ELSEWHERE
IN THIS AGREEMENT OR THE SUPPLY AGREEMENT, NO RIGHT OF ACCESS, USE OR OTHER
LICENSE IS GRANTED TO CUBIST OR TO ANY OTHER LICENSEE UNDER THIS AGREEMENT.
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, NO CHIRON
MARKETING INFORMATION SHALL FORM ANY PART OF CHIRON DATA, CHIRON KNOW-HOW,
CHIRON RELATED KNOW-HOW OR ANY JOINT KNOW-HOW.
* CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE
COMMISSION
39
6.2.
PROHIBITED MARKETING AND SALES ACTIVITIES.
CHIRON SHALL NOT ENGAGE IN ANY
DIRECT MARKETING ACTIVITIES FOR THE LICENSED PRODUCTS OUTSIDE OF THE TERRITORY
WITHOUT CUBIST APPROVAL.
CUBIST SHALL NOT ENGAGE IN ANY DIRECT MARKETING
ACTIVITIES INSIDE THE TERRITORY WITHOUT CHIRON APPROVAL.
THE FOREGOING SHALL
NOT PROHIBIT EITHER PARTY FROM PARTICIPATING IN ANY CONFERENCES, SYMPOSIA OR
OTHER INDUSTRY GATHERINGS MERELY BECAUSE THE VENUE FOR SUCH GATHERING HAPPENS TO
BE OUTSIDE OF THE TERRITORY IN THE CASE OF CHIRON OR INSIDE THE TERRITORY IN THE
CASE OF CUBIST.
CHIRON SHALL REQUIRE THAT ITS DISTRIBUTORS MAKE ALL
COMMERCIALLY REASONABLE EFFORTS TO PREVENT ANY UNITS OF LICENSED PRODUCT SOLD BY
SUCH DISTRIBUTORS IN ANY COUNTRY WITHIN THE TERRITORY FROM BEING RESOLD IN, OR
TRANSPORTED TO, ANY COUNTRY OUTSIDE OF THE TERRITORY.
6.3.
DISCOUNTING.
NEITHER CHIRON NOR ITS AFFILIATES SHALL DISCOUNT THE PRICE
OF LICENSED PRODUCTS OR AGREE TO REDUCE THE UNIT VOLUME OF PURCHASES OR SALES OF
ANY LICENSED PRODUCT IN CONSIDERATION OF ANY PRICE INCREASE ON, THE RECEIPT OF
ANY PAYMENT IN CONNECTION WITH, OR THE ENTERING OF AN ARRANGEMENT FOR THE
PURCHASE OR SALE (INCLUDING, WITHOUT LIMITATION, ANY ARRANGEMENT GUARANTEEING
VOLUME INCREASES OR MINIMUM VOLUME) OF, A PRODUCT OTHER THAN A LICENSED PRODUCT,
OR SHALL ENTER INTO ANY AGREEMENT FOR SUCH PURPOSE.
6.4.
MARKETING AND PROMOTIONAL LITERATURE.
MARKETING AND PROMOTIONAL
LITERATURE RELATED TO THE LICENSED PRODUCTS AND PREPARED FOR USE IN THE
TERRITORY BY CHIRON SHALL BE PREPARED IN A MANNER CONSISTENT WITH RELEVANT LOCAL
STATUTES AND REGULATIONS.
IN ALL MARKETING AND PROMOTIONAL LITERATURE, CUBIST
SHALL BE PRESENTED AND DESCRIBED AS THE PARTY WHO DEVELOPED THE LICENSED
PRODUCT.
TO THE EXTENT PERMITTED BY LAW, ALL MARKETING AND PROMOTIONAL
LITERATURE SHALL DISPLAY THE CUBIST MARKS, TRADE NAMES, LOGOS AND TRADE DRESS OF
THE LICENSED PRODUCT IN A MANNER THAT PROMOTES THE PRODUCT AND EACH OF THE
PARTIES IN AN APPROPRIATE MANNER.
TO THE EXTENT PRACTICAL, THE CUBIST NAME AND
LOGO SHALL APPEAR THE SAME IN SIZE AND PROXIMITY AS THE CHIRON NAME AND LOGO ON
ALL MARKETING AND PROMOTIONAL LITERATURE USED IN EACH COUNTRY OF THE TERRITORY
UNLESS PROHIBITED BY THE LAW, STATUTES OR REGULATIONS OF SUCH COUNTRY.
WITH THE
CONSENT OF CHIRON, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED,
CUBIST SHALL HAVE THE RIGHT TO REPRODUCE, DISTRIBUTE AND OTHERWISE USE OUTSIDE
THE TERRITORY ALL LICENSED PRODUCT RELATED MARKETING AND PROMOTIONAL LITERATURE
PREPARED BY CHIRON.
WITH THE CONSENT OF CUBIST, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED, CHIRON SHALL HAVE THE RIGHT TO REPRODUCE,
DISTRIBUTE AND OTHERWISE USE IN THE TERRITORY ALL LICENSED PRODUCT RELATED
MARKETING