SECTION 5.1 FOR A PARTICULAR COMPOUND OR PRODUCT, ISIS WILL HAVE THE RIGHT,
CONSISTENT WITH AND PURSUANT TO THE PROVISIONS OF SECTION 10.4, TO TERMINATE THE
AGREEMENT WITH RESPECT TO SUCH COMPOUND OR PRODUCT, INCLUDING THE LICENSES
GRANTED TO OMI UNDER SECTION 2.1.
(C)
THE NONEXCLUSIVE LICENSE AND EXCLUSIVITY GRANTED UNDER SECTION 2.1(B) AND 2.3
ARE SUBJECT TO AND LIMITED BY THE (I) ISIS IN-LICENSE AGREEMENTS AND (II) PRIOR
THIRD PARTY AGREEMENTS, EACH AS LISTED IN APPENDIX 6 ATTACHED HERETO.
3
(D)
IN ADDITION, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ISIS RETAINS
THE RIGHT TO GRANT PERMITTED LICENSES.
ARTICLE 3 -
COLLABORATION
SECTION
3.1
OBJECTIVE. THE PARTIES WILL COLLABORATE IN CARRYING OUT A PROGRAM TO DEVELOP
COMPOUNDS DIRECTED TO THE COLLABORATION GENE TARGETS AND ULTIMATELY
COMMERCIALIZE THEM AS PRODUCTS. THE DEVELOPMENT PROGRAM IS OUTLINED IN THE R&D
PLAN AND INCLUDES THE CONDUCT OF THE [***] FOR GCGR AND THE [***] FOR GCCR (THE
"DEVELOPMENT PROGRAM"). IN ADDITION, THE PARTIES WILL COLLABORATE IN CARRYING
OUT A RESEARCH PROGRAM TO (I) [***] AND (II) AT OMI'S OPTION, TO [***] AS
PROVIDED FOR IN THE R&D PLAN
(THE "RESEARCH PROGRAM").
SECTION
3.2
R&D PLAN. THE COLLABORATION WILL BE CARRIED OUT IN ACCORDANCE WITH A WRITTEN
RESEARCH AND DEVELOPMENT PLAN (THE "R&D PLAN") AND CORRESPONDING WRITTEN
RESEARCH AND DEVELOPMENT BUDGET (THE "R&D BUDGET"). THE INITIAL R&D PLAN AND R&D
BUDGET, THAT HAVE BEEN AGREED TO BY THE PARTIES AS OF THE EFFECTIVE DATE (AS
EVIDENCED BY SEPARATE SIGNATURE OF EACH PARTY ON THE COVER PAGE OF THE R&D PLAN)
ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT. THE PURPOSE OF THE R&D
PLAN IS TO DETAIL THE RESPONSIBILITIES AND ACTIVITIES OF ISIS AND OMI WITH
RESPECT TO CARRYING OUT THE RESEARCH PROGRAM AND THE DEVELOPMENT PROGRAM. THE
R&D PLAN WILL INCLUDE A DESCRIPTION OF THE SPECIFIC ACTIVITIES TO BE PERFORMED
BY THE PARTIES IN SUPPORT OF THE COLLABORATION, THE ESTIMATED NUMBER OF ISIS
FTES TO PERFORM SUCH ACTIVITIES AND PROJECTED TIMELINES FOR COMPLETION OF SUCH
ACTIVITIES. THE R&D PLAN WILL INCLUDE A LIST OF SUBCONTRACTORS AND CONSULTANTS
THAT ISIS PLANS TO USE TO FULFILL ITS OBLIGATIONS UNDER THE R&D PLAN. THE R&D
BUDGET WILL CONTAIN THE ESTIMATED COSTS ([***]) ASSOCIATED WITH THE TASKS
OUTLINED IN THE R&D PLAN. THE R&D PLAN AND R&D BUDGET MAY ONLY BE AMENDED WITH
THE UNANIMOUS APPROVAL OF THE R&D COMMITTEE (AS PERMITTED BY THE R&D COMMITTEE
CHARTER). THE R&D PLAN AND R&D BUDGET WILL BE UPDATED AND AMENDED FROM TIME TO
TIME, BUT AT LEAST ANNUALLY. THEREFORE, [***] OF EACH YEAR OF THE COLLABORATION
TERM ([***]), THE R&D COMMITTEE WILL REVIEW AND UPDATE THE R&D PLAN AND R&D
BUDGET. IN THE EVENT THAT THE PARTIES CANNOT AGREE TO UPDATES OR AMENDMENTS TO
THE R&D PLAN AND R&D BUDGET, THE PARTIES WILL FIRST PURSUE THE DISPUTE
RESOLUTION PROVISIONS OF THE [***] APPENDIX 5 AND THEREAFTER FOLLOW THE
PROVISIONS OF SECTION 14.4.1.
SECTION
3.3
COLLABORATION TERM.
3.3.1
THE DEVELOPMENT PROGRAM WILL BEGIN ON THE EFFECTIVE DATE AND WILL