BE PROMPTLY DELIVERED TO THEM (I) UPON ANY SUCH COMMENCEMENT OF
A BANKRUPTCY PROCEEDING UPON THEIR WRITTEN REQUEST THEREFOR, UNLESS THE PARTY
SUBJECT TO SUCH PROCEEDING ELECTS TO CONTINUE TO PERFORM ALL OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, OR (II) IF NOT DELIVERED UNDER (I) ABOVE, FOLLOWING THE
REJECTION OF THIS AGREEMENT BY OR ON BEHALF OF THE PARTY SUBJECT TO SUCH
PROCEEDING UPON WRITTEN REQUEST THEREFOR BY THE NON-SUBJECT PARTY.
8.3
SURVIVAL.
EXPIRATION OR TERMINATION OF THIS AGREEMENT WILL NOT
RELIEVE THE PARTIES OF ANY OBLIGATION ACCRUING PRIOR TO SUCH EXPIRATION OR
TERMINATION.
SECTIONS 5.4 AND 5.5, THIS SECTION 8.3 AND ARTICLE 10 WILL SURVIVE
EXPIRATION OR TERMINATION OF THIS AGREEMENT.
ANY EXPIRATION OR EARLY
TERMINATION OF THIS AGREEMENT WILL BE WITHOUT PREJUDICE TO THE RIGHTS OF EITHER
PARTY AGAINST THE OTHER ACCRUED OR ACCRUING UNDER THIS AGREEMENT PRIOR TO
TERMINATION, INCLUDING THE OBLIGATIONS TO MAKE ANY PAYMENTS THAT WERE DUE OR HAD
ACCRUED IMMEDIATELY PRIOR THE EFFECTIVE DATE OF SUCH TERMINATION.
9.
CHANGE OF CONTROL
9.1
CHANGE OF CONTROL OF ISIS.
ISIS ACKNOWLEDGES AND AGREES THAT IN
THE EVENT OF A CHANGE OF CONTROL OF ISIS IN WHICH THE THIRD PARTY ACQUIRING
CONTROL OF ISIS OR ITS ASSETS RELATING TO VLA4 COMPOUNDS/PRODUCTS IS [***],
THEN: (A) ISIS (OR THE SUCCESSOR ENTITY) WILL NOT BE ALLOWED TO [***]; AND
(B) ATL WILL BE PROHIBITED FROM PROVIDING ISIS (OR THE SUCCESSOR ENTITY) WITH
[***], OTHER THAN (A) REPORTS AND INFORMATION REQUIRED TO BE MADE AVAILABLE
UNDER SECTIONS 5.6 AND 5.8 OF THE AMENDED AND RESTATED ISIS/ATL AGREEMENT AND
(B) SUMMARY ANNUAL REPORTS REGARDING TEVA'S DEVELOPMENT AND COMMERCIALIZATION
ACTIVITIES WITH RESPECT TO VLA4 COMPOUNDS/PRODUCTS IN SUFFICIENT DETAIL TO ALLOW
ISIS TO ASCERTAIN ATL'S COMPLIANCE WITH ITS DILIGENCE OBLIGATIONS UNDER THE
AMENDED AND RESTATED ISIS/ATL AGREEMENT.
11
9.2
CHANGE OF CONTROL OF ATL.
IN THE EVENT OF A CHANGE OF CONTROL OF
ATL IN WHICH THE THIRD PARTY ACQUIRING CONTROL OF ATL OR ITS ASSETS RELATING TO
VLA4 COMPOUNDS/PRODUCTS IS [***], THEN TEVA AGREES THAT IT WILL CONTINUE TO
PROVIDE TO ISIS ALL REPORTS RELATING TO THE DEVELOPMENT OR COMMERCIALIZATION OF
VLA4 COMPOUNDS/PRODUCTS THAT WOULD HAVE BEEN DELIVERED TO ATL BUT FOR SUCH
CHANGE OF CONTROL OF ATL.
ISIS AGREES THAT IT WILL HOLD ALL SUCH REPORTS AND
THE INFORMATION CONTAINED THEREIN CONFIDENTIAL TO THE SAME EXTENT THAT ISIS
WOULD BE REQUIRED TO HOLD SUCH REPORTS AND INFORMATION CONFIDENTIAL PURSUANT TO
THE AMENDED AND RESTATED ISIS/ATL AGREEMENT IF RECEIVED FROM ATL.
10.
MISCELLANEOUS.
10.1
PAYMENT RELATED TO [***].
WITHIN FIVE (5) BUSINESS DAYS AFTER ISIS'
RECEIPT OF NOTICE FROM ATL THAT ATL HAS [***], ON OR BEFORE [***].
10.2
FORCE MAJEURE.
NEITHER PARTY WILL BE RESPONSIBLE OR LIABLE IN ANY
WAY FOR FAILURE OR DELAY IN CARRYING OUT THE TERMS OF THIS AGREEMENT RESULTING
FROM ANY CAUSE OR CIRCUMSTANCE BEYOND ITS REASONABLE CONTROL, INCLUDING FIRE,
FLOOD, OTHER NATURAL DISASTERS, WAR, INTERRUPTION OF TRANSIT, ACCIDENT,
EXPLOSION, CIVIL COMMOTION, AND ACTS OF ANY GOVERNMENTAL AUTHORITY; PROVIDED,
THAT THE PARTY SO AFFECTED WILL GIVE