PARTY SUBSEQUENTLY [***] OF A [***] COMPOUND SUCH [***] OR SUCH
[***] PRODUCT SHALL BECOME A [***] PRODUCT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES WITH RESPECT THERETO SHALL THEREAFTER BE GOVERNED BY SECTION 7.4.
7.3
DILIGENCE OF [***] PARTY.
A [***] PARTY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO DEVELOP AND COMMERCIALIZE A [***] PRODUCT.
THE [***]
PARTY WILL PROVIDE TO THE [***] PARTY A WRITTEN REPORT OVERVIEWING THE CONTINUED
DEVELOPMENT AND COMMERCIALIZATION ACTIVITIES OF THE [***] PRODUCT UPON REQUEST
AND NO MORE THAN [***].
FAILURE TO [***] THE [***] COMPOUND OVER A [***] PERIOD
SHALL RESULT IN THE [***] COMPOUND BECOMING A [***] PRODUCT.
7.4
THIRD-PARTY RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF [***]
PRODUCTS.
AT THE DISCRETION OF THE STEERING COMMITTEE, THE PARTIES SHALL HAVE
THE RIGHT, AT ANY TIME WITH RESPECT TO A [***] PRODUCT OR [***] PRODUCT, TO
LICENSE TO THIRD PARTIES RIGHTS WITH RESPECT TO THE RESEARCH, DEVELOPMENT,
MANUFACTURE OR COMMERCIALIZATION OF SUCH [***] PRODUCT OR [***] PRODUCT ON SUCH
TERMS AND CONDITIONS AS THE PARTIES MAY MUTUALLY AGREE; PROVIDED THAT ANY
DISPUTES BETWEEN THE PARTIES AS TO WHETHER OR NOT TO GRANT SUCH A LICENSE SHALL
NOT BE SUBJECT TO ANY THIRD PARTY DISPUTE RESOLUTION MECHANISM.
7.5
[***] PRODUCTS.
IF THE PARTIES [***] OF A PARTICULAR [***]
PRODUCT [***], AND THE PARTIES HAVE NOT [***] TO SUCH [***] PRODUCT TO A THIRD
PARTY PURSUANT TO SECTION 7.3 THAT WOULD BE INCONSISTENT THEREWITH, (EACH, A
"[***] PRODUCT") EITHER PARTY SHALL HAVE THE RIGHT AT ANY TIME TO [***] SUCH
[***] PRODUCT TO THE [***] TO DISCUSS WHETHER TO [***] OF SUCH [[***] PRODUCT.
THE INITIATING PARTY SHALL SPECIFY THE REASONS FOR PROPOSING TO [***].
IF,
WITHIN [***] AFTER THE RECEIPT OF SUCH NOTICE, THE OTHER PARTY FAILS TO NOTIFY
THE INTERESTED PARTY IN WRITING THAT IT WISHES TO [***] OF SUCH [***] PRODUCT,
THEN THE INTERESTED PARTY SHALL HAVE THE RIGHT TO [***] OF SUCH [***] PRODUCT AS
A [***] PRODUCT PURSUANT TO SECTIONS 7.1 AND 7.2.
ARTICLE 8 - DISCLOSURE OF INFORMATION
8.1
EXCHANGE OF KNOW-HOW.
DURING THE TERM, EACH PARTY WILL, AND WILL
CAUSE ITS AFFILIATES AND SUBLICENSEES, AS APPLICABLE, TO, WITHOUT ADDITIONAL
COMPENSATION AND AT SUCH PARTY'S SOLE EXPENSE, DISCLOSE AND MAKE AVAILABLE TO
THE OTHER PARTY, IN WHATEVER FORM EACH SUCH OTHER PARTY MAY REASONABLY REQUEST,
ALL REGULATORY DOCUMENTATION, ALL OF ITS BACKGROUND AND CO-EXCLUSIVE KNOW-HOW,
ALL JOINT KNOW-HOW AND ANY OTHER INFORMATION AND INVENTIONS REASONABLY NECESSARY
FOR THE EXPLOITATION OF ANY COLLABORATION PRODUCT IN A DEVELOPMENT PROGRAM.
8.2
COOPERATION.
WITH RESPECT TO THE RESEARCH, DEVELOPMENT,
COMMERCIALIZATION OR OTHER EXPLOITATION OF THE COLLABORATION PRODUCTS, EACH
PARTY, SHALL COOPERATE WITH ANY AND ALL REASONABLE REQUESTS FOR ASSISTANCE FROM
THE OTHER PARTY, INCLUDING BY MAKING ITS EMPLOYEES, CONSULTANTS AND OTHER
SCIENTIFIC STAFF AVAILABLE UPON REASONABLE NOTICE DURING NORMAL BUSINESS HOURS
AT THEIR RESPECTIVE PLACES OF EMPLOYMENT TO CONSULT WITH SUCH OTHER PARTY, AS
APPLICABLE, ON ISSUES ARISING DURING SUCH RESEARCH, DEVELOPMENT,
COMMERCIALIZATION OR EXPLOITATION.
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8.3
REGULATORY RECORDS.
WITH RESPECT TO THE SUBJECT