SAME FOR AN ADDITIONAL [***] DAYS IN ORDER TO PERMIT THE PARTIES
TO OBTAIN PATENT PROTECTION, IF TEVA DEEMS IT NECESSARY, IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
TO THE EXTENT THAT ANY APPROVAL OF TEVA IS NOT
FORTHCOMING WITHIN THE TIME PERIODS SET FORTH HEREIN, THE ISIS LIAISON WITH
CONFER WITH THE TEVA LIAISON REGARDING TEVA'S APPROVAL.
NOTWITHSTANDING THE
FOREGOING, ISIS WILL NOT HAVE THE RIGHT TO PUBLISH OR PRESENT ANY CLINICAL TRIAL
RESULTS FROM TRIALS OF VLA4 COMPOUNDS/PRODUCTS WITHOUT THE PRIOR WRITTEN CONSENT
OF TEVA.
6.3
PUBLIC ANNOUNCEMENTS.
IF THE PARTIES MUTUALLY AGREE, THEY WILL
ISSUE A JOINT PRESS RELEASE REGARDING THE EXECUTION OF THIS AGREEMENT. EXCEPT AS
OTHERWISE SPECIFIED IN THIS AGREEMENT OR REQUIRED BY LAW, NEITHER PARTY WILL
ORIGINATE ANY NEWS RELEASE OR OTHER PUBLIC ANNOUNCEMENT, WRITTEN OR ORAL,
WHETHER IN THE PUBLIC PRESS, OR STOCKHOLDERS' REPORTS, OR OTHERWISE, RELATING TO
THIS AGREEMENT, AND NEITHER PARTY WILL USE THE NAME, TRADEMARK, TRADE NAME, LOGO
OR LIKENESS OF THE OTHER PARTY OR ITS EMPLOYEES IN ANY PUBLICITY, NEWS RELEASE
OR DISCLOSURE RELATING TO THIS AGREEMENT, OR ITS SUBJECT MATTER, WITHOUT THE
PRIOR EXPRESS WRITTEN PERMISSION OF THE OTHER PARTY. THE FOREGOING PROHIBITION
AGAINST NEWS RELEASE OR OTHER PUBLIC ANNOUNCEMENT WILL NOT APPLY WHERE SUCH
PUBLICATION, PRESENTATION OR OTHER PUBLIC ANNOUNCEMENT IS REQUIRED BY LAW OR THE
RULES OF ANY RELEVANT STOCK EXCHANGE, AS INSTRUCTED BY THE PARTY'S OUTSIDE LEGAL
COUNSEL; PROVIDED, HOWEVER, THAT IN ANY SUCH CASE THE DISCLOSING PARTY WILL
PROVIDE NOTICE THEREOF TO THE OTHER PARTY WITH SUFFICIENT OPPORTUNITY TO RESPOND
AND, TO THE EXTENT FEASIBLE, TO PREVENT OR LIMIT ANY SUCH DISCLOSURE OR TO
REQUEST CONFIDENTIAL TREATMENT THEREOF, AND THE RECEIVING PARTY WILL GIVE
REASONABLE ASSISTANCE TO THE DISCLOSING PARTY TO PRESERVE THE INFORMATION
9
as confidential.
The Liaisons will be the contact persons for the exchange of
the proposed public disclosures for party review.
7.
INDEMNIFICATION
7.1
INDEMNIFICATION.
(A)
TEVA WILL INDEMNIFY, DEFEND AND HOLD ISIS AND ITS AGENTS, EMPLOYEES,
OFFICERS AND DIRECTORS (THE "ISIS INDEMNITEES") HARMLESS FROM AND AGAINST ANY
AND ALL LIABILITY, DAMAGE, LOSS, COST OR EXPENSE (INCLUDING REASONABLE
ATTORNEYS' FEES) ARISING OUT OF THIRD PARTY CLAIMS OR SUITS (COLLECTIVELY,
"CLAIMS") RELATED TO (I) BREACH BY TEVA OF ITS REPRESENTATIONS, WARRANTIES OR
COVENANTS SET FORTH IN THIS AGREEMENT; OR (II) THE DEVELOPMENT, MANUFACTURE,
USE, HANDLING, STORAGE, SALE OR OTHER DISPOSITION OF ANY VLA4 COMPOUNDS/PRODUCTS
BY TEVA OR ANY OF ITS AFFILIATES, CONTRACTORS OR SUBLICENSEES; PROVIDED,
HOWEVER, THAT TEVA'S OBLIGATIONS PURSUANT TO THIS SECTION 6.1(A) WILL NOT APPLY
TO THE EXTENT SUCH CLAIMS RESULT FROM (A) THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY OF THE ISIS INDEMNITEES OR (B) A BREACH BY ISIS OF ITS
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.
(B)
ISIS WILL INDEMNIFY, DEFEND AND HOLD TEVA AND ITS AFFILIATES AND EACH
OF THEIR RESPECTIVE AGENTS, EMPLOYEES, OFFICERS AND DIRECTORS (THE "TEVA
INDEMNITEES") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS RELATED TO BREACH BY
ISIS OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH IN