(III)
ABOVE, AS THE CASE MAY BE.
CLAUSE (III) OF THE IMMEDIATELY PRECEDING SENTENCE
SHALL NOT REQUIRE ANY PARTY TO PROVIDE SUCH DATA, DOCUMENTATION OR RECORDS IN
THE EVENT THAT THE PARTIES' INTERESTS IN SUCH MATTER ARE OR MAY BE [*], IN WHICH
CASE [*] SHALL APPLY.
EACH SUCH REQUEST SHALL BE MADE IN WRITING AND SHALL
STATE THE REASON(S) THEREFORE (EACH A "COMMERCIAL RECORD REQUEST").
THE MEMBER
PARTY FROM WHICH SUCH RECORDS, DOCUMENTATION OR DATA ARE REQUESTED SHALL HAVE
THE RIGHT TO RAISE REASONABLE OBJECTIONS IN WRITING IN RESPONSE TO SUCH
COMMERCIAL RECORD REQUEST, INCLUDING, WITHOUT LIMITATION, BASED ON SUCH MEMBER
PARTY'S INTERESTS IN PROTECTING FROM DISCLOSURE TO THE REQUESTING MEMBER PARTY
TRADE SECRETS OR OTHER COMPETITIVE BUSINESS INFORMATION.
UPON ANY SUCH
OBJECTION BEING ASSERTED, THE MEMBER PARTIES SHALL PROMPTLY CONFER IN AN ATTEMPT
TO ADDRESS EACH MEMBER PARTY'S CONCERNS AND REACH A RESOLUTION WITH RESPECT TO
THE MATTER, AND IN THE EVENT THAT THE MEMBER PARTIES ARE UNABLE TO AGREE UPON A
MUTUALLY AGREEABLE RESOLUTION, EITHER MEMBER PARTY SHALL HAVE THE RIGHT TO REFER
THE MATTER TO THE JCC.
IN THE EVENT THAT ANY SUCH DISPUTE IS ULTIMATELY [*]
DETERMINE AS A THRESHOLD MATTER WHETHER AND TO WHAT EXTENT ONE OR MORE CRITERIA
SET FORTH IN CLAUSES (I), (II) AND/OR (III) ABOVE HAVE BEEN SATISFIED BY THE
REQUESTING MEMBER PARTY, AND, IF SO, SHALL MAKE A DETERMINATION WITH RESPECT TO
WHETHER AND TO WHAT EXTENT THE DISCLOSURE OF SUCH INFORMATION SHALL BE REQUIRED,
BY [*], AND [*].
IN MAKING SUCH DETERMINATION, [*] TO THE FACTS AND ARGUMENTS
SET FORTH IN THE COMMERCIAL RECORD REQUEST AND THE OTHER MEMBER PARTY'S WRITTEN
RESPONSE THERETO, AND (Y) HAVE THE RIGHT TO REQUIRE THE RECEIVING MEMBER PARTY
TO ABIDE BY TERMS AND CONDITIONS FOR THE HANDLING, USE AND NON-DISCLOSURE
(EITHER WITHIN SUCH MEMBER PARTY'S ORGANIZATION AND/OR TO THIRD PARTIES) OF SUCH
INFORMATION AS MAY BE REASONABLE UNDER THE CIRCUMSTANCES. EXCEPT AS PROVIDED IN
THIS SECTION 5.10, A MEMBER PARTY SHALL NOT HAVE THE RIGHT TO OBTAIN FROM THE
OTHER MEMBER PARTY ACCESS TO OR COPIES OF THE OTHER MEMBER PARTY'S RECORDS,
DOCUMENTATION AND DATA DESCRIBED ABOVE, UNLESS OTHERWISE EXPRESSLY PERMITTED
PURSUANT TO THIS AGREEMENT OR THE OTHER MEMBER PARTY GIVES ITS CONSENT IN ITS
SOLE DISCRETION.
NOTWITHSTANDING THE FOREGOING, NEITHER MEMBER PARTY SHALL HAVE
ANY OBLIGATION TO (AND, WITH RESPECT TO PRICING AND DISCOUNTING MATTERS AS SET
FORTH IN SECTION 5.3, NEITHER MEMBER PARTY SHALL) PROVIDE TO THE OTHER MEMBER
PARTY ANY SUCH INFORMATION TO THE EXTENT IT RELATES TO PRICE SETTING AND
DISCOUNTING, OR INVENTORY MANAGEMENT AGREEMENTS, OR WHICH SUCH FIRST MEMBER
PARTY IS RESTRICTED FROM DISCLOSING PURSUANT TO APPLICABLE LAW OR
CONFIDENTIALITY OR OTHER CONTRACTUAL ARRANGEMENTS WITH THIRD PARTIES.
5.11
COMMERCIALIZATION PLAN AND BUDGET.
(A)
THE COMMERCIALIZATION PLAN SHALL COVER ONLY ACTIVITIES FOR
COMMERCIALIZATION OF THE COMBINATION PRODUCT IN THE TERRITORY THAT SHALL BE
CONDUCTED BY A SINGLE MEMBER PARTY OR THAT MUST BE COORDINATED BETWEEN THE
MEMBER PARTIES, WHICH ACTIVITIES SHALL CONFORM TO THE COLLABORATION PRINCIPLES
AND THE PROVISIONS