IN
THE TERRITORY).
3.3
DEVELOPMENT PROGRAM REPORTS.
THE PARTIES SHALL KEEP THE JDC
REGULARLY INFORMED OF THE PROGRESS OF ITS EFFORTS TO DEVELOP PRODUCTS IN THE
U.S. TERRITORY AND GSK SHALL KEEP THE JSC REGULARLY INFORMED OF THE PROGRESS OF
ITS EFFORTS TO DEVELOP PRODUCTS IN THE ROW TERRITORY.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH PARTY SHALL, ON AT LEAST A [***] BASIS,
PROVIDE THE JDC WITH REPORTS IN REASONABLE DETAIL REGARDING THE STATUS OF ALL
MATERIAL [***] STUDIES AND ACTIVITIES (INCLUDING [***] AND [***] STUDIES), [***]
AND OTHER ACTIVITIES CONDUCTED UNDER THE DEVELOPMENT PROGRAM IN THE U.S.
TERRITORY, TOGETHER WITH ALL [***] AND RESULTS GENERATED IN EACH SUCH [***]
STUDY, ACTIVITY AND/OR [***] AND SUCH ADDITIONAL INFORMATION THAT IT HAS IN ITS
POSSESSION AS MAY BE REASONABLY REQUESTED FROM TIME TO TIME BY THE JDC.
3.4
RIGHT OF ACCESS; COOPERATION.
EACH PARTY SHALL COOPERATE IN THE
PERFORMANCE OF THE DEVELOPMENT PROGRAM, AND, SUBJECT TO THE TERMS OF THIS
AGREEMENT AND ANY CONFIDENTIALITY OBLIGATIONS TO THIRD PARTIES, PROMPTLY PROVIDE
THE OTHER PARTY (AT SUCH PARTY'S REASONABLE REQUEST) WITH ACCESS TO ALL
TECHNOLOGY, MATERIAL AND RELEVANT DATA, RESULTS AND INFORMATION PRODUCED IN
CONNECTION WITH THE CONDUCT OF SUCH PARTY'S DEVELOPMENT ACTIVITIES AS SET FORTH
IN THE APPLICABLE DEVELOPMENT PLAN IN ITS ORIGINAL FORMAT, WITHOUT TRANSLATION
WHERE POSSIBLE, AS NECESSARY TO PERFORM ITS OBLIGATIONS AND EXERCISE OF ITS
RIGHTS UNDER THIS AGREEMENT, FREE OF CHARGE.
THE PARTIES SHALL PERMIT EACH
OTHER TO HAVE THE RIGHT TO [***] REGULATORY FILINGS, DRUG APPROVAL APPLICATIONS,
REGULATORY APPROVALS AND COMMERCIALIZATION REGULATORY APPROVALS FOR THE PURPOSE
OF OBTAINING COMMERCIALIZATION REGULATORY APPROVALS FOR THE PRODUCT IN THE
TERRITORY.
THE SCOPE, TIMING AND PROCEDURE FOR TRANSFER OF ALL OTHER TANGIBLE
EMBODIMENTS OF PROGRAM TECHNOLOGY REASONABLY NECESSARY OR USEFUL FOR THE PARTIES
TO PERFORM THEIR OBLIGATIONS HEREUNDER OR TO DEVELOP AND COMMERCIALIZE ANY
PRODUCT, WHICH IS NOT EXISTING ON THE EFFECTIVE DATE, SHALL BE FURTHER DEFINED
BY THE PARTIES FROM TIME TO TIME, AS NEEDED.
3.5
SUPPLY OF PROPRIETARY MATERIALS; TECHNOLOGY TRANSFER.
3.5.1
PROPRIETARY MATERIALS.
FROM TIME TO TIME DURING THE TERM, EITHER
PARTY (THE "TRANSFERRING PARTY") MAY SUPPLY THE OTHER PARTY (THE "RECIPIENT
PARTY") WITH PROPRIETARY MATERIALS OF THE TRANSFERRING PARTY FOR USE IN THE
DEVELOPMENT PROGRAM.
IN CONNECTION THEREWITH, EACH RECIPIENT PARTY HEREBY
AGREES THAT (A) IT SHALL NOT USE SUCH PROPRIETARY MATERIALS FOR ANY PURPOSE
OTHER THAN EXERCISING ITS RIGHTS OR PERFORMING ITS OBLIGATIONS HEREUNDER AND IN
ACCORDANCE WITH THE DEVELOPMENT PLAN; (B) IT SHALL USE SUCH PROPRIETARY
MATERIALS ONLY IN COMPLIANCE WITH ALL APPLICABLE LAWS; (C) IT SHALL NOT TRANSFER
ANY SUCH PROPRIETARY MATERIALS TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE TRANSFERRING PARTY, EXCEPT FOR (I) THE TRANSFER OF PRODUCTS FOR
USE IN CLINICAL TRIALS OR (II) IN A PERMITTED TRANSACTION OR AS OTHERWISE
EXPRESSLY PERMITTED HEREBY; (D) THE RECIPIENT PARTY SHALL NOT ACQUIRE ANY RIGHT,
TITLE OR INTEREST IN
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the