MAY REQUEST
THAT SPECIFIC ITEMS BE INCLUDED IN THE AGENDA AND MAY REQUEST THAT ADDITIONAL
MEETINGS BE SCHEDULED AS NEEDED.
THE ST WILL MEET AT LEAST ONCE EACH CALENDAR
MONTH, OR AS AGREED BY THE ST, FOR THE FIRST [**] YEARS FOLLOWING THE EFFECTIVE
DATE, AND AT LEAST ONCE EACH CALENDAR QUARTER, OR AS AGREED BY THE ST,
THEREAFTER.
THE LOCATION OF REGULARLY SCHEDULED ST MEETINGS SHALL ALTERNATE
BETWEEN THE OFFICES OF THE PARTIES, UNLESS OTHERWISE AGREED.
MEETINGS MAY BE
HELD TELEPHONICALLY OR BY VIDEOCONFERENCE.
A QUORUM OF AT LEAST HALF THE ST
MEMBERS APPOINTED BY EACH PARTY SHALL BE PRESENT AT OR SHALL OTHERWISE
PARTICIPATE IN EACH ST MEETING.
ALKERMES SHALL APPOINT ONE PERSON (WHO NEED NOT
BE A MEMBER OF THE ST) TO ATTEND THE MEETING AND RECORD THE MINUTES OF THE
MEETING IN WRITING.
SUCH MINUTES SHALL BE CIRCULATED TO THE PARTIES PROMPTLY
FOLLOWING THE MEETING FOR REVIEW, COMMENT AND APPROVAL.
2.4
SUPPLY TEAM DECISION MAKING.
AS A GENERAL PRINCIPLE, THE ST WILL
OPERATE BY CONSENSUS WITH EACH PARTY COLLECTIVELY HAVING ONE VOTE.
IN THE EVENT
THAT THE ST MEMBERS DO NOT REACH CONSENSUS WITH RESPECT TO A MATTER THAT IS
WITHIN THE PURVIEW OF THE ST WITHIN [**] DAYS AFTER THEY HAVE MET AND ATTEMPTED
TO REACH SUCH CONSENSUS, SUCH MATTER SHALL BE PRESENTED TO THE JSC FOR
RESOLUTION; PROVIDED, HOWEVER, THAT TO THE EXTENT ANY MATTERS ARE REQUIRED BY
LAW OR BY SAFETY CONCERNS WITH RESPECT TO A PRODUCT TO BE RESOLVED WITHIN A
SHORTER PERIOD OF TIME, THE PERIODS SET FORTH IN THIS SECTION 2.4 AND IN
SECTION 2.1.4 AND ARTICLE 12 OF THE LICENSE AND COLLABORATION AGREEMENT SHALL BE
SHORTENED AS APPROPRIATE TO PERMIT THE RESOLUTION OF SUCH MATTERS WITHIN THE
REQUIRED PERIOD.
*
CONFIDENTIAL TREATMENT REQUESTED
8
2.5
LIMITATION ON SUPPLY TEAM DECISION MAKING.
NEITHER THE ST NOR THE
JSC SHALL, WITHOUT THE CONSENT OF CEPHALON, HAVE ANY AUTHORITY TO MODIFY OR
REDUCE ALKERMES' OBLIGATION UNDER THIS AGREEMENT TO USE COMMERCIALLY REASONABLE
MANUFACTURING EFFORTS AS SET FORTH IN SECTION 3.15 OR TO AMEND ANY PROVISION OF
THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LICENSE AND
COLLABORATION AGREEMENT, ALKERMES SHALL NOT HAVE ANY RIGHT TO RESOLVE ANY
RESERVED DISPUTE IN ANY MANNER THAT MODIFIES OR REDUCES ALKERMES' OBLIGATION
UNDER THIS AGREEMENT TO USE COMMERCIALLY REASONABLE MANUFACTURING EFFORTS AS SET
FORTH IN SECTION 3.15 OR TO AMEND ANY PROVISION OF THIS AGREEMENT.
ARTICLE 3
SUPPLY OF PRODUCTS
3.1
PURCHASE AND SALE OF PRODUCT.
DURING THE TERM, AND SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, ALKERMES AGREES TO SUPPLY TO CEPHALON, AND CEPHALON
AGREES TO PURCHASE EXCLUSIVELY FROM ALKERMES, CEPHALON'S PRODUCT REQUIREMENTS.
DURING THE TERM AND SUBJECT TO APPLICABLE LAW, ALKERMES AGREES TO USE
COMMERCIALLY REASONABLE EFFORTS TO LIMIT THE ABILITY OF THIRD PARTIES TO WHICH
ALKERMES SUPPLIES PRODUCT FOR SALE AND DISTRIBUTION IN THE ROW TERRITORY [**].
ALKERMES AGREES THAT, IF AT ANY TIME DURING THE TERM ALKERMES IS UNABLE TO FULLY
SATISFY WORLDWIDE DEMAND FOR THE PRODUCT, [**].
3.2