTS MAY UNILATERALLY DISCHARGE THE ROLES OF THE JDC OR ANY SUBCOMMITTEE
FOR WHICH MEMBERS WERE NOT APPOINTED, PROVIDED THAT NEITHER PARTY SHALL
UNILATERALLY DISCHARGE THE ROLES OF THE JDC OR ANY SUBCOMMITTEE AS PERMITTED
UNDER THIS SECTION 3.6(B) UNLESS THE OTHER PARTY HAS NOT APPOINTED ANY MEMBERS
WITHIN THIRTY (30) DAYS AFTER THE FIRST PARTY HAS COMPLETED ITS APPOINTMENT OF
ITS MEMBERS.
3.7
FUTURE ADJUSTMENTS IN GOVERNANCE.
THE PARTIES MAY AT ANY TIME BY
MUTUAL AGREEMENT CREATE OR DELETE GOVERNANCE COMMITTEES OR SUBCOMMITTEES OR MAKE
OTHER MODIFICATIONS TO THE GOVERNANCE STRUCTURES CONTEMPLATED BY THIS AGREEMENT
IN ORDER TO PROMOTE THE EFFICIENT OPERATION OF THE COLLABORATION.
19
*** Confidential material redacted and filed separately with the Commission.
ARTICLE IV
DEVELOPMENT; REGULATORY MATTERS; SUPPLY
4.1
INITIAL TRANSFER.
(A)
INITIAL INFORMATION TRANSFER TO LILLY.
(I) WITHIN A REASONABLE
PERIOD NOT TO EXCEED *** AFTER THE EFFECTIVE DATE, INCYTE SHALL MAKE AVAILABLE
TO LILLY, IN A MUTUALLY-AGREED UPON FORMAT, THE MATERIAL CLINICAL DATA AND
MANUFACTURING KNOW-HOW INCLUDED IN THE INCYTE KNOW-HOW AND THAT IS DESCRIBED IN
EXHIBIT B; AND (II) FROM THE EFFECTIVE DATE THROUGH ***, INCYTE SHALL MAKE ITS
RELEVANT SCIENTIFIC AND TECHNICAL PERSONNEL REASONABLY AVAILABLE TO LILLY AT
INCYTE'S OFFICES, AT REASONABLE TIMES DURING INCYTE'S NORMAL BUSINESS HOURS AND
UPON REASONABLE PRIOR NOTICE, TO ANSWER ANY QUESTIONS OR PROVIDE INSTRUCTION AS
REASONABLY REQUESTED BY LILLY CONCERNING THE INFORMATION DELIVERED PURSUANT TO
THIS SECTION 4.1.
THEREAFTER, WITH RESPECT TO ANY INFORMATION THAT CONSTITUTES
INCYTE KNOW-HOW NOT TRANSFERRED TO LILLY AS CONTEMPLATED ABOVE, INCYTE WILL,
UPON REQUEST BY LILLY, USE ITS GOOD FAITH EFFORTS TO MAKE AVAILABLE TO LILLY
SUCH INCYTE KNOW-HOW AS LILLY MAY REASONABLY REQUEST.
(B)
TRANSFER OF REGULATORY DOCUMENTATION.
UPON LILLY'S REQUEST AFTER
PAYMENT OF THE LICENSE FEE IN ACCORDANCE WITH SECTION 7.1, INCYTE SHALL TRANSFER
OWNERSHIP TO LILLY OF ANY REGULATORY DOCUMENTATION CONTROLLED BY INCYTE AND
EXISTING AS OF THE EFFECTIVE DATE.
(C)
RIGHT OF REFERENCE OR USE.
INCYTE HEREBY GRANTS TO LILLY, 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