AND ACTIVITIES,
INCLUDING WITH RESPECT TO QUALIFICATION AND VALIDATION OF MANUFACTURING
FACILITIES AND QUALITY AND OTHER ISSUES; (E) REVIEW AND DISCUSS OTHER
COMMERCIALIZATION STRATEGY AND ACTIVITIES AND THE ASSOCIATED BUDGETS, (F) REVIEW
AND DISCUSS THE PROPOSED SIGNIFICANT CONTRACTORS AND DISTRIBUTORS, IF ANY, THAT
MGI, ITS AFFILIATES, AND LICENSEES PLAN TO USE, (G) FACILITATE THE EXCHANGE OF
LICENSED KNOW-HOW, OTHER REGULATORY DOCUMENTATION AND OTHER INFORMATION AND/OR
MATERIALS BETWEEN THE PARTIES, AND (H) OTHERWISE PROVIDE SUPERGEN WITH A
REASONABLE OPPORTUNITY TO PROVIDE FEEDBACK AND COMMENTS REGARDING THE
DEVELOPMENT, MANUFACTURE AND OTHER COMMERCIALIZATION ACTIVITIES FOR THE LICENSED
PRODUCT IN THE TERRITORY, AND THE LEVEL OF RESOURCES AND EFFORTS BEING APPLIED
WITH RESPECT THERETO.
4.2.2
MEETINGS. THE JSC SHALL MEET ONCE EACH CALENDAR
QUARTER, UNLESS OTHERWISE AGREED BY THE PARTIES. SUCH MEETINGS SHALL BE IN
PERSON AT LEAST TWICE PER YEAR, ALTERNATING BETWEEN THE FACILITIES OF EACH PARTY
UNLESS OTHERWISE MUTUALLY AGREED, AND THE OTHER MEETINGS MAY BE THROUGH
TELEPHONE OR VIDEO CONFERENCE OR OTHER MUTUALLY AGREEABLE MEANS. WITH THE
CONSENT OF THE JSC MEMBERS, OTHER REPRESENTATIVES OF SUPERGEN OR MGI MAY ATTEND
JSC MEETINGS AS OBSERVERS. EACH PARTY SHALL BEAR ITS OWN PERSONNEL AND TRAVEL
COSTS AND EXPENSES RELATING TO JSC MEETINGS.
4.2.3
AUTHORITY. THE JSC SHALL NOT HAVE THE POWER TO
AMEND OR MODIFY THIS AGREEMENT, AND ITS DECISIONS SHALL NOT BE IN CONTRAVENTION
OF ANY TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE DILIGENT EFFORTS
OBLIGATIONS IN ARTICLES 5, 6 AND 7 BELOW.
4.3
PROJECT LEADERS. MGI AND SUPERGEN EACH SHALL
APPOINT A PERSON (A "PROJECT LEADER") FROM THE JSC TO COORDINATE THE EXCHANGE OF
LICENSED KNOW-HOW, REGULATORY DOCUMENTATION, AND COMMUNICATIONS BETWEEN THE
PARTIES REGARDING THE DEVELOPMENT OF THE LICENSED PRODUCT. THE PROJECT LEADERS
SHALL BE THE PRIMARY CONTACT BETWEEN THE PARTIES WITH RESPECT TO THE DEVELOPMENT
OF THE LICENSED PRODUCT. EACH PARTY SHALL NOTIFY THE OTHER WITHIN THIRTY (30)
DAYS OF THE DATE OF THE AGREEMENT OF THE NAME AND CONTACT INFORMATION FOR ITS
PROJECT LEADER AND SHALL SO NOTIFY THE OTHER PARTY (IN ADVANCE OF CHANGING ITS
PROJECT LEADER). WITHOUT LIMITING THE FOREGOING, MGI'S PROJECT LEADER SHALL
FACILITATE COMMUNICATION OF ISSUES TO AND FROM TECHNICAL PERSONNEL AND
CONSULTANTS OF MGI, ITS AFFILIATES, AND LICENSEES AS REASONABLY REQUESTED BY
SUPERGEN FOR PURPOSE OF DISCUSSING THE RESEARCH AND DEVELOPMENT WORK, AND
RESULTS THEREOF.
15
5.
DEVELOPMENT
5.1
EXCHANGE OF INFORMATION. PROMPTLY AFTER THE
EFFECTIVE DATE, SUPERGEN SHALL PROVIDE TO MGI COPIES OF OR ACCESS TO (IF IT IS
NOT REASONABLY FEASIBLE TO REPRODUCE THE REFERENCED SUBJECT MATTER) (I) PATENT
APPLICATIONS WITHIN THE LICENSED PATENTS, (II) LICENSED KNOW-HOW, (III) THE
PRODUCT TRADEMARK "DACOGEN", AND (IV) ORPHAN PRODUCT DESIGNATIONS NOT PREVIOUSLY
DISCLOSED AND DELIVERED TO MGI. SUPERGEN SHALL NOT BE CONSIDERED IN BREACH OF
THIS OBLIGATION AS A RESULT OF AN INADVERTENT FAILURE TO PROVIDE ANY SUCH
SUBJECT MATTER. ALL LICENSED KNOW-HOW AND OTHER CONFIDENTIAL INFORMATION
OBTAINED FROM SUPERGEN WILL BE USED AND DISCLOSED BY AND UNDER AUTHORITY OF MGI
ONLY AS REQUIRED TO OBTAIN MARKETING AUTHORIZATION FOR LICENSED PRODUCTS IN THE