INCLUDE ANY OR ALL OF THE FOLLOWING, IN ORDER OF PREFERENCE: (A) INCLUSION OF
BMS AS A LICENSOR AND, IF APPLICABLE, MANUFACTURER, ON THE PACKAGING AND LABEL
OF COMBINATION PRODUCT SOLD OR PROVIDED FOR USE IN THE DEVELOPING WORLD, (B)
ACKNOWLEDGEMENT OF BMS AS A LICENSOR AND, IF APPLICABLE, MANUFACTURER OR
SUPPLIER OF EFV, IN PRESS RELEASES AND OTHER PUBLIC ANNOUNCEMENTS RELATING TO
PROVISION OF COMBINATION PRODUCT FOR THE DEVELOPING WORLD, AND (C)
ACKNOWLEDGEMENT OF BMS AS A LICENSOR AND, IF APPLICABLE, MANUFACTURER OR
SUPPLIER OF EFV, IN ANY WEBSITES MAINTAINED BY OR THROUGH THE COOPERATION OF
GILEAD SPECIFICALLY TO PROMOTE OR ENABLE PROVISION OF COMBINATION PRODUCT FOR
THE DEVELOPING WORLD; PROVIDED, HOWEVER, THAT THE PARTIES ACKNOWLEDGE THAT
GILEAD CANNOT ENSURE THAT ANY REQUIRED THIRD PARTY OR REGULATORY AUTHORITY
CONSENTS OR APPROVALS FOR SUCH RECOGNITION CAN BE OBTAINED.
(II)
EXCEPT AS PROVIDED IN SECTION 6.9(A), GILEAD SHALL NOT CAUSE THE
SALE BY THE JV OF THE COMBINATION PRODUCT FOR USE OR SALE OUTSIDE THE TERRITORY.
(III)
WITHOUT BMS' PRIOR WRITTEN CONSENT, NOT TO BE UNREASONABLY
WITHHELD OR DELAYED, GILEAD SHALL NOT GRANT SUBLICENSES UNDER THE LICENSE
GRANTED TO IT IN THIS SECTION 6.2(D) TO, OR UTILIZE FOR MANUFACTURE OF
COMBINATION PRODUCT, ANY PERSON OTHER THAN ONE WHO HAS CONTRACTED FOR
MANUFACTURE AND SUPPLY OF TABLETED COMBINATION PRODUCT WITH BMS, ONE OF ITS
AFFILIATES, OR A JOINT VENTURE OR SIMILAR ENTITY IN WHICH BMS HAS AN OWNERSHIP
INTEREST, OR ANY PERSON ACTING ON BEHALF OF ANY OF THE FOREGOING.
(IV)
IN THE EVENT THAT GILEAD EXPLOITS THE COMBINATION PRODUCT OUTSIDE
THE TERRITORY, CANADA AND EUROPE PURSUANT TO THE LICENSE GRANTED TO IT IN THIS
SECTION 6.2(D), BMS AGREES TO PERFORM ANY ADMINISTRATIVE OR MINISTERIAL ACTS
THAT MAY BE REASONABLY NECESSARY OR USEFUL IN ORDER TO ENABLE GILEAD TO SATISFY
ITS OBLIGATIONS UNDER CLAUSES (I) THROUGH (III) ABOVE OR TO ENABLE GILEAD TO
EXERCISE ITS RIGHTS UNDER THE LICENSE GRANTED TO IT IN THIS SECTION 6.2(D).
GILEAD AGREES THAT, OTHER THAN WITH BMS' CONSENT, BMS SHALL HAVE NO ADDITIONAL
OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO INCUR ADDITIONAL
EXPENSES OR OBLIGATIONS, AS A RESULT OF SUCH EXPLOITATION, OTHER THAN THE
FOLLOWING:
BMS' OBLIGATIONS PROVIDED FOR IN THIS SECTION 6.2(D); BMS'
OBLIGATIONS PURSUANT TO SECTION 6.9(A), THE LAST SENTENCE OF SECTION 6.9(B) AND
THE LAST SENTENCE OF SECTION 6.11;
AND BMS' OBLIGATIONS PURSUANT TO APPLICABLE
LAW AND ANY SEPARATE AGREEMENTS BETWEEN THE MEMBER PARTIES (INCLUDING, WITHOUT
LIMITATION, IF APPLICABLE, THE BMS SUPPLY AGREEMENT).
(V)
GILEAD SHALL CAUSE ITS SUBLICENSEES, IF ANY, UNDER THIS SECTION
6.2(D) TO COMPLY WITH THE OBLIGATIONS OF GILEAD UNDER CLAUSES (I) THROUGH (IV)
ABOVE, AND ANY FAILURE ON THE PART OF ANY SUCH SUBLICENSEE TO COMPLY IN ANY
MATERIAL RESPECT WITH ANY SUCH OBLIGATION OF GILEAD SHALL BE DEEMED TO BE A
FAILURE ON THE PART OF GILEAD TO COMPLY IN SUCH RESPECT WITH SUCH OBLIGATION.
IF GILEAD IS IN MATERIAL BREACH OF ANY OF CLAUSES (I) THROUGH (V) ABOVE,
GILEAD'S LICENSE UNDER THIS SECTION 6.2(D) SHALL NOT TERMINATE