CHALLENGE THE VALIDITY OR ENFORCEABILITY OF ANY INCYTE PATENT RIGHT IN A
TRIBUNAL OR FORUM, OR (III) OPPOSES ANY EXTENSION OF, OR THE GRANT OF A
SUPPLEMENTARY PROTECTION CERTIFICATE WITH RESPECT TO, ANY INCYTE PATENT RIGHT,
INCYTE SHALL HAVE THE RIGHT TO TERMINATE THIS
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*** Confidential material redacted and filed separately with the Commission.
AGREEMENT UPON *** WRITTEN NOTICE TO NOVARTIS.
ANY SUCH TERMINATION SHALL ONLY
BECOME EFFECTIVE IF NOVARTIS OR ITS AFFILIATE, AS APPLICABLE, HAS NOT WITHDRAWN
SUCH ACTION BEFORE THE END OF THE ABOVE NOTICE PERIOD.
(D)
TERMINATION IF NOVARTIS ABANDONS PROGRAM.
IF INCYTE BELIEVES
THAT NOVARTIS HAS ABANDONED EITHER THE JAK PROGRAM OR THE C-MET PROGRAM, INCYTE
MAY DELIVER WRITTEN NOTICE TO NOVARTIS SETTING OUT IN REASONABLE DETAIL THE
BASIS FOR INCYTE'S BELIEF.
NOVARTIS SHALL HAVE *** FROM RECEIPT OF SUCH NOTICE
TO TAKE SUCH STEPS AS WOULD BE CONSIDERED REASONABLY LIKELY TO RESULT IN
NOVARTIS NOT BEING DEEMED TO HAVE ABANDONED SUCH PROGRAM WITHIN A REASONABLE
PERIOD FOLLOWING SUCH ACTIONS.
IF NOVARTIS FAILS TO TAKE SUCH ACTION AND FAILS
TO DISPUTE THE FACTS GIVING RISE TO SUCH NOTICE WITHIN SUCH *** PERIOD, THEN
INCYTE MAY WITHIN *** FOLLOWING THE EXPIRATION OF SUCH *** PERIOD ELECT TO
TERMINATE SUCH PROGRAM BY PROVIDING NOVARTIS WRITTEN NOTICE OF SUCH TERMINATION,
SUCH TERMINATION TO BE EFFECTIVE IMMEDIATELY AND OTHERWISE EFFECTED IN
ACCORDANCE WITH SECTION 9.3(A).
(E)
TERMINATION DISPUTES.
IF A PARTY GIVES NOTICE OF TERMINATION
UNDER THIS SECTION 9.2(B) OR 9.2(D), AND THE OTHER PARTY DISPUTES WHETHER SUCH
NOTICE WAS PROPER, THEN THE ISSUE OF WHETHER OR NOT THIS AGREEMENT WAS PROPERLY
TERMINATED SHALL BE RESOLVED IN ACCORDANCE WITH ARTICLE XIII, AND THE AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL SUCH DISPUTE IS RESOLVED.
IF AS A
RESULT OF SUCH DISPUTE RESOLUTION PROCESS IT IS DETERMINED THAT THE NOTICE OF
TERMINATION WAS PROPER, THEN SUCH TERMINATION SHALL BE DEEMED TO BE EFFECTIVE ON
THE DATE ON WHICH SUCH NOTICE WAS FIRST PROVIDED.
ON THE OTHER HAND, IF AS A
RESULT OF THE DISPUTE RESOLUTION PROCESS IT IS DETERMINED THAT THE NOTICE OF
TERMINATION WAS IMPROPER, THEN NO TERMINATION SHALL HAVE OCCURRED AND THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
9.3
Effects Of Termination.
(A)
UPON TERMINATION OF THIS AGREEMENT IN WHOLE OR WITH RESPECT TO
A TERMINATED PROGRAM IN ACCORDANCE WITH SECTION 9.2(A) OR BY INCYTE UNDER
9.2(B), 9.2(C) OR 9.2(D):
(I)
ALL LICENSES GRANTED BY INCYTE TO NOVARTIS HEREUNDER WITH RESPECT
TO SUCH TERMINATED PROGRAM(S) SHALL TERMINATE AND NOVARTIS SHALL NOT HAVE ANY
RIGHTS TO USE OR EXERCISE ANY RIGHTS UNDER THE INCYTE IP;
(II)
NOVARTIS SHALL BE RELEASED FROM ITS DEVELOPMENT AND
COMMERCIALIZATION OBLIGATIONS WITH RESPECT TO SUCH TERMINATED PROGRAM(S);
(III)
NOVARTIS SHALL PROVIDE TO INCYTE A FAIR AND ACCURATE SUMMARY
REPORT OF THE STATUS OF THE DEVELOPMENT AND COMMERCIALIZATION OF THE LICENSED
PRODUCTS IN SUCH TERMINATED PROGRAM(S) IN EACH COUNTRY IN THE NOVARTIS TERRITORY
THROUGH THE EFFECTIVE DATE OF TERMINATION WITHIN *** AFTER SUCH TERMINATION;
(IV)
INCYTE SHALL HAVE NO FURTHER