DEVELOPMENT TO SUPERGEN TO THE EXTENT REQUESTED.
(B)
COMMERCIALIZATION. AT SUPERGEN'S REQUEST, IF MARKETING AUTHORIZATION HAS
BEEN OR IS OBTAINED FOR A LICENSED PRODUCT, THEN MGI AND ITS AFFILIATES AND
LICENSEES SHALL CONTINUE TO COMMERCIALIZE THE LICENSED PRODUCT IN THE SAME
MANNER IN EACH COUNTRY IN THE TERRITORY FOR WHICH MARKETING AUTHORIZATION
THEREFOR HAS BEEN OBTAINED, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT, FOR A PERIOD NOT TO EXCEED TWO HUNDRED FORTY (240) DAYS FOLLOWING
SUCH TERMINATION IT BEING UNDERSTOOD THAT SUPERGEN AND MGI WILL WORK DILIGENTLY
TO TRANSITION SUCH ACTIVITIES AS SOON AS REASONABLY PRACTICABLE
NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, DURING THE WIND-DOWN PERIOD, MGI'S, ITS
AFFILIATES' AND LICENSEES' RIGHTS WITH RESPECT TO THE LICENSED PRODUCTS SHALL BE
NON-EXCLUSIVE, AND SUPERGEN SHALL HAVE THE RIGHT TO ENGAGE ONE OR MORE OTHER
DISTRIBUTOR(S) AND/OR LICENSEE(S) TO DEVELOP AND COMMERCIALIZE THE LICENSED
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Products in all portions of the Territory that have been terminated. Article 3
shall continue to apply with respect to all Licensed Products sold, used or
disposed by MGI, its Affiliates and Licensees during the Wind-down Period or
otherwise as set forth below. All rights of MGI, its Affiliates, and Licensees
with respect to the Licensed Products shall be terminated at the end of the
Wind-down Period, and unless otherwise mutually agreed or unless rights have
been terminated only with respect to a specified country, and MGI retains rights
to Develop and Commercialize the Licensed Products for other countries, all
Licensed Products in the possession of MGI, its Affiliates, and Licensees that
are not sold during such Wind-down Period shall be destroyed, provided, however,
that MGI shall have a minimum of ninety (90) days following termination to sell
its remaining inventory, without regard to the actual length of the Wind-down
Period.
15.3.2
ASSIGNMENT OF MAA AND MARKETING AUTHORIZATIONS. MGI
SHALL ASSIGN OR CAUSE TO BE ASSIGNED TO SUPERGEN (OR IF NOT SO ASSIGNABLE, MGI
SHALL TAKE ALL REASONABLE ACTIONS TO MAKE AVAILABLE TO SUPERGEN (INCLUDING BY
PROVIDING COPIES) AND TO GIVE SUPERGEN AND ITS AFFILIATES AND ITS DESIGNEES A
RIGHT OF REFERENCE TO) ALL REGULATORY DOCUMENTATION (INCLUDING MAAS AND
MARKETING AUTHORIZATIONS) AND SUPPORTING DATA FOR THE LICENSED PRODUCTS. IN EACH
CASE THE FOREGOING ASSIGNMENT (OR AVAILABILITY AND RIGHT OF REFERENCE) SHALL BE
MADE OR PROVIDED NO LATER THIRTY (30) DAYS AFTER TERMINATION, AND MGI SHALL
TAKE, AND SHALL CAUSE ITS AFFILIATES AND LICENSEES TO TAKE, SUCH ACTIONS AND
EXECUTE SUCH OTHER INSTRUMENTS, ASSIGNMENTS AND DOCUMENTS AS MAY BE NECESSARY TO
EFFECT THE TRANSFER OF RIGHTS THEREUNDER TO SUPERGEN. IN ADDITION, MGI SHALL
PROMPTLY PROVIDE TO SUPERGEN A COPY OF ALL REGULATORY DOCUMENTATION, SUPPORTING
DATA, CONFIDENTIAL INFORMATION, AND DERIVATIVE PATENTS, PERTAINING TO THE
LICENSED PRODUCT TO THE EXTENT NOT PREVIOUSLY PROVIDED TO SUPERGEN. SUPERGEN
SHALL HAVE SOLE CONTROL OVER ALL REGULATORY DOCUMENTATION AND MEETINGS AND
COMMUNICATIONS WITH REGULATORY AUTHORITIES IMMEDIATELY UPON TERMINATION.
15.3.3
TRANSITION. MGI SHALL USE DILIGENT EFFORTS TO COOPERATE
WITH SUPERGEN AND ITS DESIGNEE(S) TO EFFECT A SMOOTH AND ORDERLY TRANSITION