CONDITIONS DESCRIBED IN EXHIBIT C.
4.2
COMMERCIALIZATION.
IF, AFTER THE FILING OF A
NDA FOR THE PRODUCT, SUPERGEN ELECTS TO PROCEED WITH COMMERCIAL MARKETING OF THE
PRODUCT, EITHER ALONE OR THROUGH AN AFFILIATE, AGENT, LICENSEE OR COMMERCIAL
PARTNER (EACH A "DESIGNEE"), THEN SUPERGEN AND/OR ITS DESIGNEE WILL PURCHASE AT
LEAST *** (***%) OF SUPERGEN'S AND ITS DESIGNEE'S REQUIREMENTS FOR PRODUCTS FROM
*** FOR SUCHCOMMERCIAL MARKETING.
4.3
SUPPLY OBLIGATION.
*** WILL SUPPLY TO
SUPERGEN QUANTITIES OF PRODUCT ORDERED BY SUPERGEN OR ITS DESIGNEE IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND EXHIBIT C.
4.4
TERMS OF SALE.
ALL PURCHASES AND SALES OF
PRODUCT PURSUANT TO SECTIONS 4.1 AND 4.2 ABOVE WILL BE MADE ON THE TERMS AND
CONDITIONS SET FORTH HEREIN AND ON EXHIBIT C, AS APPLICABLE.
4.5
EXCLUSIVITY.
IF SUPERGEN AND ITS DESIGNEES
PURCHASE FROM *** THE QUANTITIES OF PRODUCT SPECIFIED IN SECTIONS 4.1 AND 4.2,
THEN FOR THE TERM AND FOR A PERIOD OF *** (***) YEARS THEREAFTER (THE
"EXCLUSIVITY PERIOD"), NEITHER *** NOR ANY AFFILIATE, WILL ENGAGE IN ANY
ACTIVITY DIRECTED AT THE DEVELOPMENT, MANUFACTURE, SUPPLY, OR COMMERCIALIZATION
OF THE PRODUCT, OR USE ANY INFORMATION, KNOW-HOW, TECHNOLOGY, EQUIPMENT OR OTHER
MATERIALS RECEIVED FROM SUPERGEN HEREUNDER, FOR ITSELF OR ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING, DURING THE EXCLUSIVITY PERIOD, *** AND ITS
AFFILIATES SHALL NOT:
(I) MANUFACTURE, SELL OR OTHERWISE DISTRIBUTE PRODUCT,
(II) ASSIST ANY THIRD PARTY TO MANUFACTURE, SELL OR OTHERWISE DISTRIBUTE
PRODUCT, OR (III) OTHERWISE PERFORM ANY RESEARCH ACTIVITIES WITH RESPECT TO THE
PRODUCT, IN EACH CASE EXCEPT AT THE DIRECTION OF SUPERGEN.
4.6
NO ADDITIONAL RESTRICTIONS.
NOTHING IN THIS
AGREEMENT WILL RESTRICT EITHER PARTY IN ANY WAY WITH RESPECT TO ANY PRODUCT
OTHER THAN THE PRODUCT EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE 4.
5
ARTICLE 5 - INTELLECTUAL PROPERTY
5.1
SUPERGEN MATERIALS.
SUBJECT TO SECTIONS 5.3
AND 5.4 BELOW, SUPERGEN WILL OWN ALL DELIVERABLES, AS WELL AS ALL INFORMATION,
DATA, DOCUMENTS, PROCESSES, PROTOCOLS, METHODS, ASSAYS, TECHNIQUES, OPERATING
PROCEDURES AND MATERIALS CREATED OR COMPILED BY *** IN THE COURSE OF PERFORMING
ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ALL PRODUCT, DOCUMENTATION,
RECORDS, REPORTS, DOCUMENTS, DATA AND OTHER TANGIBLE MATERIALS THAT *** PROVIDES
TO SUPERGEN UNDER THE DEVELOPMENT PROGRAM, ANY AND ALL MODIFICATIONS, ADDITIONS
OR IMPROVEMENTS TO THE PRODUCT INFORMATION CREATED OR COMPILED BY *** IN THE
COURSE OF PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT, AND ALL INTELLECTUAL
PROPERTY RIGHTS EMBODIED THEREIN (COLLECTIVELY, THE "SUPERGEN MATERIALS").
***
WILL ASSIGN (OR CAUSE TO BE ASSIGNED) AND DOES HEREBY ASSIGN FULLY TO SUPERGEN
ALL RIGHT, TITLE AND INTEREST IN AND TO THE SUPERGEN MATERIALS AND ALL
INTELLECTUAL PROPERTY RIGHTS THEREIN.
*** WILL ASSIST SUPERGEN, OR ITS
DESIGNEE, AT SUPERGEN'S EXPENSE, IN EVERY PROPER WAY TO SECURE SUPERGEN'S RIGHTS
IN THE SUPERGEN MATERIALS AND ANY PATENT RIGHTS RELATING THERETO IN ANY AND ALL
COUNTRIES, INCLUDING THE DISCLOSURE TO SUPERGEN OF ALL PERTINENT INFORMATION AND
DATA WITH RESPECT THERETO, THE EXECUTION OF ALL APPLICATIONS, SPECIFICATIONS,
OATHS, ASSIGNMENTS AND ALL OTHER INSTRUMENTS THAT SUPERGEN DEEMS NECESSARY IN
ORDER