Common use of Reports and Consultation Clause in Contracts

Reports and Consultation. 5.01 Sunesis shall report to Dainippon in writing annually, providing a summary of its activities under this Agreement with respect to the Major Market Countries during a calendar year (each, an “Annual Report”), within sixty (60) days after December 31 of the relevant calendar year. In addition, Sunesis agrees to provide Dainippon with such other summary of its activities under this Agreement as reasonably requested by Dainippon and agreed by Sunesis, which agreement shall not be unreasonably withheld (each, an “Additional Report”). 5.02 Prior to the commercial launch of the first Product, Sunesis shall include in the Annual Report and the Additional Report information regarding the progress during the relevant period of the Tests, and efforts, performed or undertaken by Sunesis, its Affiliates and, to the extent that Sunesis has the right to do so and such information is available to Sunesis, the Sublicensees, to obtain the Regulatory Approval of the Compounds and the Products in the Major Market Countries, and such other countries of the Territory as reasonably requested by Dainippon and agreed by Sunesis, which agreement shall not be unreasonably withheld, including the protocols as well as summaries of the results, in written and/or computerized form, of the major clinical studies within the Tests for the Major Market Countries hereunder initiated or completed during such period and any milestones achieved during such period, provided that Sunesis shall diligently seek to obtain such information relating to the Sublicensees from the Sublicensees as described in Section 2.05 above. The parties acknowledge that the aggregate burden on Sunesis of providing information with respect to the countries other than the Major Market Countries requested by Dainippon under this Section 5.02 (and other information requested under Section 9.04 below), in relation to the significance to Dainippon of obtaining such incremental information at the time of such request, shall be a factor in determining whether it would be reasonable for Sunesis to withhold its agreement to provide such information. In addition, each Annual Report provided to Dainippon under this Section 5.02 shall identify the primary CROs involved in the major clinical studies within the Tests conducted for the Major Market Countries during the period covered by such Annual Report. 5.03 After the commercial launch of the first Product, Sunesis shall include in the Annual Report information as specified in (a), (b), (c) and (d) below, and to the extent requested by Dainippon and agreed by Sunesis, which agreement shall not be unreasonably withheld, in the Additional Report the information as specified in (a) and (d) below: (a) the Net Sales and number of the Products sold in the relevant period by Sunesis, its Affiliates and the Sublicensees on a country-by-country basis, (b) a calculation of the royalties due on a country-by-country basis based on such Net Sales, (c) the total royalties so calculated and due Dainippon on a country-by-country basis, (d) the progress of any efforts in the relevant period to conduct further Tests or develop the Compounds and/or the Products in those countries in the Territory covered by Section 5.02 above in each case, to the extent the information is available and Sunesis has the right to provide the same, provided that Sunesis shall diligently seek to obtain such information. 5.04 In addition, Dainippon may request Sunesis to arrange a meeting between appropriate representatives of Dainippon and of Sunesis, its Affiliates and/or the Sublicensees to discuss in good faith the current status, prospect, strategy and other issues relating to the development and the Regulatory Approval of the Compounds and the Products as reflected in the Annual Report and/or the Additional Report and to discuss in good faith the way and strategy for optimizing the parties’ mutual success with respect to the Compounds and the Products. Sunesis shall make reasonable efforts to arrange such meeting as requested by Dainippon. Such meetings shall take place no more frequently than once per calendar year and shall be held at Sunesis’ or its Affiliate’s facilities at times convenient for Sunesis. Each party shall be responsible for its own costs in connection with such meetings.