IN
THE DEVELOPMENT AND COMMERCIALIZATION OF THE LICENSED PRODUCTS IN THE TERRITORY.
WITHOUT LIMITING THE FOREGOING, MGI SHALL PROVIDE SUPERGEN COPIES OF SALES
MATERIALS, LICENSED PRODUCT LABELING, OTHER CUSTOMER INFORMATION, EACH RELATING
TO THE LICENSED PRODUCT TO THE EXTENT NOT PREVIOUSLY PROVIDED TO SUPERGEN. IN
ADDITION, MGI SHALL REFER ALL INQUIRIES REGARDING THE LICENSED PRODUCTS AFTER
THE WIND-DOWN PERIOD (AND DURING THE WIND-DOWN PERIOD TO THE EXTENT REQUESTED BY
SUPERGEN) TO SUPERGEN AND ITS DESIGNEES. IN ADDITION, MGI SHALL PROVIDE TO
SUPERGEN A LIST OF ALL CUSTOMERS PURCHASING LICENSED PRODUCTS FROM MGI IN THE
YEAR PRIOR TO TERMINATION OR EXPIRATION OF THE AGREEMENT
15.3.4
SUPPLY. AT SUPERGEN'S OPTION AND ELECTION, MGI SHALL, TO
THE EXTENT ASSIGNABLE, ASSIGN ALL THIRD PARTY MANUFACTURING AGREEMENTS RELATED
TO DECITABINE OR LICENSED PRODUCTS TO SUPERGEN IMMEDIATELY UPON TERMINATION OF
THE AGREEMENT IN ITS ENTIRETY. IN THE EVENT THAT MGI HAS UNDERTAKEN TO
MANUFACTURE DECITABINE OR LICENSED PRODUCTS DIRECTLY, SUPERGEN SHALL BE AFFORDED
THE SAME RIGHTS FOLLOWING TERMINATION OR EXPIRATION OF THE AGREEMENT AS IS
GRANTED PURSUANT TO THE PROVISIONS OF SECTION 6.5.
15.3.5
RIGHTS. TO THE EXTENT NOT ASSIGNED TO OR OWNED BY
SUPERGEN, MGI HEREBY GRANTS TO SUPERGEN, EFFECTIVE FOLLOWING TERMINATION OF THIS
AGREEMENT BUT NO LATER THAN THE
41
end of the Wind-down Period, a worldwide, irrevocable, fully paid, royalty free,
right and license, under the Derivative Patents, Product Trademarks, Sales
Materials, and Confidential Information, with the right to grant and authorize
sublicenses, to use, disclose, reference, publicly display, modify, reproduce,
distribute, and otherwise exploit and dispose of for any purpose the Derivative
Patents, Product Trademarks, Sales Materials, and Confidential Information,
including the right to make, have made, use, sell, offer to sell, import and
otherwise exploit and dispose of the Licensed Products in the Territory;
provided that SuperGen shall not exercise the foregoing rights and licenses
until termination of this Agreement in whole or in part. For clarity, the
foregoing rights include the right for SuperGen to purchase, and obtain
information regarding, the Licensed Product directly from MGI's contract
manufacturers after termination, and MGI shall provide such authorizations to
the contract manufacturers as may be necessary for such purpose.
15.3.6
RETURN OF MATERIALS. WITHIN FORTY-FIVE (45) DAYS AFTER
THE END OF THE WIND-DOWN PERIOD, MGI SHALL, AND SHALL CAUSE ITS AFFILIATES AND
LICENSEES TO, DELIVER TO SUPERGEN, OR TO THE EXTENT REQUESTED BY SUPERGEN
DESTROY, ALL PRODUCT TRADEMARKS, REGULATORY DOCUMENTATION, SUPPORTING DATA, AND
OTHER CONFIDENTIAL INFORMATION OF SUPERGEN, ("LICENSED PRODUCT MATERIALS")
(EXCEPT TO THE EXTENT OTHERWISE AUTHORIZED BY SUPERGEN)
THAT IS IN MGI'S, ITS
AFFILIATES, OR ANY LICENSEES POSSESSION OR CONTROL, AND PROVIDE
WRITTEN CERTIFICATION THEREOF; PROVIDED THAT MGI, ITS AFFILIATES, AND LICENSEES
MAY RETAIN AND USE COPIES OF ANY SUCH LICENSED PRODUCT MATERIALS THAT RELATE TO
LICENSED PRODUCTS FOR WHICH MGI'S RIGHTS HAVE NOT BEEN TERMINATED UNDER THIS
AGREEMENT, AS REASONABLY NECESSARY FOR ITS CONTINUED DEVELOPMENT AND
COMMERCIALIZATION OF SUCH NON-TERMINATED LICENSED PRODUCTS IN ACCORDANCE WITH
THIS AGREEMENT. EFFECTIVE UPON THE END OF THE WIND-DOWN PERIOD (OR SOONER IF
REQUESTED