EACH CASE, WILL NOT BE
UNREASONABLY WITHHELD.
CHIRON SHALL REASONABLY COOPERATE WITH LICENSEE AND WILL
MAKE AVAILABLE TO LICENSEE ALL PERTINENT INFORMATION UNDER THE CONTROL OF
CHIRON.
7.3.
PRESUMPTIONS AND BURDEN OF PROOF REGARDING CLAIMS OF EXEMPT PRODUCT
STATUS.
THE PARTIES AGREE THAT THERE SHALL BE A PRESUMPTION THAT SIRNA OR
ANTISENSE COMPOUNDS FOR THE TREATMENT OF HCV INFECTION ARISING PRIOR TO THE
EXPIRATION OF CHIRON PATENT RIGHTS IN THE RELEVANT REFERENCE COUNTRY FROM
LICENSEE'S PROGRAM FOR RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF HCV GENOME
AND COMPLEMENTARY RNA INHIBITOR PRODUCTS (A "PRODUCT IN QUESTION") ARE
IDENTIFIED PRODUCTS, AND ARE SUBJECT TO THE OBLIGATIONS GOVERNING IDENTIFIED
PRODUCT PROVIDED HEREIN.
IN THE EVENT THAT LICENSEE CONTENDS THAT A PRODUCT IN
QUESTION IS NOT AN IDENTIFIED PRODUCT (AN "EXEMPT PRODUCT") LICENSEE SHALL HAVE
THE BURDEN OF PROVING SUCH CONTENTION BY A PREPONDERANCE OF THE EVIDENCE, AND
THE PROVISIONS OF SECTION 7.4 SHALL APPLY.
7.4.
EXEMPT PRODUCT NOTIFICATION.
IN THE EVENT THAT LICENSEE OR ANY
LICENSEE AFFILIATE FILES AN IND FOR ANY PRODUCT IN QUESTION AFTER THE EFFECTIVE
DATE THAT LICENSEE CONTENDS IS AN EXEMPT PRODUCT, LICENSEE SHALL PROVIDE CHIRON
WRITTEN NOTICE PROVIDING PARTICULAR AND SUFFICIENT FACTS WHICH ARE THE BASIS FOR
SUCH CONTENTION (THE "EXEMPT PRODUCT NOTIFICATION").
LICENSEE SHALL PROVIDE
CHIRON WITH THE EXEMPT PRODUCT NOTIFICATION WITHIN THIRTY (30) DAYS FOLLOWING
THE IND FILING OF ANY SUCH ALLEGED EXEMPT PRODUCT (THE "EXEMPT PRODUCT
NOTIFICATION PERIOD").
IN THE EVENT THAT LICENSEE SUBMITS TO CHIRON AN EXEMPT
PRODUCT NOTIFICATION, CHIRON SHALL HAVE THE RIGHT TO HAVE LICENSEE'S CLAIM THAT
THE PRODUCT IN QUESTION IS AN EXEMPT PRODUCT EVALUATED BY AN QUALIFIED EXPERT IN
THE PHARMACEUTICAL INDUSTRY CHOSEN BY CHIRON.
IN THE EVENT THAT CHIRON DISPUTES
LICENSEE'S CLAIM THAT THE PRODUCT IN QUESTION IS AN EXEMPT PRODUCT AFTER SUCH
EVALUATION, THE DISPUTE SHALL BE GOVERNED BY THE DISPUTE RESOLUTION PROVISIONS
PROVIDED HEREIN, PROVIDED THAT THE PRESUMPTION AND BURDEN OF PROOF PROVISIONS
REFERENCED IN SECTION 7.3 SHALL APPLY TO SUCH DISPUTE RESOLUTION.
IN THE EVENT
THAT LICENSEE FAILS TO PROVIDE CHIRON WITH AN EXEMPT PRODUCT NOTIFICATION WITHIN
THE EXEMPT PRODUCT NOTIFICATION PERIOD, LICENSEE SHALL THEREAFTER BE ESTOPPED
FROM ASSERTING THAT THE PRODUCT IN QUESTION IS AN EXEMPT PRODUCT.
8.
TERM AND TERMINATION
8.1.
TERM.
THE TERM OF THIS AGREEMENT (THE "TERM") SHALL COMMENCE AS OF
THE EFFECTIVE DATE AND, UNLESS EARLIER TERMINATED IN ACCORDANCE WITH SECTION
8.2, SHALL CONTINUE UNTIL THE LATER TO OCCUR OF (A) THE TWENTIETH ANNIVERSARY OF
THE EFFECTIVE DATE AND (B) THE EXPIRATION DATE OF THE LAST TO EXPIRE OF ANY
ISSUED CHIRON PATENT THAT INCLUDES AT LEAST ONE VALID CLAIM COVERING SUCH
IDENTIFIED PRODUCT IN ANY COUNTRY IN WHICH IDENTIFIED PRODUCT IS BEING SOLD.
IN
ACKNOWLEDGEMENT OF LICENSEE'S AGREEMENT TO ENTER INTO A DEFERRED PAYMENT
ARRANGEMENT INSTEAD OF PAYING A FULLY NEGOTIABLE UP-FRONT FEE FOR THE LICENSE TO
THE CHIRON PATENT RIGHTS GRANTED HEREIN, LICENSEE AGREES THAT LICENSEE'S
OBLIGATION TO PAY MILESTONE PAYMENTS PURSUANT TO SECTION 3.1.1 AND ROYALTY
PAYMENTS PURSUANT TO SECTIONS 3.1.2 AND 3.1.3
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SHALL BE UNCONDITIONAL AND IRREVOCABLE