LICENSE TO CAUSE THE FIRST COMMERCIAL SALE OF THE
PRODUCT TO OCCUR ON OR BEFORE [*
*
*] BE EXTENDED FOR A PERIOD OF TIME EQUAL
TO THE DELAY IN THE FIRST COMMERCIAL SALE LIKELY TO BE CAUSED BY THE FAILURE TO
ACHIEVE SUCH TARGET DATE.
THE PARTIES ACKNOWLEDGE THAT UNIVERSITY'S DECISION
NOT TO AGREE TO ANY SUCH EXTENSION WILL REQUIRE A REASONABLE DETERMINATION ON
THE PART OF UNIVERSITY THAT LICENSEE IS NOT DILIGENTLY PURSUING THE DEVELOPMENT
OF THE PRODUCT, AND THAT A THIRD PARTY COULD DEVELOP AND COMMERCIALLY LAUNCH AN
ALTERNATIVE FORMULATION OF THE PRODUCT (INCLUDING WITHOUT LIMITATION AN
IMMEDIATE RELEASE FORMULATION) MORE RAPIDLY THAN LICENSEE.
ANY EXTENSION
BEYOND [*
*
*] OF THE DEADLINE TO CAUSE THE FIRST COMMERCIAL SALE OF THE
PRODUCT TO OCCUR UNDER THE UNIVERSITY LICENSE WILL HAVE THE EFFECT OF EXTENDING
THE [*
*
*] TARGET DATE SET FORTH ABOVE AN EQUIVALENT PERIOD OF TIME.
6.2.3
LICENSEE ACKNOWLEDGES AND AGREES THAT IN CONNECTION
WITH ANY ASSUMPTION OR ASSIGNMENT OF THIS AGREEMENT BY UNIVERSITY, LICENSEE'S
OBLIGATIONS WITH RESPECT TO THE DEVELOPMENT AND COMMERCIALIZATION OF THE PRODUCT
IN THE TERRITORY SHALL BE AS SET FORTH IN ARTICLE 6 OF THE UNIVERSITY LICENSE,
AS SET FORTH THEREIN ON THE DATE HEREOF (OR AS AMENDED IN ACCORDANCE WITH THE
WRITTEN APPROVAL OF LICENSEE SUBSEQUENT TO THE DATE HEREOF), AND SUCH PROVISIONS
SHALL SUPERSEDE THE PROVISIONS OF SECTION 6.2.1 ABOVE.
6.2.4
THE PARTIES FURTHER AGREE THAT IN THE EVENT THAT
THE FIRST COMMERCIAL SALE OF PRODUCT OCCURS BEFORE [*
*
*], THEN, IF REQUESTED
IN WRITING BY LICENSEE WITHIN SIX (6) MONTH FOLLOWING THE FIRST COMMERCIAL SALE
OF PRODUCT, THE TERRITORY SHALL THEREAFTER DURING THE TERM ADDITIONALLY INCLUDE
CANADA, AND THE PARTIES SHALL NEGOTIATE IN GOOD FAITH LICENSEE'S OBLIGATIONS IN
RESPECT OF THE
* * * Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
16
DEVELOPMENT AND COMMERCIALIZATION OF THE PRODUCT IN CANADA, AND, IF AGREED BY
THE PARTIES, SET FORTH SUCH OBLIGATIONS IN AN AMENDMENT TO THIS AGREEMENT.
6.3
COLLABORATION COMMITTEE.
WITHIN THIRTY (30)
DAYS AFTER THE EFFECTIVE DATE, THE PARTIES WILL FORM A JOINT COMMITTEE (THE
"COLLABORATION COMMITTEE"), WHICH WILL MEET AT LEAST MONTHLY UNTIL THE
INITIATION OF PHASE III CLINICAL TRIALS AND, THEREAFTER, NO LESS FREQUENTLY THAN
QUARTERLY UNTIL REGULATORY APPROVAL IS OBTAINED.
THE COLLABORATION COMMITTEE
WILL BE COMPOSED OF AT LEAST TWO, BUT NOT MORE THAN FOUR, REPRESENTATIVES FROM
LICENSEE OR ITS AFFILIATES AND AT LEAST ONE, BUT NO MORE THAN THREE,
REPRESENTATIVES FROM LICENSOR.
THE CHAIRPERSON OF THE COLLABORATION COMMITTEE
WILL BE ONE OF LICENSEE'S REPRESENTATIVES.
THE COLLABORATION COMMITTEE MAY
REQUEST THAT OTHER EMPLOYEES OR CONSULTANTS OF LICENSEE OR LICENSOR OR THEIR
AFFILIATES ATTEND ITS MEETINGS TO PRESENT INFORMATION OR PARTICIPATE IN
DISCUSSIONS ON AN AD HOC BASIS AS IT DEEMS APPROPRIATE.
PARTICIPATION BY
REPRESENTATIVES OF LICENSOR IN THE COLLABORATION COMMITTEE SHALL CONSTITUTE
CONSULTING SERVICES PROVIDED BY LICENSOR TO LICENSEE.
THE COLLABORATION
COMMITTEE WILL REVIEW AND DISCUSS THE ACTIVITIES OF