THE PARTIES WITH RESPECT TO
PRODUCT DEVELOPMENT, AND PLANS FOR OBTAINING REGULATORY APPROVALS, LICENSEE WILL
ALSO INFORM THE COLLABORATION COMMITTEE AT ITS MEETING OF THEN-CURRENT
COMMERCIALIZATION PLANS.
THE COLLABORATION COMMITTEE MAY MEET IN PERSON OR BY
TELEPHONE OR VIDEO CONFERENCE.
EACH PARTY WILL BEAR ITS OWN COSTS ARISING FROM
OR ASSOCIATED WITH TRAVEL FOR THE PURPOSE OF ATTENDING SUCH MEETINGS, EXCEPT
THAT LICENSOR'S ATTENDANCE AT SUCH MEETINGS MAY BE CONSIDERED CONSULTING
SERVICES FOR PURPOSES OF THE CONSULTANCY ARRANGEMENT CONTEMPLATED BY SECTION
5.6.
6.4
TRADEMARKS.
LICENSEE WILL DETERMINE WHICH
TRADEMARK OR TRADEMARKS WILL BE USED IN MARKETING PRODUCTS IN THE TERRITORY.
6.5
PATENT MARKING.
LICENSEE MUST MARK, AND
MUST REQUIRE ANY AFFILIATE OR SUBLICENSEE TO MARK, ANY AND ALL MATERIAL FORMS OF
PRODUCTS OR PACKAGING
17
PERTAINING THERETO SOLD BY LICENSEE (AND/OR BY ITS AFFILIATES OR SUBLICENSEES)
IN THE TERRITORY WITH AN APPROPRIATE PATENT MARKING IDENTIFYING THE LICENSOR
PATENT RIGHTS.
6.6
USE OF REGULATORY DATA.
LICENSEE SHALL HAVE
THE RIGHT TO USE ANY REGULATORY DATA CONCERNING THE PRODUCT, WHICH REGULATORY
DATA IS OWNED OR CONTROLLED BY LICENSOR OR ITS AFFILIATES, AT ANY TIME AFTER THE
EFFECTIVE DATE FOR THE PURPOSE OF OBTAINING OR MAINTAINING REGULATORY APPROVAL
OF THE PRODUCT IN THE TERRITORY.
LICENSOR SHALL (I) PROVIDE TO LICENSEE ALL
CLINICAL INFORMATION IN ITS POSSESSION NOT LATER THAN TEN (10) DAYS AFTER THE
EFFECTIVE DATE, AND (II) ON A PERIODIC BASIS DURING THE TERM, BUT NOT LESS
FREQUENTLY THAN QUARTERLY, PROVIDE TO LICENSEE ANY AND ALL ADDITIONAL REGULATORY
DATA CREATED SUBSEQUENT TO THE EFFECTIVE DATE THAT IS OWNED OR CONTROLLED BY
LICENSOR OR ITS AFFILIATES.
6.7
LICENSEE REGULATORY DATA.
ALL REGULATORY
DATA CONCERNING PRODUCT AND CREATED BY OR ON BEHALF OF LICENSEE OR ITS
AFFILIATES PURSUANT TO THE PROGRAM SHALL BE OWNED BY LICENSEE.
NEITHER LICENSOR
NOR UNIVERSITY SHALL HAVE ANY INTEREST IN OR TO ANY SUCH REGULATORY DATA.
7.
COMMERCIALIZATION.
7.1
COMMERCIALIZATION.
LICENSEE (ITSELF OR
THROUGH AN AFFILIATE) WILL BE RESPONSIBLE FOR SALES, MARKETING AND PROMOTIONAL
ACTIVITIES FOR PRODUCTS IN THE TERRITORY AND WILL BEAR RELATED EXPENSES
(ALTHOUGH SUCH ACTIVITIES MAY BE PERFORMED THROUGH AN AFFILIATE OR THIRD PARTY).
7.2
COVENANT.
IN THE EVENT THAT LICENSEE OR ITS
AFFILIATE COMMERCIALIZES IN THE TERRITORY A PHARMACEUTICAL PRODUCT CONTAINING
API OTHER THAN PRODUCT, LICENSEE SHALL NOT COMMERCIALIZE, AND SHALL CAUSE ITS
AFFILIATES NOT TO COMMERCIALIZE, SUCH PRODUCT IN A WAY THAT MATERIALLY AND
ADVERSELY AFFECTS THE COMMERCIALIZATION OF PRODUCT.
7.3
UNAUTHORIZED SALES.
TO THE EXTENT LEGALLY
PERMISSIBLE, LICENSOR SHALL, AND SHALL CAUSE ITS AFFILIATES TO, ENSURE THAT ANY
LICENSEE OR SUBLICENSE OF THE LICENSOR PATENT RIGHTS (OR ANY ASSOCIATED FOREIGN
PATENT RIGHTS) OUTSIDE OF THE TERRITORY USES COMMERCIALLY REASONABLE EFFORTS TO
PREVENT THE
18
EXPORTATION OF THE PRODUCT FROM OUTSIDE OF THE TERRITORY FOR SALE WITHIN THE
TERRITORY.
LICENSOR SHALL NOT, AND SHALL CAUSE ITS AFFILIATES NOT TO, LICENSE
ANY OF THE LICENSOR PATENT RIGHTS (OR ANY ASSOCIATED FOREIGN PATENT RIGHTS) TO
ANY THIRD PARTY OR ENTITY WHOM LICENSOR OR ONE OF ITS AFFILIATES HAS REASON TO
BELIEVE MAY EXPORT OR