ASIAN COMPANY. (a) In the event that GenVec enters into an agreement with a company for the research, development and/or commercialization of one or more Product Configurations in Japan or other countries outside the Territory and the Co-Promotion Countries, such company (the "Asian Partner") shall have the option to obtain access to and the right to use the Data Package for the purpose of seeking Regulatory Approval for any Product Configurations for any indication to which the Asian Partner has commercialization rights in Japan and/or any other country. In exchange for receiving such access and rights, the Asian Partner must agree to pay to Warner amounts to be agreed by Warner and the Asian Partner, which shall not exceed one-third of all costs incurred in connection with those aspects of the Research Program or the Development in which data contained in the Data Package was generated or obtained. In addition to the payment to Warner described above, the Asian Partner shall be obligated to pay all expenses it incurs in conducting research and development activities with respect to any Product Configuration specifically and solely for obtaining Regulatory Approvals in Japan and/or any other country for which it has commercialization rights.
ASIAN COMPANY. (a) GenVec may enter into an agreement(s) with one or more companies for the research, development and/or commercialization of one or more Product Configurations in Japan or other countries outside the Territory and the Co-Promotion Countries, any such company (an "Asian Partner" and collectively, the "Asian Partners") shall have the right to obtain access to and the right to use the Data Package for the purpose of seeking Regulatory Approval for any Product Configurations for any indication to which the Asian Partner has commercialization rights in Japan and/or any other country, subject to Section 15.2. Notwithstanding the foregoing, Warner shall only be obligated to provide each component of the Data Package a single time and GenVec shall designate which of GenVec or the Asian Partners shall be the party to whom Warner shall provide the Data Package components; provided, however, that the party receiving the Data Package may provide the Data Package to GenVec and one or more other Asian Partners, and GenVec (or its Asian Partner designee) shall reasonably seek to minimize the number and frequency of requests for the components of the Data Package. In exchange for receiving such access and rights, the Asian Partner(s) must agree to pay to Warner amounts to be agreed by Warner and the Asian Partner(s), which shall not, in the aggregate, exceed one-fourth of all costs incurred in connection with those aspects of the Research Program or the Development in which data contained in the Data Package was generated or obtained. In addition to the payment to Warner described above, each Asian Partner shall be obligated to pay all expenses it incurs in conducting research and development activities with respect to any Product Configuration specifically and solely for obtaining Regulatory Approvals in Japan and/or any other country for which it has commercialization rights. [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED TEXT IS INDICATED BY A "*".
