ORDER FOR
THE RECEIVING MEMBER PARTY TO PERFORM ITS OBLIGATIONS WITH RESPECT TO
DEVELOPMENT ACTIVITIES IN A MANNER CONSISTENT WITH THE DEVELOPMENT PLAN, (II)
NECESSARY FOR THE RECEIVING MEMBER PARTY TO CONFIRM COMPLIANCE WITH AND/OR TO
COMPLY WITH GLP, GCP AND GMP (TO THE EXTENT APPLICABLE), AND OTHER APPLICABLE
LAW, AS IT RELATES TO PROJECT ACTIVITIES, AND/OR (III) NECESSARY TO ENABLE THE
RECEIVING MEMBER PARTY TO CONDUCT REASONABLE DILIGENCE ON MATTERS POTENTIALLY
GIVING RISE TO LIABILITY ON THE PART OF THE JV AND/OR SUCH RECEIVING MEMBER
PARTY, OR TO CONDUCT A DEFENSE OF ITSELF AND/OR THE JV WITH RESPECT TO ANY SUCH
LIABILITY, IF AND TO THE EXTENT THAT A FACT, CIRCUMSTANCE OR EVENT HAS ARISEN
THAT GIVES THE RECEIVING MEMBER PARTY A REASONABLE BASIS TO BELIEVE THAT IT OR
THE JV HAS OR MAY INCUR SUCH LIABILITY, IN EACH CASE FOR USE BY THE RECEIVING
MEMBER PARTY FOR THE PURPOSE SET FORTH IN CLAUSE (I), (II) OR
(III) ABOVE, AS
THE CASE MAY BE.
CLAUSE (III) OF THE IMMEDIATELY PRECEDING SENTENCE SHALL NOT
REQUIRE ANY PARTY TO PROVIDE SUCH DATA, DOCUMENTATION OR RECORDS IN THE EVENT
THAT THE PARTIES' INTERESTS IN SUCH MATTER ARE OR MAY BE [*], IN WHICH CASE [*],
SHALL APPLY.
EACH SUCH REQUEST SHALL BE MADE IN WRITING AND SHALL STATE THE
REASON(S) THEREFOR (EACH A "DEVELOPMENT RECORD REQUEST").
THE MEMBER PARTY FROM
WHICH SUCH RECORDS, DOCUMENTATION OR DATA ARE REQUESTED SHALL HAVE THE RIGHT TO
RAISE REASONABLE OBJECTIONS IN WRITING IN RESPONSE TO SUCH DEVELOPMENT RECORD
REQUEST, INCLUDING, WITHOUT LIMITATION, BASED ON SUCH MEMBER PARTY'S INTERESTS
IN PROTECTING FROM DISCLOSURE TO THE REQUESTING MEMBER PARTY TRADE SECRETS OR
OTHER COMPETITIVE BUSINESS INFORMATION.
UPON ANY SUCH OBJECTION BEING ASSERTED,
THE MEMBER PARTIES SHALL PROMPTLY CONFER IN AN ATTEMPT TO ADDRESS EACH MEMBER
PARTY'S CONCERNS AND REACH A RESOLUTION WITH RESPECT TO THE MATTER, AND IN THE
EVENT THAT THE MEMBER PARTIES ARE UNABLE TO AGREE UPON A MUTUALLY AGREEABLE
RESOLUTION, EITHER MEMBER PARTY SHALL HAVE THE RIGHT TO REFER THE MATTER TO THE
JDC.
IN THE EVENT THAT ANY SUCH DISPUTE IS ULTIMATELY [*] DETERMINE AS A
THRESHOLD MATTER WHETHER AND TO WHAT EXTENT ONE OR MORE CRITERIA SET FORTH IN
CLAUSES (I), (II) AND/OR (III) ABOVE HAVE BEEN SATISFIED BY THE REQUESTING
MEMBER PARTY, AND, IF SO, SHALL MAKE A DETERMINATION WITH
36
RESPECT TO WHETHER AND TO WHAT EXTENT THE DISCLOSURE OF SUCH INFORMATION SHALL
BE REQUIRED BY [*], AND [*].
IN MAKING SUCH DETERMINATION, [*] TO THE FACTS AND
ARGUMENTS SET FORTH IN THE DEVELOPMENT RECORD REQUEST AND THE OTHER MEMBER
PARTY'S WRITTEN RESPONSE THERETO, AND (Y) SHALL HAVE THE RIGHT TO REQUIRE THE
RECEIVING MEMBER PARTY TO ABIDE BY TERMS AND CONDITIONS FOR THE HANDLING, USE
AND NON-DISCLOSURE (EITHER WITHIN SUCH MEMBER PARTY'S ORGANIZATION AND/OR TO
THIRD PARTIES) OF SUCH INFORMATION AS MAY BE REASONABLE UNDER THE
CIRCUMSTANCES.
EXCEPT AS PROVIDED IN THIS SECTION 3.6, A MEMBER PARTY SHALL NOT
HAVE THE RIGHT TO OBTAIN FROM THE OTHER MEMBER PARTY