PREVIOUSLY AGREED TO IN THE RELEVANT MUTUALLY-AGREED ANNUAL COLLABORATION
PLAN, (B) UNILATERALLY AMEND THE TERMS OF THIS AGREEMENT OR OVERRIDE MOMENTA'S
RIGHTS IN THIS AGREEMENT, OR (C) UNILATERALLY DETERMINE THAT IT HAS FULFILLED
ANY OBLIGATIONS UNDER THIS AGREEMENT OR THAT MOMENTA HAS BREACHED ANY
OBLIGATIONS UNDER THIS AGREEMENT.
EXCEPT WITH RESPECT TO ITS DECISION TO
PROCEED WITH PRE FINAL LEGAL CLEARANCE LAUNCH WITH RESPECT TO A PRODUCT IN A
COUNTRY, WHICH MAY BE MADE IN SANDOZ'S SOLE DISCRETION, SANDOZ SHALL EXERCISE
ITS FINAL DECISION-MAKING AUTHORITY IN GOOD FAITH AND IN A COMMERCIALLY
REASONABLE MANNER.
5.3.
[**].
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SANDOZ HAS
THE OPTION TO DEVELOP AND COMMERCIALIZE THE COPAXONE-REFERENCED PRODUCT
INDEPENDENTLY OF MOMENTA FOR [**]; PROVIDED, THAT, IF IT WISHES TO DO SO, IT
SHALL NOTIFY MOMENTA IN WRITING AT THE TIME WHEN SANDOZ FIRST APPROVES THE
COMMITMENT OF RESOURCES (CONSISTENT WITH ITS INTERNAL DECISION PROCESS) TO
DEVELOP THE COPAXONE-REFERENCED PRODUCT INDEPENDENTLY OF MOMENTA FOR [**].
IMMEDIATELY FOLLOWING SANDOZ'S APPROVAL OF THE COMMITMENT OF SUCH RESOURCES,
MOMENTA SHALL HAVE THE RIGHT, WITHOUT ANY FURTHER OBLIGATION TO SANDOZ, TO
DEVELOP AND COMMERCIALIZE THE COPAXONE-REFERENCED PRODUCT INDEPENDENTLY OF
SANDOZ FOR [**].
5.4.
JOINT PROJECT TEAM.
THE DEVELOPMENT AND COMMERCIALIZATION
ACTIVITIES AND LEGAL ACTIVITIES FOR EACH PRODUCT SHALL BE CONDUCTED AND MANAGED
ON AN ON-GOING BASIS THROUGH A JOINT PROJECT TEAM FOR SUCH PRODUCT (EACH SUCH
TEAM, A "JPT"); PROVIDED, HOWEVER, THAT SANDOZ SHALL BE RESPONSIBLE FOR THE
DAY-TO-DAY MANAGEMENT OF SUCH COMMERCIALIZATION ACTIVITIES, SUBJECT TO THE
OVERSIGHT OF THE RELEVANT JPT AND IN ACCORDANCE WITH THE ANNUAL COLLABORATION
PLAN.
EACH JPT SHALL HAVE ONE (1) JOINT PROJECT TEAM LEADER (EACH, A "JPTL").
EACH PARTY SHALL DESIGNATE A LOCAL PROJECT LEADER (EACH, AN "LPL") TO FUNCTION
AS THE LIAISON AND TO COORDINATE EFFORTS AND COMMUNICATION FOR SUCH JPT WITHIN
SUCH PARTY WITH RESPECT TO SUCH PRODUCT.
THE JPTL FOR EACH GLYCOPROTEIN PRODUCT
SHALL BE SELECTED BY SANDOZ; THE JPTL FOR THE COPAXONE-REFERENCED PRODUCT SHALL
BE SELECTED BY MOMENTA; AND THE JPTL FOR THE LOVENOX-REFERENCED PRODUCT SHALL BE
SELECTED BY THE JOC.
EACH JPTL SHALL REPORT TO THE AMS.
EACH JPT SHALL BE
RESPONSIBLE, VIA OVERSIGHT BY THE JPTL WITH RESPECT TO THE RELEVANT PRODUCT,
FOR:
(A) EXECUTING ALL ON-GOING ASPECTS OF THE DEVELOPMENT AND
COMMERCIALIZATION OF, AND THE LEGAL ACTIVITIES WITH RESPECT TO, SUCH PRODUCT;
(B) PREPARING AND SUBMITTING TO THE ALLIANCE MANAGERS ANNUAL COLLABORATION PLANS
FOR EACH CONTRACT YEAR; (C) DISCUSSING AND RESOLVING ONGOING ISSUES; (D)
PERIODICALLY REPORTING TO THE JOC, THROUGH THE JAM, AND REFERRING ANY DISPUTES
NOT RESOLVED BY THE JPTS TO THE JOC FOR RESOLUTION; AND (E) PERIODICALLY
REPORTING TO THE JOC AND THE LEGAL/INTELLECTUAL PROPERTY TEAM THE STATUS OF
INTELLECTUAL PROPERTY RELEVANT TO THE COLLABORATIVE PROGRAM.
EACH JPT SHALL
ONLY ACT UNANIMOUSLY AND EACH PARTY, ACTING THROUGH ITS REPRESENTATIVES, SHALL
HAVE ONE VOTE ON EACH JPT.
EACH JPT WILL BE COMPOSED OF FUNCTIONAL AREA
REPRESENTATIVES WHO ARE DIRECTLY INVOLVED WITH AND
34
RESPONSIBLE FOR DEVELOPMENT AND COMMERCIALIZATION ACTIVITIES AND LEGAL
ACTIVITIES (WHICH MAY INCLUDE,