[*] PURSUANT TO
THIS AGREEMENT (IT BEING UNDERSTOOD THAT IF ONLY CERTAIN ASPECTS OF THE
APPLICABLE JEC OR OPERATING COMMITTEE DECISION PRODUCE THESE RESULTS, ONLY THEY
SHALL BE SUBJECT TO THE DISPUTE RESOLUTION PROCEDURES SET FORTH IN SECTIONS
2.8(A), 2.8(B) AND 2.8(C), AND THE BALANCE OF SUCH DECISION SHALL REMAIN IN
EFFECT);
PROVIDED, HOWEVER, THAT THIS SECTION 2.8(D) SHALL NOT APPLY TO THE
DELIBERATIONS AND DECISIONS OF THE JCC PURSUANT TO SECTIONS [*], AND
DELIBERATIONS AND DECISIONS OF THE JEC WITH RESPECT TO ANY DISPUTES THAT ARISE
WITHIN THE JCC WITH RESPECT THERETO;
AND PROVIDED, FURTHER, THAT THE JCC'S AND
THE JEC'S RECONSIDERATION OF PRIOR DECISIONS WITH RESPECT TO THE MATTERS COVERED
BY THE PRECEDING PROVISO SHALL BE GOVERNED BY [*], RESPECTIVELY, AND IN THE
EVENT OF ANY SUCH RECONSIDERATION (AND ANY DISPUTE RESOLUTION AND ARBITRATION IN
CONNECTION THEREWITH), THE PRIOR DECISION IN FORCE AT THE TIME OF
RECONSIDERATION SHALL REMAIN IN FORCE AND
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CONTINUE TO APPLY UNTIL SUCH TIME, IF ANY, AS A MODIFIED POSITION MAY BE AGREED
BY THE JCC OR THE JEC, OR ADOPTED BY THE ARBITRATOR(S), AS THE CASE MAY BE.
(E)
NOTHING IN THIS SECTION 2.8 SHALL AFFECT
THE RIGHT OF A MEMBER PARTY TO EXERCISE ITS RIGHTS UNDER SECTION 14.4 WITH
RESPECT TO A MATERIAL DEFAULT BY THE OTHER MEMBER PARTY, CONCURRENTLY WITH THE
EXERCISE OF ITS RIGHTS UNDER THIS SECTION 2.8.
IN THE EVENT THAT, AT ANY TIME
PRIOR TO COMPLETION OF THE DISPUTE RESOLUTION PROCEDURES SET FORTH IN THIS
SECTION 2.8, THE NON-BREACHING MEMBER PARTY DELIVERS A NOTICE OF MATERIAL
DEFAULT TO THE BREACHING MEMBER PARTY, THE SIXTY (60) DAY CURE PERIOD REFERRED
TO IN SECTION 14.4(A) SHALL BEGIN TO RUN UPON THE RECEIPT OF SUCH NOTICE AND
SHALL RUN CONCURRENTLY WITH THE PROCEDURES SET FORTH IN THIS SECTION 2.8.
2.9
COLLABORATION PRINCIPLES.
THE PARTIES AGREE
TO ABIDE BY THE FOLLOWING PRINCIPLES ("COLLABORATION PRINCIPLES") IN THEIR
CONDUCT OF THE DEVELOPMENT ACTIVITIES AND THE COMMERCIALIZATION ACTIVITIES, AND
TO CAUSE THEIR REPRESENTATIVES ON THE JEC AND THE OPERATING COMMITTEES TO
OBSERVE THESE PRINCIPLES IN CONNECTION WITH THEIR COMMITTEE-RELATED ACTIVITIES:
(A)
SUBJECT TO SECTIONS 2.9(B) AND (C), THE
PURPOSES OF THE JV ARE (I) TO DEVELOP, MANUFACTURE, AND COMMERCIALIZE THE
COMBINATION PRODUCT FOR USE WITHIN THE TERRITORY, AND (II) TO OPTIMIZE THE
COMMERCIAL POTENTIAL OF THE COMBINATION PRODUCT WITHIN THE COMMERCIALIZATION
PLAN, SUBJECT TO THE COMMERCIALIZATION BUDGET.
FOR THE AVOIDANCE OF DOUBT,
NOTHING IN THIS AGREEMENT OR IN THE OPERATING AGREEMENT SHALL BE DEEMED TO
RESTRICT OR PROHIBIT EITHER MEMBER PARTY OR ANY OF ITS AFFILIATES FROM (X)
COMMERCIALIZING ITS SINGLE AGENT PRODUCT(S) AND/OR DOUBLE AGENT PRODUCT AS
APPLICABLE, (Y) SUBJECT TO SECTIONS 3.10 AND 5.6, DEVELOPING, MANUFACTURING AND
COMMERCIALIZING COMBINATION PRODUCTS (OTHER THAN THE COMBINATION PRODUCT) FOR
THE TREATMENT OF HIV INFECTION OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
PRODUCT CONTAINING SUCH PARTY'S SINGLE AGENT PRODUCT(S) AND/OR DOUBLE AGENT
PRODUCT OR (Z) CONDUCTING CLINICAL STUDIES INVOLVING ONE OR MORE OF EFV, FTC AND
TDF, OR ANY COMBINATION THEREOF (INCLUDING THE COMBINATION PRODUCT).
(B)