EACH CASE UNDER SIMILAR
CIRCUMSTANCES EXERCISING REASONABLE BUSINESS JUDGMENT, IT BEING UNDERSTOOD AND
AGREED THAT, WITH RESPECT TO THE DEVELOPMENT OR COMMERCIALIZATION OF A PRODUCT
OR LEGAL ACTIVITIES, SUCH EFFORTS, OR DECISIONS, SHALL BE SUBSTANTIALLY
EQUIVALENT TO THOSE EFFORTS AND RESOURCES COMMONLY USED, OR DECISIONS COMMONLY
MADE, BY SUCH PARTY FOR A PRODUCT OWNED BY IT OR TO WHICH IT HAS RIGHTS, WHICH
PRODUCT IS AT A SIMILAR STAGE IN ITS DEVELOPMENT OR PRODUCT LIFE AND IS OF
SIMILAR MARKET POTENTIAL, TAKING INTO ACCOUNT EFFICACY, SAFETY, APPROVED
LABELING, THE COMPETITIVENESS OF ALTERNATIVE PRODUCTS IN THE MARKETPLACE, THE
PATENT AND OTHER PROPRIETARY POSITION OF THE PRODUCT, THE LIKELIHOOD OF
REGULATORY APPROVAL GIVEN THE REGULATORY STRUCTURE INVOLVED, THE PROFITABILITY
OF THE PRODUCT, ALTERNATIVE PRODUCTS AND OTHER RELEVANT FACTORS COMMONLY
CONSIDERED IN SIMILAR CIRCUMSTANCES.
IT IS ANTICIPATED THAT THE LEVEL OF
EFFORT, AND THE DECISIONS, WILL CHANGE OVER TIME, REFLECTING CHANGES IN THE
STATUS OF THE PRODUCT.
4
1.19.
"COMMITTEE".
COMMITTEE MEANS EACH OF THE JSC, THE JOC, EACH JPT,
THE REGULATORY AND POLICY STRATEGY TEAM AND THE LEGAL / INTELLECTUAL PROPERTY
TEAM.
1.20.
"COMMUNITY OF INTEREST LETTERS AND AGREEMENTS".
COMMUNITY OF
INTEREST LETTERS AND AGREEMENTS MEANS THE TWO COMMUNITY OF INTEREST LETTERS
BETWEEN MOMENTA, ON THE ONE HAND, AND [**], ON THE OTHER HAND, DATED AS OF [**],
AND THE AGREEMENT [**], BETWEEN MOMENTA, ON THE ONE HAND, AND [**], ON THE OTHER
HAND, DATED [**]; AND ALL REVISIONS AND MODIFICATIONS THERETO AGREED UPON IN
WRITING BY THE PARTIES.
1.21.
"CONFIDENTIAL INFORMATION".
CONFIDENTIAL INFORMATION MEANS ALL
KNOW-HOW OR OTHER CONFIDENTIAL OR PROPRIETARY INFORMATION AND MATERIALS (WHETHER
OR NOT PATENTABLE) REGARDING A PARTY'S TECHNOLOGY, PRODUCTS OR BUSINESS, WHICH
(A) IF DISCLOSED IN WRITING, IS DESIGNATED AS CONFIDENTIAL IN WRITING BY THE
DISCLOSING PARTY, WHETHER BY LETTER OR BY THE USE OF AN APPROPRIATE STAMP OR
LEGEND, PRIOR TO OR AT THE TIME ANY SUCH KNOW-HOW OR OTHER INFORMATION OR
MATERIAL IS DISCLOSED BY THE DISCLOSING PARTY TO THE RECEIVING PARTY, (B) IF
DISCLOSED ORALLY OR VISUALLY, IS IDENTIFIED AS CONFIDENTIAL AT THE TIME OF
DISCLOSURE, OR (C) IS OF THE TYPE THAT IS CUSTOMARILY CONSIDERED TO BE
CONFIDENTIAL BY PERSONS ENGAGED IN ACTIVITIES THAT ARE SUBSTANTIALLY SIMILAR TO
THE ACTIVITIES BEING ENGAGED IN BY THE PARTIES PURSUANT TO THIS AGREEMENT.
"CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE INFORMATION:
(I) WHICH IS OR
BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF DISCLOSURE
THEREOF BY THE RECEIVING PARTY; (II) WHICH IS LAWFULLY RECEIVED BY THE RECEIVING
PARTY ON A NON-CONFIDENTIAL BASIS FROM A THIRD PARTY THAT IS NOT ITSELF UNDER
ANY OBLIGATION OF CONFIDENTIALITY OR NONDISCLOSURE TO THE DISCLOSING PARTY OR
ANY OTHER PERSON WITH RESPECT TO SUCH INFORMATION; (III) WHICH IS ALREADY KNOWN
TO THE RECEIVING PARTY AT THE TIME OF DISCLOSURE BY THE DISCLOSING PARTY, OR
(IV) WHICH CAN BE SHOWN BY THE RECEIVING PARTY TO HAVE BEEN INDEPENDENTLY
DEVELOPED BY THE RECEIVING PARTY WITHOUT REFERENCE TO THE DISCLOSING PARTY'S
CONFIDENTIAL INFORMATION.
1.22.
"CONSUMER PRICE INDEX".
CONSUMER PRICE INDEX MEANS