BY CUBIST THAT ANY MATERIAL MODIFICATION OF THE
TERMS OF SUCH PROPOSED AGREEMENT WITH THE THIRD PARTY AFTER IT HAD BEEN DECLINED
BY CHIRON SHALL CONSTITUTE A BREACH OF CUBIST'S OBLIGATIONS UNDER THIS SECTION
2.14 AND A VIOLATION OF CHIRON'S RIGHT OF LAST REFUSAL HEREUNDER.
THE PROVSIONS
OF THIS SECTION 2.14 SHALL NOT APPLY IF CHIRON IS IN MATERIAL BREACH OF THIS
AGREEMENT OR THE SUPPLY AGREEMENT.
2.15.
APPLICABLE SUPPLY AGREEMENT PROVISIONS.
THE FOLLOWING PROVISIONS OF THE
SUPPLY AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND SHALL APPLY TO THIS
AGREEMENT IN THE SAME MANNER AS WHICH THEY APPLY TO THE SUPPLY AGREEMENT:
SECTIONS 2.4 (SECOND MANUFACTURING SOURCE(S)), 2.5 (GLOBAL MANUFACTURING PLAN),
7.1 (TRANSFER PRICING), 8.1 (ALLOCATION IN THE EVENT OF SHORTAGES) AND 11.6
(BACK-UP SUPPLY RIGHTS OF CHIRON).
* CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE
COMMISSION
18
ARTICLE 3.
COORDINATION
3.1.
GENERAL.
THE PARTIES DESIRE TO ESTABLISH A COMMITTEE TO REVIEW THE
PARTIES' ACTIVITIES UNDER THIS AGREEMENT, TO EXCHANGE INFORMATION REGARDING, AND
TO DISCUSS THE PARTIES' DEVELOPMENT AND COMMERCIALIZATION OF, LICENSED PRODUCTS
WITHIN AND OUTSIDE OF THE TERRITORY.
IT IS THE INTENT OF THE PARTIES THAT SUCH
COMMITTEE WOULD SERVE AS A FORUM FOR DISCUSSION AND EXCHANGE OF IDEAS AND THAT
THE PARTIES SHALL ENDEAVOR TO REACH CONSENSUS ON MATTERS DISCUSSED IN THIS
FORUM.
SUCH COMMITTEE SHALL OPERATE AS SET FORTH IN THIS ARTICLE 3 AND IN OTHER
PROVISIONS OF THIS AGREEMENT.
* CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE
COMMISSION
19
3.2.
JOINT COORDINATION TEAM.
(A)
FORMATION.
WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE, CUBIST AND
CHIRON SHALL ESTABLISH THE JOINT COORDINATION TEAM (THE "JCT"), WHICH SHALL
(I) SERVE AS A FORUM FOR THE REVIEW AND DISCUSSION OF THE PARTIES' EFFORTS UNDER
THIS AGREEMENT INCLUDING THE DEVELOPMENT AND MARKETING AND SALES ACTIVITIES IN
THE TERRITORY AND OUTSIDE THE TERRITORY WITH RESPECT TO LICENSED PRODUCTS, AND
(II) SERVE AS A FORUM FOR THE RESOLUTION OF DISPUTES BETWEEN THE PARTIES IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE 15 OF THIS AGREEMENT.
(B)
MEMBERSHIP.
CUBIST AND CHIRON EACH SHALL DESIGNATE AN EQUAL NUMBER OF
REPRESENTATIVES (BUT IN NO EVENT MORE THAN FOUR (4) REPRESENTATIVES EACH) WITH
APPROPRIATE EXPERTISE TO SERVE AS MEMBERS OF THE JCT.
OF THE INITIAL
REPRESENTATIVES TO BE DESIGNATED BY EACH PARTY, THERE SHALL BE EXPERTISE IN
REGULATORY MATTERS, CLINICAL DEVELOPMENT MATTERS, AND SALES AND MARKETING
MATTERS.
THE PARTIES SHALL BE FREE TO CHANGE THEIR REPRESENTATIVES OVER TIME AS
THE NEEDS EVOLVE OVER TIME.
EACH REPRESENTATIVE SERVING ON THE JCT SHALL HAVE
APPROPRIATE TECHNICAL CREDENTIALS, EXPERIENCE AND KNOWLEDGE, AND ONGOING
FAMILIARITY IN THE SPECIFIC AREA OF SUCH REPRESENTATIVE'S EXPERTISE.
A PARTY
MAY REPLACE ITS REPRESENTATIVES SERVING ON THE JCT FROM TIME TO TIME BY WRITTEN
NOTICE TO THE OTHER PARTY SPECIFYING THE PRIOR REPRESENTATIVE(S) TO BE REPLACED
AND THE REPLACEMENT(S) THEREFOR.
EACH PARTY SHALL SELECT ONE (1) PERSON
APPOINTED BY IT TO THE JCT TO SERVE AS CO-CHAIR.
THE CO-CHAIRPERSONS SHALL BE
RESPONSIBLE FOR CALLING