OBLIGATION TO *** IF THE TERMINATED
PROGRAM IS THE JAK PROGRAM OR IF THE AGREEMENT IS TERMINATED IN ITS ENTIRETY;
62
*** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
(V)
IF INCYTE ELECTS TO CONTINUE SUCH LICENSE,
(A) THE LICENSE GRANTED TO INCYTE PURSUANT TO SECTION 2.2(A) SHALL REMAIN IN
EFFECT AND AUTOMATICALLY BE EXPANDED TO INCLUDE, WITH RESPECT TO THE TERMINATED
PROGRAM(S) THE RIGHT TO RESEARCH, DEVELOP, MAKE, HAVE MADE, USE, OFFER FOR SALE,
SELL AND IMPORT ALL APPLICABLE LICENSED PRODUCTS THAT FORMED A PART OF THE
TERMINATED PROGRAM(S) IN THE NOVARTIS TERRITORY, ***, AND (B) THE LICENSE
GRANTED TO INCYTE PURSUANT TO SECTION 2.2(B) SHALL REMAIN IN EFFECT ***;
(VI)
IN THE EVENT THAT INCYTE TERMINATES A PROGRAM
PURSUANT TO SECTION 9.2(D), THEN, IRRESPECTIVE OF WHETHER INCYTE ELECTS TO
CONTINUE THE LICENSE GRANTED TO INCYTE PURSUANT TO SECTION 2.2(A), ***, AND ***;
PROVIDED THAT IF SUBCLAUSE (V) AND THIS SUBCLAUSE (VI) BOTH APPLY, THEN ***
EITHER SUBCLAUSE (V) OR THIS (VI) ***;
(VII)
NOVARTIS SHALL PROMPTLY TRANSFER AND ASSIGN TO
INCYTE ALL OF NOVARTIS' AND ITS AFFILIATES' RIGHTS, TITLE AND INTERESTS IN AND
TO THE PRODUCT TRADEMARK(S) (BUT NOT ANY NOVARTIS HOUSE MARKS) OWNED BY NOVARTIS
AND USED FOR THE LICENSED PRODUCTS IN THE TERMINATED PROGRAM(S) IN THE NOVARTIS
TERRITORY, IN EXCHANGE FOR A PAYMENT TO NOVARTIS IN AN AMOUNT EQUAL TO
REIMBURSEMENT OF NOVARTIS' REASONABLE ACCUMULATED COSTS RELATED TO THE
DEVELOPMENT, CLEARANCE, REGISTRATION, ENFORCEMENT AND MAINTENANCE OF THE
APPLICABLE TRADEMARK THROUGHOUT THE NOVARTIS TERRITORY;
(VIII)
NOVARTIS SHALL AS SOON AS REASONABLY PRACTICABLE
TRANSFER AND ASSIGN TO INCYTE ALL REGULATORY DOCUMENTATION, THE DATA COMPRISING
THE GLOBAL SAFETY DATABASE AND OTHER DOCUMENTED TECHNICAL AND OTHER INFORMATION
OR MATERIALS CONTROLLED BY NOVARTIS' WHICH ARE NECESSARY OR USEFUL FOR THE
DEVELOPMENT, MANUFACTURE AND COMMERCIALIZATION OF THE LICENSED COMPOUNDS OR
LICENSED PRODUCTS IN TERMINATED PROGRAM(S) IN THE NOVARTIS TERRITORY; PROVIDED
THAT NOVARTIS MAY RETAIN A SINGLE COPY OF SUCH ITEMS FOR ITS RECORDS.
WITHIN
*** AFTER INCYTE'S RECEIPT OF AN INVOICE THEREFOR, INCYTE SHALL REIMBURSE
NOVARTIS FOR NOVARTIS' AND ITS AFFILIATES' REASONABLE OUT-OF-POCKET COSTS
INCURRED IN CONNECTION WITH SUCH TRANSFERS AND ASSIGNMENT (BUT NOT THE
GENERATION, CREATION OR DEVELOPMENT OF SUCH INFORMATION AND MATERIALS);
(IX)
INCYTE SHALL HAVE THE OPTION, EXERCISABLE
WITHIN *** FOLLOWING THE EFFECTIVE DATE OF SUCH TERMINATION, TO OBTAIN NOVARTIS
INVENTORY OF LICENSED PRODUCTS MANUFACTURED BY A THIRD PARTY WITH RESPECT TO
SUCH TERMINATED PROGRAM(S) ***
63
*** Confidential material redacted and filed separately with the Commission.
FOR SUCH INVENTORY OF LICENSED PRODUCT.
INCYTE MAY EXERCISE SUCH OPTION BY
WRITTEN NOTICE TO NOVARTIS DURING SUCH *** PERIOD; PROVIDED THAT IN THE EVENT
INCYTE EXERCISES SUCH RIGHT TO PURCHASE SUCH INVENTORY, NOVARTIS SHALL GRANT,
AND HEREBY DOES GRANT, A ROYALTY-FREE RIGHT AND LICENSE TO ANY TRADEMARKS, NAMES
AND LOGOS OF NOVARTIS CONTAINED THEREIN *** TO PERMIT THE ORDERLY SALE OF SUCH
INVENTORY;
(X)
THE PROVISIONS OF ARTICLE VII (OTHER THAN
SECTION 7.1 AND SECTION 7.2(A))SHALL BE TERMINATED WITH RESPECT TO SUCH
TERMINATED PROGRAM, PROVIDED THAT NOVARTIS