THE DEVELOPMENT,
MANUFACTURE, USE AND SALE OF THE PRODUCTS.
12.1.2
EACH OF LICENSOR AND LICENSEE WILL PROMPTLY ADVISE THE
OTHER IF IT BECOMES AWARE OF ANY INFORMATION WHICH RELATES TO FATAL, LIFE
THREATENING OR OTHER SERIOUS ADVERSE EVENTS ASSOCIATED WITH PRODUCT ("ADVERSE
EVENT INFORMATION").
EACH PARTY SHALL ADVISE THE OTHER PARTY OF SUCH ADVERSE
EVENT INFORMATION BY TELEPHONE, TELEX OR OTHER INSTANTANEOUS METHOD OF
COMMUNICATION AND SHALL WITHIN FIFTEEN (15) DAYS THEREAFTER PROVIDE WRITTEN
CONFIRMATION OF SUCH ADVERSE EVENT INFORMATION.
12.1.3
NONCOMPETITION.
DURING THE TERM, NEITHER LICENSOR NOR
ANY OF ITS AFFILIATES SHALL, WHETHER FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OR
BENEFIT OF ANY THIRD PARTY, DEVELOP, OFFER FOR SALE, SELL, DISTRIBUTE OR
OTHERWISE COMMERCIALIZE IN THE TERRITORY ANY PRODUCT, INCLUDING BUT NOT LIMITED
TO PHARMANOVA PRODUCT, THAT INCLUDES THE API (INCLUDING WITHOUT LIMITATION BY
LICENSING INTELLECTUAL PROPERTY RIGHTS TO A THIRD PARTY FOR THE PURPOSE OF
DEVELOPING, OFFERING FOR SALE, DISTRIBUTING, OR OTHERWISE COMMERCIALIZING A
PRODUCT THAT INCLUDES THE API IN THE TERRITORY), OTHER THAN PURSUANT TO ANY
PROMOTION AGREEMENT ENTERED INTO PURSUANT TO SECTION 7.3.
12.1.4
COVENANT NOT TO SUE.
ON ITS OWN BEHALF, AND ON BEHALF
OF ITS AFFILIATES, LICENSOR COVENANTS AND AGREES THAT WITH RESPECT TO ANY
APPLICABLE PATENTS (AS DEFINED BELOW) IT WILL NOT SUE OR OTHERWISE BRING ANY
PROCEEDING OR ENFORCEMENT PROCEDURE AGAINST LICENSEE OR ITS AFFILIATES FOR
INFRINGEMENT BASED ON THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORT OF
ANY PRODUCT IN THE TERRITORY DURING
27
THE TERM PROVIDED THAT (I) SUCH PRODUCT WAS MADE OR SOLD BY LICENSEE, ITS
AFFILIATES OR SUBLICENSEES UNDER THE LICENSE RIGHTS GRANTED HEREIN AND (II) ALL
APPLICABLE ACCRUED ROYALTIES HEREUNDER WHICH ARE NOT DISPUTED BY LICENSEE HAVE
BEEN TIMELY PAID.
NOTHING IN THIS SECTION 12.4.1 SHALL LIMIT LICENSOR'S RIGHTS
OR REMEDIES UNDER THIS AGREEMENT.
NOTHING IN THIS SECTION 12.1.4 SHALL AFFECT
LICENSOR'S RIGHTS AGAINST ANY PERSON OR ENTITY OTHER THAN LICENSEE OR ITS
AFFILIATES OR SUBLICENSEES.
FOR PURPOSES OF THIS SECTION 12.1.4,
"APPLICABLE
PATENTS" MEANS ALL PATENT RIGHTS
(I) WHICH AS OF THE EFFECTIVE DATE ARE OWNED
OR CONTROLLED BY LICENSOR OR ANY OF ITS AFFILIATES, (II) WHICH AS OF THE
EFFECTIVE DATE LICENSOR OR ANY OF ITS AFFILIATES HAS THE RIGHT TO ENFORCE; OR
(III) WHICH COVER THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORT OF API
FOR MENOPAUSE INDICATIONS AND WHICH LICENSOR OR ANY OF ITS AFFILIATES OWN OR
CONTROL OR HAVE THE RIGHT TO ENFORCE AT ANY TIME FOLLOWING THE EFFECTIVE DATE.
12.1.5
FURTHER ASSURANCES.
THE PARTIES WILL EXECUTE AND
DELIVER ANY FURTHER OR ADDITIONAL INSTRUMENTS OR DOCUMENTS AND PERFORM ANY ACTS
WHICH MAY BE REASONABLY NECESSARY IN ORDER TO EFFECTUATE AND CARRY OUT THE
PURPOSES OF THIS AGREEMENT.
12.1.6
DURING THE TERM, LICENSOR SHALL NOT (I) AMEND SO AS TO
ALTER OR IMPAIR LICENSEE'S RIGHT IN THE LICENSOR PATENT RIGHTS GRANTED
HEREUNDER, ALTER LICENSEE'S OBLIGATIONS HEREUNDER, OR ADVERSELY AFFECT THE
ANTICIPATED BENEFITS TO LICENSEE HEREUNDER (II) TERMINATE, OR (III) CAUSE TO BE
TERMINATED, THE UNIVERSITY LICENSE