Unassociated Document


    
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    LICENSE,
      DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

     

    BY
      AND BETWEEN

    


    ACURA
      PHARMACEUTICALS, INC. 

    


    AND

    


    KING
      PHARMACEUTICALS RESEARCH AND DEVELOPMENT, INC.

    


    
      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

       Securities
        and Exchange Commission. Omitted portions have been separated filed with
        the
        Commission.]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
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        OF CONTENTS

    

    

      
        	 	 	
                Page

              
	
                ARTICLE
                  1

              	
                DEFINITIONS

              	
                1

              
	
                ARTICLE
                  2

              	
                GRANTS

              	
                9

              
	
                2.1

              	
                License
                  Grants; Future Products

              	
                9

              
	
                2.2

              	
                Sublicense
                  Rights

              	
                11

              
	
                2.3

              	
                No
                  Implied Licenses

              	
                11

              
	
                2.4

              	
                Retained
                  Rights

              	
                11

              
	
                ARTICLE
                  3

              	
                GOVERNANCE

              	
                12

              
	
                3.1

              	
                Joint
                  Steering Committee

              	
                12

              
	
                3.2

              	
                Minutes
                  of Committee Meetings

              	
                14

              
	
                3.3

              	
                Expenses

              	
                14

              
	
                3.4

              	
                Initial
                  Meeting

              	
                14

              
	
                ARTICLE
                  4

              	
                DEVELOPMENT

              	
                14

              
	
                4.1

              	
                Product
                  A Development

              	
                14

              
	
                4.2

              	
                Product
                  B Development

              	
                15

              
	
                4.3

              	
                Future
                  Product Development and Product Line Extensions

              	
                16

              
	
                4.4

              	
                Development
                  Reports

              	
                17

              
	
                4.5

              	
                Development
                  Data

              	
                17

              
	
                4.6

              	
                Use
                  of Third Parties

              	
                17

              
	
                4.7

              	
                Diligence

              	
                17

              
	
                ARTICLE
                  5

              	
                REGULATORY
                  AFFAIRS

              	
                18

              
	
                5.1

              	
                Regulatory
                  Submissions and Approvals

              	
                18

              
	
                5.2

              	
                Pharmacovigilance

              	
                20

              
	
                5.3

              	
                Data
                  Access

              	
                20

              
	
                5.4

              	
                Participation
                  in Meetings in the United States

              	
                21

              
	
                ARTICLE
                  6

              	
                COMMERCIALIZATION

              	
                21

              
	
                6.1

              	
                Overview
                  and Diligence

              	
                21

              
	
                6.2

              	
                Commercialization
                  Plan

              	
                21

              
	
                6.3

              	
                Updates

              	
                21

              
	
                6.4

              	
                Expenses
                  and Responsibilities

              	
                21

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

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                6.5

              	
                Diligence

              	
                21

              
	
                6.6

              	
                Contract
                  Sales Organizations

              	
                22

              
	
                ARTICLE
                  7

              	
                PRODUCT
                  SUPPLY

              	
                22

              
	
                7.1

              	
                Supply
                  of Products

              	
                22

              
	
                7.2

              	
                Supply
                  of Product A

              	
                22

              
	
                ARTICLE
                  8

              	
                PAYMENTS
                  TO ACURA

              	
                23

              
	
                8.1

              	
                Upfront
                  Fee

              	
                23

              
	
                8.2

              	
                Milestone
                  Payments

              	
                23

              
	
                8.3

              	
                Development
                  Expenses

              	
                23

              
	
                8.4

              	
                Requirements
                  for King Reimbursement of Acura Development Expenses

              	
                24

              
	
                8.5

              	
                Invoices

              	
                24

              
	
                8.6

              	
                Future
                  Product Option Exercise

              	
                24

              
	
                ARTICLE
                  9

              	
                ROYALTIES

              	
                25

              
	
                9.1

              	
                Royalty
                  Payments

              	
                25

              
	
                ARTICLE
                  10

              	
                ACCOUNTING
                  AND AUDITING

              	
                27

              
	
                10.1

              	
                Currency

              	
                27

              
	
                10.2

              	
                Payments

              	
                27

              
	
                10.3

              	
                Taxes

              	
                28

              
	
                10.4

              	
                Accounting

              	
                28

              
	
                ARTICLE
                  11

              	
                PATENT
                  RIGHTS AND TRADEMARKS

              	
                29

              
	
                11.1

              	
                Ownership
                  of Inventions

              	
                29

              
	
                11.2

              	
                Prosecution
                  and Maintenance of Patent Rights

              	
                30

              
	
                11.3

              	
                Third
                  Party Infringement

              	
                31

              
	
                11.4

              	
                Patent
                  Invalidity Claim

              	
                32

              
	
                11.5

              	
                Claimed
                  Infringement

              	
                33

              
	
                11.6

              	
                Patent
                  Term Extensions

              	
                33

              
	
                11.7

              	
                Patent
                  Marking

              	
                33

              
	
                11.8

              	
                Trademarks

              	
                33

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

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                ARTICLE
                  12

              	
                CONFIDENTIAL
                  INFORMATION

              	
                34

              
	
                12.1

              	
                Treatment
                  of Confidential Information

              	
                34

              
	
                12.2

              	
                Exceptions
                  to Definition of Confidential Information

              	
                35

              
	
                12.3

              	
                Exceptions

              	
                35

              
	
                12.4

              	
                Previous
                  Confidentiality Agreement

              	
                36

              
	
                12.5

              	
                Publications

              	
                36

              
	
                12.6

              	
                Publicity

              	
                36

              
	
                ARTICLE
                  13

              	
                COVENANTS,
                  REPRESENTATIONS AND WARRANTIES

              	
                37

              
	
                13.1

              	
                Covenants
                  Not to Compete

              	
                37

              
	
                13.2

              	
                Mutual
                  Representations and Warranties

              	
                38

              
	
                13.3

              	
                Additional
                  Representations of Acura

              	
                39

              
	
                13.4

              	
                Additional
                  Representation of King

              	
                41

              
	
                13.5

              	
                Disclaimer
                  of Warranty

              	
                41

              
	
                13.6

              	
                Conditions
                  Precedent

              	
                41

              
	
                13.7

              	
                Existing
                  Liens; Negative Pledge

              	
                42

              
	
                13.8

              	
                Efforts
                  to Satisfy Conditions

              	
                42

              
	
                ARTICLE
                  14

              	
                INDEMNIFICATION
                  AND INSURANCE

              	
                42

              
	
                14.1

              	
                By
                  Acura

              	
                42

              
	
                14.2

              	
                By
                  King

              	
                43

              
	
                14.3

              	
                Procedure
                  for Indemnification

              	
                43

              
	
                14.4

              	
                Assumption
                  of Defense

              	
                44

              
	
                14.5

              	
                No
                  Consequential or Punitive Damages

              	
                44

              
	
                14.6

              	
                Insurance

              	
                44

              
	
                ARTICLE
                  15

              	
                HSR

              	
                45

              
	
                15.1

              	
                HSR

              	
                45

              
	
                ARTICLE
                  16

              	
                TERM
                  AND TERMINATION

              	
                45

              
	
                16.1

              	
                Term

              	
                45

              
	
                16.2

              	
                Termination
                  Prior to Closing

              	
                45

              
	
                16.3

              	
                Termination
                  by King

              	
                45

              
	
                16.4

              	
                Termination
                  by Acura

              	
                45

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
             

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                16.5

              	
                Termination
                  for Breach or Bankruptcy

              	
                46

              
	
                16.6

              	
                Patent
                  Challenge

              	
                46

              
	
                16.7

              	
                Consequences
                  of Termination

              	
                47

              
	
                16.8

              	
                Bankruptcy

              	
                48

              
	
                16.9

              	
                Survival
                  of Obligations

              	
                48

              
	
                ARTICLE
                  17

              	
                MISCELLANEOUS

              	
                49

              
	
                17.1

              	
                Governing
                  Law

              	
                49

              
	
                17.2

              	
                Compliance
                  with Law

              	
                49

              
	
                17.3

              	
                Force
                  Majeure

              	
                49

              
	
                17.4

              	
                Waiver

              	
                49

              
	
                17.5

              	
                Notices

              	
                49

              
	
                17.6

              	
                Relationship
                  of the Parties

              	
                50

              
	
                17.7

              	
                Entire
                  Agreement

              	
                50

              
	
                17.8

              	
                Headings

              	
                50

              
	
                17.9

              	
                Severability

              	
                50

              
	
                17.10

              	
                Assignment
                  and Transfer

              	
                51

              
	
                17.11

              	
                Successors
                  and Assigns

              	
                51

              
	
                17.12

              	
                Interpretation

              	
                51

              
	
                17.13

              	
                Counterparts

              	
                52

              
	
                17.14

              	
                Further
                  Actions

              	
                52

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

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    LICENSE,
      DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

     

    This
      LICENSE, DEVELOPMENT and COMMERCIALIZATION AGREEMENT (this “Agreement”),
      having a date of October 30, 2007 (the “Execution Date”),
      is
      made by and between Acura Pharmaceuticals, Inc. (“Acura”),
      a New
      York corporation, having its principal place of business at 616 N. North Court,
      Suite 120, Palatine, IL 60067, and King Pharmaceuticals Research and
      Development, Inc. (“King”),
      a
      Delaware corporation and wholly owned subsidiary of King Pharmaceuticals, Inc.,
      having a place of business at 4000 CentreGreen Way, Cary, NC 27513.

     

    RECITALS

     

    WHEREAS,
      Acura
      has developed Aversion® Technology (as defined herein) and related products
      intended to deter pharmaceutical product abuse;

     

    WHEREAS,
      King
      has expertise in the development, manufacture and commercialization of
      pharmaceutical products; and

     

    WHEREAS,
      King
      desires to secure rights to further develop, manufacture, use and commercialize
      certain products and Acura desires to grant such rights, each pursuant to the
      terms and conditions of this Agreement.

     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants and promises contained in this Agreement
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, Acura and King agree as follows:

     

    ARTICLE
      1

     

    DEFINITIONS

     

    As
      used
      in this Agreement, the following terms, whether used in the singular or plural,
      shall have the following meanings:

     

    1.1 “Acura
      Development Expenses”
shall
      have the meaning given in Section 8.3.

     

    1.2 “Acura
      Indemnitees”
shall
      have the meaning given in Section 14.2.

     

    1.3 “Acura
      Sole Inventions”
shall
      have the meaning given in Section 11.1(a).

     

    1.4 “Affiliate”
of
      a
      Party means any person, whether de jure or de facto, which directly or
      indirectly controls, is controlled by, or is under common control with such
      person for so long as such control exists, where “control” means the
      decision-making authority as to such person and, further, where such control
      shall be presumed to exist where a person owns more than fifty percent (50%)
      of
      the equity (or such lesser percentage which is the maximum allowed to be owned
      by a foreign corporation in a particular jurisdiction) having the power to
      vote
      on or direct the affairs of the entity. 

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the 

    Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

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    1.5 “ANDA”
means
      an abbreviated new drug application and any amendments thereto submitted to
      the
      FDA.

     

    1.6 “Applicable
      Royalty Rate”
shall
      have the meaning given in Section 9.1.

     

    1.7 “Aversion®
      Composition”
means
      a
      composition having [***].

     

    1.8 “Aversion®
      Invention”
shall
      have the meaning given in Section 11.1.

     

    1.9 “Aversion®
      Patent Rights”
means
      the patents and patent applications set forth on Schedule 1.9
      as well
      as those identified in Section 11.1(d) and any patents and patent applications
      claiming the Aversion Composition owned or controlled by Acura or its Affiliates
      during the Term, issued patents resulting from such applications, and all
      divisions, continuations, substitutions, reissues, extensions, registrations,
      patent term extensions and renewals of the foregoing.

     

    1.10 “Aversion®
      Technology”
means
      the technology reflected in the Aversion Patent Rights, the inventions
      identified in Section 11.1(d) and all know-how, trade secrets, and proprietary
      information developed, owned or controlled by Acura or its Affiliates on the
      Execution Date or any time during the Term relating to any Aversion Composition
      or a Product.

     

    1.11 “Bankruptcy
      Code”
shall
      have the meaning given in Section 16.8.

     

    1.12 “Breaching
      Party”
shall
      have the meaning given in Section 16.5(a).

     

    1.13 “Bundling”
means
      discounting the price of any Product as part of any quantity purchase program,
      disease management programs or similar programs based on purchase of multiple
      products offerings such that the applicable rebate, discount, other form of
      reimbursement for, or the price of, such Product in such arrangement is
      inconsistent with the rebate, discount, or other form of reimbursement for,
      or
      price of, such Product when sold separately.

     

    1.14 “cGCP”
means
      current Good Clinical Practices (a) as promulgated under 21 C.F.R. Parts 11,
      50,
      54, 56, 312, and 314, as the same may be amended or re-enacted from time to
      time
      and (b) required by law in countries other than the United States where clinical
      studies are conducted.

     

    1.15 “cGLP”
means
      current Good Laboratory Practices (a) as promulgated under 21 C.F.R. Part 58,
      as
      the same may be amended or re-enacted from time to time and (b) as required
      by
      law in countries other than the United States where non-clinical laboratory
      studies are conducted.

     

    1.16 “cGMP”
means
      current Good Manufacturing Practices (a) as promulgated under 21 C.F.R. Parts
      210 and 211, as the same may be amended or re-enacted from time to time and
      (b)
      as required by law in countries other than the United States where
      pharmaceutical product manufacturing is conducted.

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the 

    Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    1.17 “Calendar
      Quarter”
      means for
      each
      Calendar Year, each of the three calendar month periods ending March 31,
      June 30, September 30 and December 31; provided,
      however,
      that the
      first calendar quarter for the first Calendar Year shall extend from the
      Effective Date to December 31, 2007 and the last calendar quarter for the last
      Calendar Year shall extend from the beginning of the last complete calendar
      quarter to the effective date of expiration or termination of this
      Agreement.

     

    1.18 “Calendar
      Year”
means,
      (a) for the first calendar year, the period commencing on the Effective Date
      and
      ending on December 31, 2007, (b) for each successive calendar year, the
      period beginning on January 1 and ending twelve (12) consecutive calendar
      months later on December 31, and (c) for the calendar year in which this
      Agreement is terminated or expires, the period beginning on January 1 of such
      calendar year and ending on the effective date of the termination or expiration
      of this Agreement.

     

    1.19 “Change
      of Control”
means,
      with respect to any Party, the consummation of any transaction of the following
      events: (a) any Third Party (or group of Third Parties acting in concert)
      becomes the beneficial owner, directly or indirectly, of more than fifty percent
      (50%) of the total voting power of the stock then outstanding of such Party
      normally entitled to vote in elections of directors; (b) such Party consolidates
      with or merges into another corporation or entity, or any corporation or entity
      consolidates with or merges into such Party, in either event pursuant to a
      transaction in which more than fifty percent (50%) of the total voting power
      of
      the stock outstanding of the surviving entity normally entitled to vote in
      elections of directors is not held by the parties holding at least fifty percent
      (50%) of the outstanding shares of such Party immediately preceding such
      consolidation or merger; (c) such Party conveys, transfers or leases all or
      substantially all of its assets, or (d) any other arrangement whereby a Third
      Party controls or has the right to control the board of directors or equivalent
      governing body that has the ability to cause the direction of the management
      or
      policies of such Party.

     

    1.20 “Claim”
shall
      have the meaning given in Section 14.1.

     

    1.21 “Commercialization
      Plan”
shall
      have the meaning given in Section 6.2.

     

    1.22 “Commercialize”
means,
      with respect to a Product, any and all activities directed to marketing,
      advertising, promoting, detailing, distributing, offering for sale and selling
      a
      Product. When used as a verb, “Commercialize” means to engage in
      Commercialization.

     

    1.23 “Commercially
      Reasonable Efforts”
means
      with respect to a Party, the efforts and resources which would be used
      (including the promptness in which such efforts and resources would be applied)
      by that Party consistent with its normal business practices, which in no event
      shall be less than the level of efforts and resources standard in the
      pharmaceutical industry for a company similar in size and scope to such Party,
      with respect to a product or potential product at a similar stage in its
      Development or product life cycle taking into account efficacy, safety,
      commercial value, the competitiveness of alternative products of Third Parties
      that are in the marketplace, and the patent and other proprietary position
      of
      such product.

     

    1.24 “Competitive
      Infringement”
shall
      have the meaning given in Section 11.3(a).

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the 

    Securities
      and Exchange Commission. Omitted portions have been
separately
      filed with the Commission.]

     

    
      
        
        

      

      
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    1.25 “Confidential
      Information”
shall
      have the meaning given in Section 12.1.

     

    1.26 “Cover”,
      “Covering”
      or “Covered”
means,
      with respect to a product or with respect to technology, that, in the absence
      of
      a license granted under a Valid Claim, the making, use, offering for sale,
      sale,
      or importation of such product or the practice of such technology would infringe
      such Valid Claim. 

     

    1.27 “Development”
means
      non-clinical (including pre-clinical) and clinical drug development activities,
      including formulation development and optimization, stability testing,
      laboratory analysis and testing, toxicology studies, statistical analysis and
      report writing, conducting clinical trials for the purpose of obtaining or
      maintaining Regulatory Approval (including post-marketing studies) and
      regulatory affairs related to all of the foregoing. Development shall include
      all studies primarily intended to support or maintain a product label or obtain
      any product labeling change. When used as a verb, “Develop” and “Developing”
mean to engage in Development.

     

    1.28 “Development
      Plan”
shall
      have the meaning given in Section 4.3(c).

     

    1.29 “Disclosing
      Party”
shall
      have the meaning given in Section 12.1.

     

    1.30 “DoJ”
shall
      have the meaning given in Section 15.1.

     

    1.31 “Domain
      Name”
means
      all domain names and domain name registrations incorporating or utilizing any
      Trademark.

     

    1.32 “Effective
      Date”
means
      the date on which all conditions precedent set forth in Section 13.6 are
      satisfied.

     

    1.33 “Execution
      Date”
shall
      have the meaning given in the first paragraph hereof.

     

    1.34 “Existing
      Liens”
means
      the liens securing Acura’s obligations under that certain Loan Agreement dated
      as of March 29, 2000, as amended to date, between Acura and Galen Partners
      III,
      L.P. (as assignee of Watson Pharmaceuticals, Inc. and as Agent under that
      certain Noteholders Agreement dated as of February 6, 2004 by and among Acura,
      Galen Partners III, L.P. and the other signatories thereto) including Acura’s
      obligations under (i) the Secured Promissory Note dated as of December 20,
      2002,
      as amended to date, payable to Galen Partners III, L.P., as agent, in the
      principal amount of $5 million, and (ii) all security agreements, collateral
      assignments, pledge agreements and mortgage agreements executed by Acura and
      Acura Pharmaceutical Technologies, Inc., its wholly-owned subsidiary, in
      connection with such Loan Agreement pursuant to which Acura and Acura
      Pharmaceutical Technologies, Inc. have granted in favor of Galen Partners III,
      L.P., as agent, a lien on all assets, tangible and intangible, of Acura and
      Acura Pharmaceutical Technologies, Inc. (collectively, such Loan Agreement,
      such
      Noteholders Agreement, such Secured Promissory Note and all such security
      agreements, collateral assignments, pledge agreements and mortgage agreements,
      the “Acura
      Loan Agreements”).

     

    1.35 “Expiration
      Date”
shall
      have the meaning given in Section 16.1.

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the

     Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    1.36 “FDA”
means
      the United States Food and Drug Administration.

     

    1.37 “Field”
means
      all present and future indications, as a human therapeutic, for use of the
      Products for the treatment of pain.

     

    1.38 “First
      Commercial Sale”
means
      the date of the first invoice for a Product to a Third Party resulting in Net
      Sales in any country in the Territory.

     

    1.39 “FTC”
shall
      have the meaning given in Section 15.1.

     

    1.40 “Future
      Product” means
      all
      orally administered pharmaceutical products [***]
      for
      human use, containing [***]
      in any
      strength, plus the Aversion® Composition [***]
      for
      Commercialization in the Field in the Territory (other than Product A and
      Product B), in each case other than any Product Line Extension.

    


    1.41 “Future
      Product Development Plan”
shall
      have the meaning given in Section 4.3(c).

     

    1.42 “Future
      Product Option”
shall
      have the meaning given in Section 2.1(e).

     

    1.43 “Future
      Product Option Term”
shall
      have the meaning given in Section 8.6(a).

     

    1.44 “GAAP”
shall
      mean United States generally accepted accounting principles consistently
      applied.

     

    1.45 “HSR
      Act”
means
      the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
      rules and regulations promulgated thereunder.

     

    1.46 “IND”
means
      an Investigational New Drug Application and any amendments thereto submitted
      to
      the FDA.

     

    1.47 “Indemnified
      Party”
shall
      have the meaning given in Section 14.3(a).

     

    1.48 “Indemnifying
      Party”
shall
      have the meaning given in Section 14.3(a).

     

    1.49 “Invalidity
      Claim”
shall
      have the meaning given in Section 11.4.

     

    1.50 “Joint
      Invention”
shall
      have the meaning given in Section 11.1(b).

     

    1.51 “Joint
      Press Release”
shall
      have the meaning given in Section 12.6.

     

    1.52 “Joint
      Steering Committee”
or
      “JSC”
shall
      have the meaning given in Section 3.1.

     

    1.53 “King
      Indemnitees”
shall
      have the meaning given in Section 14.1.

     

    1.54 “King
      Sole Inventions”
shall
      have the meaning given in Section 11.1(a).

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the 

    Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    1.55 “King’s
      Covenant”
shall
      have the meaning given in Section 13.1(b).

     

    1.56 “Litigation
      Condition”
shall
      have the meaning given in Section 14.3(b).

     

    1.57 “Losses”
means
      any and all damages (including all incidental, consequential, statutory and
      treble damages), awards, deficiencies, settlement amounts, defaults,
      assessments, fines, dues, penalties, costs, fees, liabilities, obligations,
      taxes, liens, losses, lost profits and expenses (including court costs, interest
      and reasonable fees of attorneys, accountants and other experts) required to
      be
      paid to Third Parties with respect to a claim as to which a Party is entitled
      to
      indemnification under Article 14, by reason of any judgment, order, decree,
      stipulation or injunction, or any settlement entered into in accordance with
      the
      provisions of this Agreement, together with all documented out-of-pocket costs
      and expenses incurred in complying with any judgments, orders, decrees,
      stipulations and injunctions that arise from or relate to a claim of a Third
      Party.

     

    1.58 “NDA”
means
      a
      new drug application or supplemental new drug application and any amendments
      thereto submitted to the FDA.

     

    1.59 “Net
      Sales”
means
      the gross amount invoiced by King, its Affiliates or sublicensees, to Third
      Parties for sale of Products, less, to the extent deducted by King from such
      gross invoice amount the following amounts, all in accordance with
      GAAP:

     

    (a) trade
      or
      cash discounts for prompt payment to the extent actually allowed;

     

    (b) promotional
      allowances to the extent actually allowed;

     

    (c) price
      adjustments to the extent actually allowed;

     

    (d) quantity
      discounts (excluding any discounts relating to Bundling taken by King or its
      Affiliates);

     

    (e) amounts
      accrued or actually paid for chargebacks;

     

    (f) amounts
      accrued or actually paid for rebates, including any and all non-government
      and
      government rebates, such as Medicaid and Medicare rebates;

     

    (g) amounts
      accrued or actually refunded due to rejected, spoiled, damaged, outdated, short
      dated, or returned Product; 

     

    (h) sales
      and
      other excise taxes and duties or similar governmental charges levied on such
      sale, to the extent such items are included in the gross amount
      invoiced;

     

    (i) freight,
      shipment and transportation costs incurred in distributing Products to a Third
      Party purchaser to the extent such amounts are included in the gross amount
      invoiced; and

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the

     Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    (j) fees
      associated with inventory management paid by King, its Affiliates or
      sublicensees to wholesalers or distributors provided that (i) such fees are
      allocated directly to the Products and in no event exceed the fee for other
      similar or similarly scheduled controlled substance products sold by King,
      its
      Affiliates or sublicensees to such wholesaler or distributor and (ii) King,
      its
      Affiliates or sublicensees deduct such fees when accounting for net sales as
      reported by such entities in their public filings to the Securities and Exchange
      Commission.

     

    If
      any
      Products are sold to Third Parties in transactions that are not at arm’s length
      between the buyer and seller, or for consideration other than cash, then the
      gross amount to be included in the calculation of Net Sales for such sales
      shall
      be the amount that would have been invoiced had the transaction been conducted
      at arm’s length, which amount shall be determined, whenever possible, by
      reference to the average selling price of the relevant Product in arm’s-length
      transactions in the country of sale at the time of sale.

     

    1.60 “Non-Breaching
      Party”
shall
      have the meaning given in Section 16.5(a).

     

    1.61 “Notice”
shall
      have the meaning given in Section 12.5(b).

     

    1.62 “Party”
means
      Acura or King, and “Parties” means Acura and King.

     

    1.63 “Patent
      Challenge”
shall
      have the meaning given in Section 16.6.

     

    1.64 “Phase
      III Clinical Trial”
means
      a
      human clinical trial that is prospectively designed to statistically demonstrate
      that a product is safe and effective for use in humans in the indication being
      investigated in a manner sufficient to obtain Regulatory Approval to
      Commercialize such product for patients having the disease or condition being
      studied as described in 21 C.F.R. §312.21, or an equivalent clinical trial in a
      country in the Territory other than the United States.

     

    1.65 “Product”
means
      any of (i) Product A, (ii) Product B, (iii) any Future Product for which King
      has timely exercised its Future Product Option, and (iv) any potential Future
      Product with respect to which a Party is undertaking Proof of Concept
      Development activities (provided that any such potential Future Product shall
      cease to be a Product if King does not exercise its Future Product Option within
      the Future Product Option Term); and “Products”
shall
      mean all of the foregoing to the extent the same have not been terminated from
      this Agreement. Each Product shall also include any Product Line Extension
      thereto. 

     

    1.66 “Product
      A”
means
      [***]
      pharmaceutical product for human use, intended for oral administration in
[***]:
      oxycodone HCl [***]
      with
      each tablet containing the Aversion® Composition [***].

    


    1.67 “Product
      A Development Plan”
shall
      have the meaning given in Section 4.1(a).

     

    1.68 “Product
      B”
means
      [***]
      pharmaceutical product for human use, intended for oral administration
[***].

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the 

    Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    1.69 “Product
      B Development Plan”
shall
      have the meaning given in Section 4.2(d).

     

    1.70 “Product
      C”
means
      [***]
      Future
      Product [***]. 

     

    1.71 “Product
      D”
means
      [***]
      Future
      Product [***].

     

    1.72 “Product
      Line Extension”
with
      respect to Product A, Product B or a Future Product for which King has timely
      exercised its Future Product Option, shall mean additional dosage strengths
      of
      active analgesic ingredients, [***]
      change
      of dosage form (color, size, shape, coating and/or tablet/capsule identification
      markings), changes from capsules to tablets or tablets to capsules, and
      reformulation and/or other modification of such Product which is necessary
      (a)
      to achieve and/or maintain Regulatory Approval for such Product, or (b) for
      safety reasons for such Product.

     

    1.73 “Product
      Line Extension Development Plan”
shall
      have the meaning given in Section 4.3(d).

     

    1.74 “Projected
      Annual Net Sales”
shall
      have the meaning given in Section 9.1.

     

    1.75 “Proof
      of Concept”
means,
      in relation to a Future Product, documented completion of the following studies
      in accordance with cGCP and/or cGLP and/or cGMP, as applicable: (a) a
      pharmacokinetic study with [***]
      demonstrating an area under the curve (“AUC”)
      of
[***]
      and the
      geometric mean ratio of the AUC point estimate for each analgesic active
      ingredient in such Future Product is within [***]
      of the
      applicable Orange Book reference listed strength of such Future Product; and
      (b)
      stability studies and data, including a 4-point dissolution profile for
[***]
      products
      and a 5-point dissolution profile for [***]
      products
      consistent with current ICH guidelines under one or more of the following
      conditions [***].

     

    1.76 “Publishing
      Party”
shall
      have the meaning given in Section 12.5(a).

     

    1.77 “Receiving
      Party”
shall
      have the meaning given in Section 12.1.

     

    1.78 “Regulatory
      Approval”
means
      any approvals (including pricing and reimbursement approvals), licenses,
      registrations or authorizations of any national or international or local
      regulatory authority, department, bureau or other governmental entity, necessary
      for the manufacture, marketing, distribution and sale of a Product in a
      regulatory jurisdiction in the Territory.

     

    1.79 “Sale
      of the Field Business”
means,
      with respect to King, any sale, divestment or other transfer of all or
      substantially all of King’s then existing assets or business relating to
      products in the Field, whether by asset sale, de-merger, spin-out, public
      offering, reorganization or otherwise, and whether such sale, divestment or
      other transfer is to a Third Party.

     

    1.80 “Sole
      Inventions”
shall
      have the meaning given in Section 11.1(a).

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the

     Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    1.81 “Term”
means
      the term of this Agreement, as more fully described in
      Section 16.1.

     

    1.82 “Territory”
means
      United States, Canada and Mexico.

     

    1.83 “Third
      Party”
means
      a
      person or entity other than (i) Acura or any of its Affiliates or (ii) King
      or
      any of its Affiliates. 

     

    1.84 “Third
      Party Claim”
shall
      have the meaning given in Section 14.3(a).

     

    1.85 “Third
      Party Supplier”
shall
      have the meaning given in Section 7.2(b).

     

    1.86 “Trademarks”
means
      Aversion®, AcuroxTM, and AcuracetTM including all registrations relating to such
      trademarks as may be issued by the United States Patent and Trademark Office,
      and any stylized typographical treatments thereof, logo design incorporating
      such trademarks, or other variants thereof, including all common law trademark
      and registered trademark rights therein.

     

    1.87 “Trademark
      Infringement Claim”
shall
      have the meaning given in Section 11.8(d).

     

    1.88 “Trademark
      Infringement Notice”
shall
      have the meaning given in Section 11.8(d).

     

    1.89 “United
      States”
means
      the United States of America, its possessions and territories, including Puerto
      Rico.

     

    1.90 “U.S.
      Prime Rate”
means
      the base interest rate on corporate loans as published in the Wall Street
      Journal. 

     

    1.91 “Valid
      Claim”
      means
      a
      claim in an Aversion Patent Right that Covers a Product and with respect to
      which none of the following ((i), (ii) or (iii)) apply: (i) has been held
      permanently revoked, unenforceable or invalid in the Territory by a final
      unappealable decision of a court or government agency of competent jurisdiction
      over such claim, (ii) has been admitted to be invalid or unenforceable through
      disclaimers, consent decrees or otherwise or (iii) in the case of a patent
      application, has been pending for more than seven (7) years after the filing
      of
      its first priority application.

     

    ARTICLE
      2

     

    GRANTS

     

    2.1 License
      Grants; Future Products.

     

    (a) Subject
      to the terms and conditions of this Agreement, Acura hereby grants to King
      an
      exclusive (even as to Acura and its Affiliates) royalty-bearing license under
      the Aversion Technology to Develop, manufacture, have manufactured, import,
      use
      and Commercialize Products in the Field in the Territory (including the right
      to
      conduct clinical Development of the Products outside the Territory in support
      of
      Development and Commercialization of such Products in the Territory), including
      the right to grant sublicenses in accordance with Section 2.2.

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the 

    Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    (b) Subject
      to the terms and conditions of this Agreement, Acura hereby grants to King
      an
      exclusive (even as to Acura and its Affiliates) royalty-bearing license under
      the Aversion Technology (including foreign counterparts and equivalents of
      patent rights to the extent any exist) to manufacture and have manufactured
      Products outside the Territory in order to import, use and Commercialize
      Products in the Field in the Territory, including the right to grant sublicenses
      in accordance with Section 2.2.

     

    (c) Subject
      to the terms and conditions of this Agreement, Acura hereby grants to King
      an
      exclusive (even as to Acura and its Affiliates) royalty-bearing license to
      use
      the Trademarks to Commercialize (including to advertise, promote and distribute)
      the Products in the Field in the Territory.

     

    (d) Subject
      to the terms and conditions of this Agreement, an exclusive (even as to Acura
      and its Affiliates), royalty-bearing license to exploit the Domain Names in
      connection with the Products.

     

    (e) Other
      than as may be required with respect to a potential Future Product with respect
      to which King is undertaking Proof of Concept Development activities pursuant
      to
      and as permitted by Section 2.1(f), King shall not practice the license rights
      granted above in this Section 2.1(a) through (d) (inclusive) with respect to
      a
      Future Product, unless and until King has timely exercised its Future Product
      Option rights with respect to such Future Product. Acura hereby grants to King,
      with respect to each potential Future Product, an option (a “Future
      Product Option”)
      to
      practice the license rights granted above in this Section 2.1(a) through (d)
      (inclusive) with respect to such potential Future Product in addition to all
      other then current Products. King has the right to exercise its rights under
      each Future Product Option commencing on the Effective Date and ending at the
      conclusion of the applicable Future Product Option Term.

     

    (i) King
      may exercise its Future Product Option for a designated Future Product by (1)
      giving Acura written notice to such effect prior to the expiration of the Future
      Products Option Term specifying the Future Product(s) for which King is
      exercising such Future Product Option, and (ii) making payment to Acura of
      either (A) the payment specified in Section 8.6(a)(i) and/or (B) the
      payment specified in Section 8.6(a)(ii).

     

    (ii) If
      King
      has exercised its Future Product Option for any Future Product, then, subject
      to
      the terms and conditions of this Agreement, immediately and automatically
      thereafter such Future Product shall no longer be subject to the restriction
      imposed by the first sentence of this Section 2.1(e).

     

    (iii) If
      King
      declines to exercise its Future Product Option pursuant to this Section 2.1(e)
      for a given potential Future Product, King shall relinquish its right to license
      that potential Future Product; and all rights to such relinquished potential
      Future Product shall be retained by Acura.

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the

     Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    (f) Either
      Acura or King may propose by giving notice to the other Party that Proof of
      Concept Development be conducted with respect to a potential Future Product.
      If
      the Parties mutually agree in writing within sixty (60) days of such activities
      first being proposed, then Acura shall undertake such activities pursuant to
      Section 4.3. If the Parties do not reach agreement within such sixty (60) day
      period, then King shall have the right to undertake Proof of Concept Development
      on its own at its own cost and expense. In such case, King shall (i) provide
      written notice to Acura of its election to pursue such Proof of Concept
      Development not later than ten (10) days following the expiration of the sixty
      (60) day period provided above and (ii) provide Acura with the progress and
      results of the Proof of Concept Development in the form and detail to be
      provided by Acura to King when Acura performs Proof of Concept Development
      relating to a potential Future Product.

     

    2.2 Sublicense
      Rights.
      The
      rights and licenses granted to King pursuant to Section 2.1 include the right
      of
      King to grant sublicenses: (a) to Third Parties only after obtaining the prior
      written approval of Acura for such sublicense, which approval shall not be
      unreasonably withheld; and (b) to Affiliates of King. If King grants such a
      sublicense permitted hereunder, King shall cause all of the applicable terms
      and
      conditions of this Agreement to apply to the Affiliate or Third Party
      sublicensee to the same extent as they apply to King for all purposes. King
      shall assume full responsibility for the performance of all obligations and
      observance of all terms so imposed on such Affiliate or Third Party sublicensee
      and shall itself account to Acura and make all payments due to Acura under
      this
      Agreement by reason of such sublicense.

     

    2.3 No
      Implied Licenses.
      Except
      as expressly provided in this Agreement, neither Party grants to the other
      Party
      any right or license in any intellectual property right, whether by implication,
      estoppel or otherwise. No implied licenses are granted under this Agreement.
      Each Party hereby covenants and agrees not to use or sublicense any of its
      rights under the licenses set forth in this Article 2 except as expressly
      permitted in this Agreement.

     

    2.4 Retained
      Rights.
      Any
      rights of Acura not expressly granted to King under the provisions of this
      Agreement shall be retained by Acura including with respect to Acura rights
      to
      use the Trademarks not licensed to King hereunder and, subject to Article 12,
      to
      use the Trademarks in all public disclosures regarding Acura and the Products.
      Notwithstanding anything else contained herein to the contrary, Acura at all
      times reserves a co-exclusive right under the Aversion Technology as is
      necessary to allow Acura to Develop, manufacture and package Products for the
      benefit of King in connection with Acura fulfilling its obligations under this
      Agreement.

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the 

    Securities
      and Exchange Commission. Omitted portions have been
separately
      filed with the Commission.]

     

    
      
        
        

      

      
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    ARTICLE
      3

     

    GOVERNANCE

     

    3.1 Joint
      Steering Committee.

     

    (a) Establishment
      and Composition.
      Within
      five (5) business days after the Effective Date, the Parties shall establish
      a
      joint steering committee (the “Joint
      Steering Committee”),
      which
      shall consist of at least two (2) members from each Party being at least at
      a
      vice president level and not more than four (4) members in total from each
      Party. Each of Acura and King may replace any or all of its representatives
      on
      the Joint Steering Committee at any time upon written notice to the other Party.
      A Party may designate a substitute to temporarily attend and perform the
      functions of such Party’s designee at any meeting of the Joint Steering
      Committee. Acura and King each may, on advance written notice to the other
      Party, invite non-member representatives of such Party to attend meetings of
      the
      Joint Steering Committee. The Joint Steering Committee shall be chaired by
      a
      representative of King. The chairperson shall appoint a secretary of the Joint
      Steering Committee, who shall be a representative of King.

     

    (b) Responsibilities.
      The
      Joint Steering Committee shall have the following responsibilities and
      decision-making authority and perform the following functions relating to
      Products and Future Products pursuant to this Agreement:

     

    (i) Discuss,
      facilitate and coordinate the exchange of information between the
      Parties;

     

    (ii) Discuss
      and review: (A) Product Development strategies, (B) prioritization of
      Development of Products, and (C) the preparation and implementation of the
      Development Plans including the status of material activities and budgets under
      such plans and any material amendment to the Development Plans;

     

    (iii) Discuss
      and review: (A) Commercialization strategies, and (B) the preparation and
      implementation of the Commercialization Plans for the Products including the
      progress of material activities under such Plan and any material amendments
      to
      any Commercialization Plan;

     

    (iv) Establishment
      of separate subcommittees of this Joint Steering Committee (populated by the
      same or different representatives of the Parties) as the Parties mutually find
      to be useful from time to time relating to the different development,
      regulatory, commercialization and supply matters arising during the
      Term;

     

    (v) Discuss
      and review regulatory strategies and submissions, Product labeling strategies
      and related activities; 

     

    (vi) Discuss
      and review Product supply strategies;

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the

     Securities
      and Exchange Commission. Omitted portions have been separately
      filed with the Commission.]

     

    
      
        
        

      

      
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    (vii) Decision-making
      with respect to practical day-to-day implementation matters, provided no such
      decision or decision-making shall in any event allocate to a Party or otherwise
      create or affect any material right, obligation or commitment relating to this
      Agreement;

     

    (viii) In
      accordance with the procedures established in Section 3.1(d), resolve disputes,
      disagreements and deadlocks between the Parties; and 

     

    (ix) Have
      such
      other responsibilities as may be mutually agreed in writing by the Parties
      from
      time to time.

     

    (c) Meetings.
      Except
      in Calendar Year 2007, the Joint Steering Committee shall meet at least four
      (4)
      times during every Calendar Year of which at least two (2) times during every
      Calendar Year shall be in person, and more frequently as the Parties deem
      appropriate, on such dates, and at such places and times, as the Parties shall
      agree. Meetings of the Joint Steering Committee that are held in person shall
      be
      at the Bridgewater, NJ office of King, or such other place as such Parties
      may
      agree. The members of the Joint Steering Committee also may convene or be polled
      or consulted from time to time by means of telecommunications, video
      conferences, electronic mail or correspondence, as deemed necessary or
      appropriate.

     

    (d) Decision-Making.

     

    (i) The
      Joint
      Steering Committee may make decisions with respect to such matters set forth
      in
      Section 3.1(b). Except as specified in Section 3.1(d)(ii) and (iii), all
      decisions of the Joint Steering Committee shall be made by unanimous vote,
      with
      Acura and King each having, collectively, among its respective members, one
      vote
      in all decisions. 

     

    (ii) With
      respect to any issue, if the Joint Steering Committee cannot reach consensus
      within ten (10) business days after the matter has been brought to the Joint
      Steering Committee’s attention, then such issue shall be referred to the Chief
      Executive Officer of each Party for resolution. If the Chief Executive Officers
      cannot resolve the issue within ten (10) business days after the matter has
      been
      brought to their attention, such matter shall be resolved in accordance with
      Section 3.1(d)(iii).

     

    (iii) Notwithstanding
      anything contained herein to the contrary, and subject to King’s consideration
      in good faith of the views of Acura, King shall have final decision-making
      authority on all budgetary matters, all regulatory matters, Development matters
      and all Commercialization matters with respect to: (a) Product A, (b) Product
      B;
      and (c) the Future Products for which King has timely exercised the relevant
      Future Product Option for such Future Product; provided, however, that such
      authority shall be subject to Acura’s consent to material amendments or updates
      to the initial Product A Development Plan and related budget; and provided,
      further, that Acura shall not be required to provide resources or expertise
      beyond its reasonable capabilities, notwithstanding the fact that King is
      required to reimburse Acura Development Expenses. Acura shall have final
      decision-making authority on all matters with respect to any potential Future
      Products unless and until the date King timely exercises the applicable Future
      Product Option for such Future Product. 

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the 

    Securities
      and Exchange Commission. Omitted portions have been separately
      filed with the Commission.]

     

    
      
        
        

      

      
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    3.2 Minutes
      of Committee Meetings.
      Definitive minutes of the Joint Steering Committee meetings shall be finalized
      no later than ten (10) business days after the meeting to which the minutes
      pertain as follows:

     

    (a) Distribution
      of Minutes.
      Within
      three (3) business days after a Joint Steering Committee meeting, the secretary
      of the Joint Steering Committee shall prepare and distribute to all members
      of
      the Joint Steering Committee draft minutes of the meeting. Such minutes shall
      summarize the discussions and decisions at each meeting.

     

    (b) Review
      of Minutes.
      The
      members of the Joint Steering Committee shall have three (3) business days
      after
      receiving such draft minutes to collect comments thereon and provide them to
      the
      secretary of the Joint Steering Committee.

     

    (c) Finalizing
      Minutes.
      Upon
      the expiration of such second three (3) business day period, King shall have
      an
      additional four (4) business days to review and incorporate, as may be
      appropriate, Acura’s comments and then to finalize the minutes. Any dispute in
      the wording of the minutes shall be reflected therein.

     

    3.3 Expenses.
      Each
      Party shall be responsible for all travel and related costs and expenses for
      its
      members and other representatives to attend meetings of, and otherwise
      participate on, the Joint Steering Committee.

     

    3.4 Initial
      Meeting.
      Within
      ten (10) business days after the Effective Date, the Parties shall convene
      an
      initial meeting of the Joint Steering Committee representatives. The objectives
      of the initial meeting shall include without limitation introducing the various
      committee members, informing such committee members of their responsibilities
      in
      connection with this Agreement, and providing such committee members with
      pertinent information concerning this Agreement to enable the Joint Steering
      Committee to become fully operational as soon as reasonably
      practicable.

     

    ARTICLE
      4

     

    DEVELOPMENT

     

    4.1 Product
      A Development.

     

    (a) The
      initial Product A Development plan including budget (“Product
      A Development Plan”)
      is
      attached to this Agreement as Schedule
      4.1(a).
      Any
      material amendments or updates to the Product A Development Plan shall require
      the written agreement of the Parties.

     

    (b) Acura
      shall be responsible for and shall use Commercially Reasonable Efforts in
      conducting all Development for Product A, in accordance with the Product A
      Development Plan, through Regulatory Approval by the FDA of the NDA for Product
      A.

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the

     Securities
      and Exchange Commission. Omitted portions have been separately
      filed with the Commission.]

     

    
      
        
        

      

      
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    (c) At
      all
      times during Acura’s conduct of Development activities for Product A through
      Regulatory Approval by the FDA of the NDA for Product A, Acura shall: (i) keep
      King fully informed and provide copies of all material communications to and
      from the FDA and other regulatory authorities in the Territory regarding Product
      A and/or the Aversion Technology as it relates to Product A, (ii) provide to
      King advance copies of all filings and material correspondence to be provided
      by
      Acura to the FDA and other regulatory authorities in the Territory regarding
      Product A and/or the Aversion Technology as it relates to Product A such that
      King shall have a reasonable amount of time to review and comment on such
      filings and correspondence, (iii) consider in good faith (and if reasonably
      requested by King in writing, Acura must adopt) all comments, changes and
      suggestions made by King in writing as comments to such filings and
      correspondence, (iv) include representatives of King in all in-person meetings
      with the FDA and, to the extent practical, all material telephonic meetings
      with
      the FDA and other regulatory authorities in the Territory regarding Product
      A
      and/or the Aversion Technology as it relates to Product A and to the extent
      allowed by such regulatory authority, and (v) consider in good faith (and if
      reasonably requested by King in writing, Acura must adopt) all positions taken
      by King with respect to the NDA submission for Product A including regarding
      labeling for Product A and Phase
      IV
      and
      other post-marketing requirements and obligations for
      Product A.

     

    (d) Following
      Regulatory Approval of the NDA for Product A, the JSC shall agree upon and
      coordinate a process for promptly transferring regulatory responsibilities
      related to Product A in the Territory from Acura to King.

     

    (e) After
      such transfer has been completed, King shall be responsible for and shall use
      Commercially Reasonable Efforts in conducting all Development for Product A,
      to
      maintain Regulatory Approval of Product A in the Territory. King shall be
      responsible for obtaining and maintaining any additional Regulatory Approvals
      for Product Line Extensions for Product A in the Territory.

     

    4.2 Product
      B Development.

     

    (a) Prior
      to
      the Product B IND becoming effective pursuant to 21 C.F.R. §312.40(b), Acura
      shall be responsible for and shall use Commercially Reasonable Efforts in
      conducting all Development for Product B.

     

    (b) The
      JSC
      shall agree upon and coordinate a process for transferring Development and
      regulatory responsibilities related to Product B from Acura to King upon the
      IND
      becoming effective. 

     

    (c) After
      the
      Product B IND becomes effective pursuant to 21 C.F.R. §312.40(b), King shall be
      responsible for and shall use Commercially Reasonable Efforts in conducting
      all
      Development for Product B, in accordance with the Product B Development Plan,
      to
      obtain and maintain Regulatory Approval of Product B in the Territory. King
      shall be responsible for obtaining and maintaining any additional Regulatory
      Approvals for Product Line Extensions for Product B in the
      Territory.

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the 

    Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    (d) Within
      forty-five (45) days after the Effective Date, King will prepare a Development
      plan for Product B (the “Product
      B Development Plan”).
      The
      Product B Development Plan shall be prepared by King with details generally
      consistent with the Product A Development Plan.

     

    (e) King
      shall submit the initial Product B Development Plan to Acura for its review.
      King shall consider in good faith any comments Acura may have on the initial
      Product B Development Plan. King shall periodically (and at least once per
      Calendar Year) prepare an updated Product B Development Plan, as applicable
      taking into account completion, commencement or cessation of or changes to
      Development not contemplated by the then-current Product B Development Plan
      and
      shall submit such proposed Product B Development Plan to Acura for review and
      comment. King shall consider in good faith any comments Acura may have on the
      updated Product B Development Plan.

     

    4.3 Future
      Product Development and Product Line Extensions.

     

    (a) Acura
      shall use Commercially Reasonable Efforts to successfully complete a Proof
      of
      Concept for Product C and/or Product D. In the event the Proof of Concept is
      successful for Product C and/or Product D, then King shall either (i) exercise
      its Future Products Option with respect to Product C and/or Product D pursuant
      to Section 2.1 or (ii) pay Acura Development Expenses relating to Product C
      and/or Product D as the case may be.

     

    (b) Acura
      shall use Commercially Reasonable Efforts to successfully complete a Proof
      of
      Concept of a Future Product (other than Product C or Product D) with respect
      to
      which (i) Acura or King has proposed Proof of Concept Development activities
      be
      conducted pursuant to Section 2.1(f) and (ii) the Parties mutually agree to
      such
      activity. Subject to Section 2.1(f), prior to the exercise of the applicable
      Future Product Option, Acura shall be responsible for and shall use Commercially
      Reasonable Efforts in undertaking a Proof of Concept for such potential Future
      Product. If King exercises its Future Product Option pursuant to Section 2.1,
      King shall assume responsibility for and shall use Commercially Reasonable
      Efforts in all further Development related to the applicable Future Product
      in
      the Territory.

     

    (c) Within
      forty-five (45) days of exercising its Future Products Option, King shall
      prepare and submit an initial Development plan for the applicable Future Product
      to Acura for its review (each, a “Future
      Product Development Plan”
and,
      together with the Product A Development Plan, the Product B Development Plan
      and
      each Product Line Extension Development Plan, the “Development
      Plan”).
      The
      initial Future Product Development Plans will be prepared by King with details
      generally consistent with the initial Product A Development Plan and King shall
      consider in good faith any comments Acura may have on each initial Future
      Product Development Plan. King shall periodically (and at least once per
      Calendar Year) prepare an updated Future Product Development Plan, as applicable
      taking into account completion, commencement or cessation of or changes to
      Development not contemplated by the then-current Future Product Development
      Plans and shall submit such proposed Future Product Development Plan to Acura
      for review and comment. King shall consider in good faith any comments Acura
      may
      have on the revised Future Product Development Plan.

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the

     Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    (d) King
      may
      at any time and from time to time, at its own cost and expense, Develop and
      Commercialize Product Line Extensions with respect to any Product in accordance
      with the terms and conditions of this Agreement, it being understood that such
      Product Line Extensions shall not be deemed to be Future Products hereunder.
      Without limiting the foregoing, in addition, upon (i) King’s written request in
      connection with a particular Product Line Extension, and (ii) the written
      agreement of the Parties, Acura will undertake the Development efforts in
      relation to such Product Line Extension, and shall provide to King such
      requested work product for such Product Line Extension; provided that Acura
      Development Expenses related to the Development of such Product Line Extension
      shall be reimbursed by King pursuant to Section 8.3 or in such other manner
      and
      amount as may be agreed by the Parties in writing. Any Development of a Product
      Line Extension, whether conducted by King or Acura, shall be conducted under
      a
      plan prepared and submitted by King (a “Product
      Line Extension Development Plan”).

     

    4.4 Development
      Reports.
      With
      respect to each Product, King shall provide to Acura a copy of that portion
      of
      King’s detailed internal development update report relating to such Product,
      which King’s senior management receives periodically [***]
      for
      Acura’s use to assess the status of the Development of each
      Product.

    


    4.5 Development
      Data.
      Each
      Party shall provide to the other Party copies of all substantive or material
      information with respect to Development hereunder, including, as applicable,
      final laboratory and clinical data and reports compiled with respect to each
      Product as soon as reasonably practicable after such data or report becomes
      available. King shall own all clinical data and results related to all of the
      Products provided that Acura will have access thereto as set forth in Section
      5.3 on a royalty-free basis for use in its exercise of its retained
      rights.

     

    4.6 Use
      of Third Parties.
      Each
      Party may retain Third Parties to perform Development activities hereunder,
      provided each such Third Party is approved by King (such approval not to be
      unreasonably withheld, conditioned or delayed); provided that the Third Party
      contractors being utilized by Acura as of the Effective Date as set forth in
      the
      Product A Development Plan are hereby approved by King. Acura and King shall
      remain liable for the performance of their respective obligations hereunder
      which it delegates to such Third Parties. Any Third Party performing Development
      hereunder shall be subject to confidentiality and non-use obligations at least
      as stringent as those set forth in Article 12 and must comply with
      Article 11. 

     

    4.7 Diligence.
      From
      and after (i) the Effective Date with regard to the Products, and (ii) the
      date
      of King’s exercise of its Future Products Option with regard to a potential
      Future Product, King shall use Commercially Reasonable Efforts to Develop the
      Products and the Future Products for Commercialization in the Territory
      (excluding Mexico).

     

    [***Confidential
      treatment requested pursuant
      to a request for confidential treatment filed with the

     Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    ARTICLE
      5

     

    REGULATORY
      AFFAIRS

     

    5.1 Regulatory
      Submissions and Approvals.

     

    (a) Product
      A.

     

    (i) Subject
      to Section 3.1 and consistent with Sections 4.1(a) and 4.1(b), for Product
      A,
      Acura shall be responsible for pursuing, compiling and submitting all regulatory
      documents, and shall lead the interactions with the FDA through Regulatory
      Approval of the NDA for Product A, and King shall be responsible for and shall
      reimburse Acura for any and all out-of-pocket costs incurred by Acura in
      submitting, filing and obtaining the NDA for Product A with the FDA, including
      any amounts paid by Acura under the Prescription Drug User Fee Act, in each
      case
      as provided for under Section 8.

     

    (ii) After
      Regulatory Approval of the NDA for Product A by the FDA, King shall be
      responsible for compiling and submitting all regulatory documentation and for
      interacting with the FDA for Product A. Acura agrees to cooperate with King
      with
      respect to the regulatory activities King undertakes pursuant to this Section
      5.1(a)(ii). Following Regulatory Approval of the NDA for Product A by the FDA,
      King shall own and maintain, at its sole cost, all regulatory filings and
      Regulatory Approvals for Product A. King shall provide Acura with complete
      copies of all applications, submissions, filings and material regulatory
      correspondence related to Product A in the Territory.

     

    (iii) King,
      at
      its sole cost, shall pursue all Regulatory Approvals related to Product A in
      Mexico and Canada, including the preparation and filing of applications for
      clinical trials and Regulatory Approvals. King shall own and maintain, at its
      sole cost, all regulatory filings and Regulatory Approvals for Product A in
      Mexico and Canada. King shall promptly provide Acura with complete copies of
      all
      such applications, submissions, filings and regulatory correspondence related
      to
      Product A in Mexico and Canada.

     

    (b) Product
      B.

     

    (i) For
      Product B, for the period beginning on the Effective Date and ending on the
      date
      the Product B IND becomes effective pursuant to 21 C.F.R. §312.40(b), Acura
      and/or its designated Third Parties will be responsible, in consultation with
      King, for the performance of all regulatory activities required for the Product
      B IND to become effective. For purposes of clarity, before the Product B IND
      becomes effective, Acura shall be responsible for compiling and submitting
      all
      regulatory documentation and for interacting with the FDA for Product B. Acura
      shall consult with King and shall consider in good faith any suggestions King
      may have with respect to such regulatory activities. The JSC shall agree upon
      and coordinate a process for transferring Acura’s regulatory responsibilities
      related to Product B from Acura to King upon the effectiveness of the Product
      B
      IND. 

     

    (ii) After
      the
      Product B IND becomes effective pursuant to 21 C.F.R. §312.40(b), King shall
      exercise Commercially Reasonable Efforts in pursuing Regulatory Approval of
      Product B. King will consult with Acura with respect to any regulatory
      activities to be performed by King in accordance with this Section 5.1(b)(ii),
      and shall consider in good faith any suggestions Acura may have with respect
      to
      such regulatory activities. For purposes of clarity, after the Product B IND
      becomes effective, King shall be responsible for compiling and submitting all
      regulatory documentation and for interacting with the FDA for Product B. Acura
      agrees to cooperate with King with respect to the regulatory activities King
      undertakes pursuant to this Section 5.1(b)(ii). King shall own and maintain,
      at
      its sole cost, all regulatory filings and Regulatory Approvals for Product
      B in
      the United States. King shall promptly provide Acura with complete copies of
      all
      applications, submissions, filings and regulatory correspondence related to
      Product B in the United States.

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

    
      
        
        

      

      
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    (iii) King,
      at
      its sole cost, shall pursue all Regulatory Approvals related to Product B in
      Mexico and Canada, including the preparation and filing of applications for
      clinical trials and Regulatory Approvals. King shall own and maintain, at its
      sole cost, all regulatory filings and Regulatory Approvals for Product B in
      Mexico and Canada. King shall promptly provide Acura with complete copies of
      all
      such applications, submissions, filings and regulatory correspondence related
      to
      Product B in Mexico and Canada.

     

    (c) Future
      Products.
      King,
      at its sole cost, shall exercise Commercially Reasonable Efforts in pursuing
      all
      Regulatory Approvals related to any Future Product for which King has timely
      exercised its Future Products Option pursuant to Section 2.1 in any country
      in
      the Territory, including the preparation and filing of applications for
      Regulatory Approvals. King shall provide Acura with a copy of any proposed
      application for Regulatory Approval in the United States at least thirty (30)
      days prior to submission to the applicable governmental authority so as to
      provide Acura an opportunity to review such application, and King shall consider
      in good faith any comments Acura may have with respect to any such application.
      For purposes of clarity, King shall be responsible for pursuing, compiling
      and
      submitting all regulatory filing documentation, and for interacting with
      regulatory authorities, for any Future Product in all countries in the
      Territory. King shall own and maintain, at its sole cost, all regulatory filings
      and Regulatory Approvals for any Future Product for which it has timely
      exercised its Future Products Option in all countries of the Territory. King
      shall promptly provide Acura with complete copies of all such applications,
      submissions, filings and regulatory correspondence related to any such Future
      Product in all countries in the Territory.

     

    (d) Product
      Line Extensions.
      King,
      at its sole cost and to the extent it elects in its reasonable discretion,
      shall
      pursue all Regulatory Approvals related to any Product Line Extension in any
      country in the Territory, including the preparation and filing of applications
      for Regulatory Approvals. King shall provide Acura with a copy of any proposed
      application for Regulatory Approval in the United States at least thirty (30)
      days prior to submission to the applicable governmental authority so as to
      provide Acura an opportunity to review such application, and King shall consider
      in good faith any comments Acura may have with respect to any such application.
      For purposes of clarity, King shall be responsible for pursuing, compiling
      and
      submitting all regulatory filing documentation, and for interacting with
      regulatory authorities, for any Product Line Extension in all countries in
      the
      Territory. King shall own and maintain, at its sole cost, all regulatory filings
      and Regulatory Approvals for any Product Line Extension in all countries of
      the
      Territory. King shall provide Acura with complete copies of all such
      applications, submissions, filings and regulatory correspondence related to
      any
      such Product Line Extension in all countries in the Territory.

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    5.2 Pharmacovigilance.

     

    (a) The
      Parties agree to inform each other about serious adverse events occurring or
      having occurred in connection with the Development or Commercialization of
      Products anywhere in the world within five (5) business days of when the Party
      who is the sponsor of the relevant study first learns of such event. The Parties
      agree to handle data and information about such serious adverse events according
      to all applicable laws, rules and regulations. To the extent of any Development
      or Commercialization of the same Products inside and outside of the Territory,
      the Parties shall enter into a worldwide safety information exchange and
      reporting agreement to coordinate such matters between the Parties.

     

    (b) At
      its
      initial meeting, the JSC shall specify the procedure for exchange of information
      relating to serious adverse events. 

     

    (c) Prior
      to
      Regulatory Approval in the United States for Product A, Acura shall report
      to
      the appropriate authorities in accordance with and as required by all applicable
      laws, rules and regulations, all serious adverse events related to Product
      A.
      After Regulatory Approval in the United States for Product A, and after the
      IND
      becomes effective for all other Products, King shall report to appropriate
      authorities in the Territory in accordance with and as required by all
      applicable laws, rules and regulations all serious adverse events related to
      Products anywhere in the Territory.

     

    5.3 Data
      Access.

     

    (a) King
      shall permit Acura access to, and grant Acura the right to reference and use,
      all Development and regulatory data and reports associated with any Product
      in
      the Territory at no cost (1) outside the Territory with respect to any product
      of Acura or its Affiliates and (2) inside the Territory only with respect to
      [***]
      products
      of Acura or its Affiliates. Such Development and regulatory data and reports
      shall include preclinical and clinical data and reports, regulatory submissions
      and filings, Regulatory Approvals and any adverse event reports. In furtherance
      of the foregoing, King shall, promptly upon the request of Acura, deliver a
      letter to the FDA (or the relevant regulatory authority) authorizing Acura
      to
      reference and use the applicable regulatory submissions and filings related
      to
      Products in the United States, Canada, or Mexico as the case may be (1) outside
      the Territory with respect to any product of Acura or its Affiliates and (2)
      inside the Territory only with respect to [***]
      products
      of Acura or its Affiliates.

     

    (b) Acura
      shall promptly provide to King copies of all Development and regulatory data,
      reports and correspondence associated with any Product outside the Territory.
      Such Development and regulatory data, reports and correspondence shall include
      preclinical and clinical data and reports, regulatory submissions and filings,
      regulatory approvals and any adverse event reports.

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    5.4 Participation
      in Meetings in the United States.
      After
      Regulatory Approval in the United States for Product A, and for all other
      Products, Acura will have the right to participate as an observer in all
      material meetings and other contact with governmental authorities pertaining
      to
      an application for Regulatory Approval in the United States for a Product.
      King
      shall provide Acura with reasonable advance notice of all such meetings and
      other contact and advance copies of all related documents and other relevant
      information relating to such meetings or other contact. King shall also promptly
      provide to Acura all material correspondence and written conversation summaries
      between it and any governmental authority in the United States relating to
      a
      Product.

     

    ARTICLE
      6

     

    COMMERCIALIZATION

     

    6.1 Overview
      and Diligence.
      King
      shall be responsible for Commercializing the Products in the Territory and
      all
      costs and expenses in connection therewith. King shall use Commercially
      Reasonable Efforts to Commercialize the Products in the Territory except Mexico
      and shall use Commercially Reasonable Efforts to undertake the activities
      contemplated in each Commercialization Plan with respect thereto.

     

    6.2 Commercialization
      Plan.
      Within
[***]
      after
      successfully achieving [***]
      for each
      Product, King shall provide Acura with a preliminary written commercialization
      plan setting forth the summary of the then anticipated commercialization
      activities for such Product for such Calendar Year for the United States for
      review and comment by Acura (each, a “Commercialization
      Plan”).
      King
      shall consider all of Acura’s comments in good faith.
      A table
      of contents for a Commercialization Plan for each Product is set forth on
Schedule
      6.2.
      [***] after
      the
      successful achievement of the [***]
      for each
      Product, King shall prepare a detailed Commercialization Plan for such Product
      based upon such table of contents.

     

    6.3 Updates.
      After
      the First Commercial Sale in the United States for each Product and thereafter:
      (A) yearly King shall deliver to Acura a Commercialization Plan for the
      following Calendar Year in accordance with King’s brand planning process, and
      (B) a copy of that portion of King’s detailed internal report relating to the
      Commercialization of the Products, which King’s senior management receives
      periodically [***].

     

    6.4 Expenses
      and Responsibilities.
      King
      shall bear all costs and expenses incurred by it with the Commercialization
      of
      Products in the Territory. Consistent with the license rights granted to King
      under Article 2, King, its Affiliates and its sublicensees shall (a) have the
      sole right and responsibility to distribute, sell, record sales and collect
      payments for Products in the Territory, and (b) have sole responsibility for
      establishing and modifying the terms and conditions with respect to the sale
      of
      Products in the Territory, including the price or prices at which Products
      in
      the Territory will be sold, any discount applicable to payments or receivables,
      and similar matters. At least [***]
      in the
      United States, King shall provide to Acura [***].

     

    6.5 Diligence.
      From
      and after (i) the Effective Date with regard to the Products, and (ii) the
      date
      of King’s exercise of its Future Products Option with regard to a potential
      Future Product, King shall use Commercially Reasonable Efforts to Commercialize
      the Products and the Future Products in the Territory (excluding Mexico) and
      shall use Commercially Reasonable Efforts to undertake the activities
      contemplated in each Commercialization Plan with respect thereto

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    6.6 Contract
      Sales Organizations.
      Notwithstanding anything to the contrary contained herein, [***]
      without
      the prior written consent of Acura, and thereafter without the prior written
      consent of Acura, not to be unreasonably withheld, in no event shall King enter
      into an agreement with a contract sales organization or similar agreement with
      a
      Third Party pharmaceutical company (e.g., a co-promotion agreement) to share
      sales representative detailing responsibilities for the Products in the United
      States targeting a physician specialty other than [***].

     

    ARTICLE
      7

     

    PRODUCT
      SUPPLY

     

    7.1 Supply
      of Products.
      Except
      for Product A, King in consultation with Acura, shall be responsible, at its
      sole cost and expense, for sourcing raw materials, manufacturing, packaging,
      labeling, release testing, and stability testing the clinical and commercial
      supplies of the Products in the Territory.

     

    7.2 Supply
      of Product A.

     

    (a) For
      Product A, Acura in consultation with King shall be responsible for
      manufacturing, packaging, labeling, release testing, and stability testing
      for
      laboratory and clinical supplies required for obtaining Regulatory Approval
      in
      the United States of the NDA for Product A. King shall pay for all of Acura’s
      out of pocket costs for raw materials, manufacturing, packaging, labeling,
      release testing, and stability testing and any other costs associated with
      clinical and commercial supplies of Product A, in each case as provided for
      under Section 8.

     

    (b) Acura
      and
      King shall jointly have the responsibility with each other’s full cooperation
      and assistance to establish a single Third Party commercial supplier and
      packager of Product A for commercial distribution and sale in the United States
      (the “Third
      Party Supplier”);
      provided, however, that King shall (i) participate with Acura in the
      negotiations for any supply agreement, including supply agreements for active
      pharmaceutical ingredients, with such Third Party Supplier and (ii) be the
      signing party under any supply agreement with such Third Party Supplier;
      provided that the Parties shall agree to the terms of such supply agreement
      prior to its execution.

     

    (c) The
      Parties shall cooperate and undertake the actions necessary to qualify King
      as a
      secondary commercial supplier of Product A. 

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    ARTICLE
      8

     

    PAYMENTS
      TO ACURA

     

    8.1 Upfront
      Fee.
      Upon
      the Effective Date, King shall make a payment to Acura of thirty million dollars
      ($30,000,000), which payment shall be non-refundable and
      non-creditable.

     

    8.2 Milestone
      Payments.
      Within
      ten (10) business days of achieving each milestone event set forth in
Schedule
      8.2,
      King
      shall pay Acura the milestone payments related to such milestone event in the
      amounts set forth on Schedule
      8.2,
      which
      payments shall be non-refundable and non-creditable, provided that certain
      such
      milestones can be creditable under certain circumstances as provided for under
      the last two sentences of Schedule
      8.2.
      Each
      such milestone payment shall be payable only once for each Product (i.e.,
      one
      payment for each of Product A, Product B and each Future Product), upon the
      first occurrence with respect to which it becomes due.

     

    8.3 Development
      Expenses.
      Each
      Party shall bear its own expenses under this Agreement, except that King shall
      pay Acura Development Expenses incurred for:

     

    (a) Product
      A
      from September 19, 2007 through the Effective Date;

     

    (b) Product
      A
      in accordance with the Product A Development Plan set forth in Schedule
      4.1(a)
      and any
      amendments or modifications thereto agreed by the Parties;

     

    (c) Developing
      any Product Line Extension requested by King in writing and agreed to in writing
      by the Parties;

     

    (d) Qualifying
      a Third Party Supplier;

     

    (e) successfully
      achieving a Proof of Concept for Product C and/or Product D in the event that
      King does not exercise its Future Products Option relating to such Future
      Product;

     

    (f) successfully
      achieving a Proof of Concept for any other [***]
      Future
      Product (other than Product C and/or Product D) requested by King and agreed
      by
      Acura in the event that King does not exercise its Future Products Option
      relating to such Future Product; and

     

    (g) Developing
      any [***]
      potential Future Product requested by King and agreed by Acura in accordance
      with a Development Plan and budget agreed by the Parties.

     

    For
      the
      purposes of this Agreement, “Acura
      Development Expenses”
shall
      mean (i) all out-of-pocket expenses incurred by Acura to Develop Products or
      Future Products as the case may be including expenses associated with active
      pharmaceutical ingredients, inactive ingredients, and other raw materials,
      contract manufacturing site qualifications, contract research organizations,
      medical writing, statistical analysis, clinical trial investigative sites,
      clinical trial investigator grants and patient and/or subject costs, contract
      manufacturers, and clinical trial insurance, third party consultants for
      regulatory, chemistry manufacturing and control, and (ii) Acura’s reasonable and
      verifiable internal research and development staff costs of Acura employees
      working on the Development of Products (limited to Acura’s research and
      development staff and research and development senior management salaries and
      associated payroll taxes and benefits excluding non-cash compensation and
      bonuses) allocated to the Development of Products based on the time spent by
      such staff on such Development activities as compared to other activities,
      but
      excluding any allocation of overhead and senior management compensation (other
      than research and development senior management salaries and associated payroll
      taxes and benefits excluding non-cash compensation and bonuses).

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    8.4 Requirements
      for King Reimbursement of Acura Development Expenses. 
      King
      shall pay Acura only for Acura Development Expenses incurred in direct
      connection with this Agreement pursuant to a Development Plan, as it may be
      amended from time to time, up to a cap of the total budget set forth in such
      Development Plan; it being understood that in the event that the Parties agree
      that Acura shall conduct any Development activities for Products other than
      Product A, the applicable Development Plan shall include a mutually agreeable
      budget for such activities. The Parties intend that each such budget shall
      constitute the Parties’ then best estimate of the funds required to timely
      complete such Development. In no event shall Acura charge King any amounts
      in
      excess of the cap on the total budget as set forth in a budget in the applicable
      Development Plan (“Total
      Cap”),
      nor
      shall King be liable to pay such amounts; provided further that in no event
      shall Acura be required to perform Development activities which would not be
      eligible for reimbursement. All changes in the Total Cap shall be considered
      by
      the Joint Steering Committee, and upon Joint Steering Committee approval the
      Total Cap shall be amended accordingly.

     

    8.5 Invoices.
      Within
      five (5) business days after the end of each month, Acura shall provide King
      with a good faith estimate for all Acura Development Expenses incurred by Acura
      for such month. In addition, within thirty (30) days after the end of each
      Calendar Quarter, Acura shall provide King with an invoice for all Acura
      Development Expenses incurred by Acura for such Calendar Quarter which invoice
      shall set forth the details of the charges for each activity together with
      appropriate documentation and a detailed comparison of such charges for such
      Calendar Quarter as well as year to date for such Calendar Year against the
      applicable Development Plan(s) and budget(s). Costs and expenses of Third
      Parties invoiced to King shall be fully detailed. Within thirty (30) days after
      the date of each such invoice, King shall pay in full such invoice. If any
      portion of an invoice is disputed, then King shall pay the undisputed amounts
      as
      set forth in the preceding sentence and the Parties shall use good faith efforts
      to reconcile the disputed amount as soon as practicable. Notwithstanding the
      previous sentence, if King disputes a charge or charges on an invoice, King
      will
      pay the amount ultimately determined to be due, if any, within thirty (30)
      days
      after King and Acura, acting in good faith, resolve the dispute. Where Acura
      does not receive payment due to it pursuant to this Section 8.5 within the
      time
      specified, interest shall accrue on the sum due and owing to Acura at the rate
      set forth in Section 10.2(b).

     

    8.6 Future
      Product Option Exercise.

     

    (a) For
      [***]
      after
      the receipt by King of a reasonably sufficient amount of data to demonstrate
      that a potential Future Product has achieved a successful Proof of Concept
      (“Future
      Product Option Term”),
      King
      shall have the option of any or all of the following:

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    (i) paying
      a
[***]
      fee
      (such fee to be non-refundable and non-creditable) to Acura, for up to
[***]
      of an
[***]
      product;
      provided that in the event that pursuant to and as permitted by Section 2.1(f)
      King has undertaken the Proof of Concept Development with respect to such
      potential Future Product, then the foregoing payment to Acura under this Section
      8.6(a)(i) for [***]
      Products
      shall be reduced by the total amount of Development costs and expenses incurred
      by King in conducting such Proof of Concept Development, which costs and
      expenses for such [***]
      Products
      shall be (A) substantially similar to the Acura Development Expenses that Acura
      is permitted to incur under Section 8.3, (B) provided to Acura in form and
      detail substantially similar to what is required of Acura under Section 8.5,
      and
      (C) for an [***]
      Product
      capped at an amount such that in no event shall the payment to Acura pursuant
      to
      this Section 8.6(a)(i) be reduced by more than [***].
      For the
      avoidance of doubt, King shall not be entitled to reduce the payment under
      this
      Section 8.6(a)(i) for any Development costs or expenses incurred in connection
      with conducting Proof of Concept Development for an [***]
      Product;

     

    (ii) paying
      a
[***]
      fee
      (such fee to be non-refundable and non-creditable) to Acura, for up to
[***]
      or 

     

    (iii) relinquishing
      its Future Product Option to such potential Future Product, whereupon Acura
      shall retain all rights to such potential Future Product. 

     

    (b) From
      and
      after the exercise of its Future Product Option with respect to a potential
      Future Product, King shall assume responsibility for all of the activities,
      costs and expenses related to the further Development and Commercialization
      of
      the applicable Future Product. 

     

    ARTICLE
      9

     

    ROYALTIES

     

    9.1 Royalty
      Payments.
      King
      shall pay to Acura royalty payments based on the Calendar Year Net Sales of
      all
      Products Commercialized by King (or its Affiliates or sublicensees) in the
      Territory based on the Net Sales ranges and corresponding applicable royalty
      rates (the “Applicable
      Royalty Rate”)
      set
      forth in Table 9.1. The royalty payments for Net Sales of Products for each
      of
      the first three Calendar Quarters of a Calendar Year shall be calculated by
      first multiplying the actual Net Sales for such Calendar Quarter by four (4)
      (the “Projected
      Annual Net Sales”)
      to
      determine, based on Table 9.1, the Applicable Royalty Rate for such Calendar
      Quarter. The actual Net Sales for such Calendar Quarter shall then be multiplied
      by the Applicable Royalty Rate for such Calendar Quarter to determine the
      royalty payment to Acura for such Calendar Quarter. The royalty payment for
      Net
      Sales of Products for the fourth Calendar Quarter of each Calendar Year shall
      be
      calculated by multiplying the actual Net Sales for such entire Calendar Year
      times the Applicable Royalty Rate from Table 9.1 applicable to such entire
      Calendar Year Net Sales less the sum of the royalty payments previously made
      for
      the first, second and third Calendar Quarters of such Calendar Year. 

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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                Table
                  9.1

              
	
                Net
                  Sales

                ($
                  Millions)

              	 	
                 

              
	
                Greater
                  than

              	 	
                Up
                  to

              	 	
                Applicable
                  Royalty Rate

              
	
                [***]

              	 	
                [***]

              	 	
                5.0%

              
	
                [***]

              	 	
                [***]

              	 	
                7.5%

              
	
                [***]

              	 	
                [***]

              	 	
                10.5%

              
	
                [***]

              	 	
                [***]

              	 	
                15.0%

              
	
                [***]

              	 	
                [***]

              	 	
                20.0%

              
	
                [***]

              	 	
                 

              	 	
                25.0%

              


      

    

    


    The
      following example illustrates the calculation of royalty payments (for
      simplicity, all dollar amounts are rounded to millions):


    

      
        	
                Illustration
                  of Royalty Payments Calculation

              
	
                Calendar
                  Quarter of a Calendar Year

              	 	
                Net
                  Sales of All Products (millions)

              	 	
                Projected
                  Annual Net Sales

                (millions)

              	 	
                Applicable
                  Royalty Rate

              	 	
                Royalty
                  Payment from King to Acura (millions)

              
	
                First

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              
	
                Second

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              
	
                Third

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              
	
                Fourth

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              
	
                Calendar
                  Year Total

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              	 	
                [***]

              


      

    

     

    *Not
      Applicable

    


    (a) Term
      of Royalty Payments.
      King’s
      obligation to make royalty payments to Acura under this Section 9.1 shall
      commence twelve (12) months after the First Commercial Sale of the first Product
      in any country in the Territory (the “Royalty
      Commencement Date”)
      and
      shall expire upon the later of (i) expiration of the last to expire Valid Claim
      Covering a Product in such country, or (ii) fifteen (15) years from the First
      Commercial Sale of such Product in such country.

     

    (b) Timing
      of Royalty Payments and Reports.
      King
      shall make such royalty payments to Acura within forty-five (45) days after
      the
      end of each Calendar Quarter beginning with the first Calendar Quarter after
      the
      Royalty Commencement Date. Beginning with the month of the First Commercial
      Sale, within five (5) business days after the end of each month, King shall
      provide to Acura a good faith estimate of Net Sales for such month.

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    (c) Partial
      Calendar Year True-Up.
      In
      addition, in the event the first Calendar Year for which royalty payments are
      due is a partial Calendar Year, the Parties shall undertake a one-time true-up
      royalty recalculation following the twelve (12) month anniversary of the Royalty
      Commencement Date (when a full twelve (12) month period (365 days) of Net Sales
      data is available beginning with the first Net Sale on which royalties are
      due).
      Based on such full twelve (12) months of data, the Applicable Royalty Rate
      shall
      be selected from Table 9.1. If such royalty rate is the same as the royalty
      rate(s) that had been previously applied to some or all of such first partial
      Calendar Year with respect to which royalties were due, then there shall be
      no
      adjustment in such royalty payments. However, where such royalty rate is greater
      or less than the royalty rate(s) that had been previously applied to some or
      all
      of such first partial Calendar Year with respect to which royalties were due,
      the difference shall be applied to the applicable Net Sales and paid as
      additional royalties or deducted from royalties due to Acura hereunder within
      forty-five (45) days after such twelve (12) month anniversary of the Royalty
      Commencement Date.

     

    ARTICLE
      10

     

    ACCOUNTING
      AND AUDITING 

     

    10.1 Currency.
      All
      payments under this Agreement are stated in and shall be payable in US dollars
      by wire transfer to a bank in the United States designated in writing by Acura
      or King, as the case may be.

     

    10.2 Payments.

     

    (a) With
      each
      payment to Acura under this Agreement, King shall deliver to Acura the following
      information, including payment methodology calculations:

     

    (i) Net
      Sales
      for each Product strength and pack size, details and methodology of the gross
      sales to Net Sales calculation, and methodology and calculation for the royalty
      payments; and

     

    (ii) Details
      relating to any milestone payments to Acura.

     

    (b) Subject
      to Sections 8.5 and 10.4, in case of any delay in payment by a Party to the
      other Party, interest on the overdue payment shall accrue at an annual interest
      rate, compounded monthly, equal to the U.S. Prime Rate as reported in The Wall
      Street Journal, plus one and a half percentage points (1.5%), as determined
      for
      each month on the last business day of that month, assessed from the day payment
      was initially due. The foregoing interest shall be due from such delinquent
      Party without any special notice.

     

    (c) Currency
      Conversion.
      Whenever, for the purpose of calculating any sums due under this Agreement,
      conversion from any foreign currency shall be required, such conversion shall
      be
      made as follows: (i) when calculating the Net Sales, the amount of such sales
      in
      foreign currencies shall be converted into United States dollars using the
      average rate of exchange for such currencies for the relevant period, and (ii)
      when calculating Development expenses that are incurred in a currency other
      than
      in United States dollars, the amount in foreign currencies shall be converted
      into United States dollars using the exchange rates for such currencies for
      the
      average monthly rate of the respective invoice. In respect of (i) and (ii)
      above, such exchange rate shall be the mid-price exchange rate taken from The
      Wall Street Journal as published on the date of the relevant invoice or such
      other publication as may be agreed between the Parties from time to
      time.

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    10.3 Taxes.
      If the
      laws or regulations of any country in the Territory require withholding of
      taxes
      of any type, levies on Acura or its Affiliates, or other charges against Acura
      or its Affiliates with respect to any amounts payable under this Agreement
      to
      Acura, King shall make such withholding payments as may be required for and
      on
      behalf of Acura or its Affiliates to the proper governmental authority and
      shall
      subtract such withholding payments from the royalties due hereunder. King shall
      submit appropriate proof of payment of the withholding taxes to Acura within
      a
      reasonable period of time.

     

    10.4 Accounting.

     

    (a) During
      the Term and for a period of three (3) years thereafter, each Party shall,
      and
      shall cause its Affiliates and sublicensees to, maintain at its respective
      principal places of business, records and books of account containing all
      particulars that may be necessary for the purpose of calculating all payments
      due under this Agreement. During the Term and for a period of three (3) years
      thereafter, but no more than once during any Calendar Year, each Party shall
      have the right to engage an independent, certified public accountant(s),
      reasonably acceptable to the other Party, to perform, on behalf of such Party,
      an audit of the other Party’s books and records and those of its Affiliates and
      sublicensees as may be necessary to confirm any amounts payable to the auditing
      Party under this Agreement for the period or periods requested by the auditing
      Party or to confirm the accuracy of any report made under this
      Agreement.

     

    (b) Such
      audits shall be conducted during normal business hours upon reasonable prior
      written notice from the auditing Party in such a manner as to not unnecessarily
      interfere with the audited Party’s or its Affiliate’s or sublicensee’s normal
      business activities, and shall be permitted with respect to records and books
      covering and including the three (3) years immediately preceding the date of
      notification of the audit. The accountants shall report its conclusions and
      calculation to both Parties; provided, however; that in no event shall the
      accountants disclose information of the audited party except to the extent
      necessary to verify the accuracy of the payments due under this Agreement,
      and
      at the request of the audited party such accountants shall execute appropriate
      non-disclosure agreements.

     

    (c) The
      auditing Party shall use all information, data, documents and abstracts obtained
      during an audit conducted pursuant to this Section 10.4 solely for the purposes
      described in Section 10.4(a). The auditing Party shall treat all such
      information, data, documents and abstracts as the audited Party’s Confidential
      Information subject to Article 12 of this Agreement and, except in the event
      of
      a dispute between the Parties regarding amounts payable hereunder or the results
      of any audit, the auditing Party shall not retain such information, data,
      documents and abstracts for more than three (3) years from the end of the
      Calendar Year to which each shall pertain. 

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    (d) If
      any
      audit hereunder reveals an underpayment, the Party responsible for the
      underpayment shall promptly make up such underpayment. If any audit hereunder
      reveals an overpayment, the Party holding the overpayment shall promptly
      reimburse such overpayment. The auditing Party shall bear the full cost of
      any
      audit under this Section 10.4, unless such audit discloses an underpayment
      by
      the audited Party of more than five percent (5%) of the amount owed hereunder
      in
      which case the audited Party shall bear the full cost of such
      audit.

     

    (e) The
      failure of an auditing Party to request verification of any payment calculation
      within the three (3) year period following receipt of such payment shall be
      considered acceptance of such calculation by the auditing Party.

     

    ARTICLE
      11

     

    PATENT
      RIGHTS AND TRADEMARKS

     

    11.1 Ownership
      of Inventions.

     

    (a) Sole
      Inventions.
      Subject
      to Section 11.1(c), each Party shall exclusively own all inventions,
      improvements, discoveries or new uses conceived solely by such Party, its
      employees, agents and consultants made in the course of Developing a Product
      hereunder (“Sole
      Inventions”).
      Sole
      Inventions conceived solely by Acura, its employees, agents and consultants
      are
      referred to herein as “Acura
      Sole Inventions”.
      Sole
      Inventions conceived solely by King, its employees, agents and consultants
      are
      referred to herein as “King
      Sole Inventions.”

     

    (b) Joint
      Inventions.
      Subject
      to Section 11.1(c), the Parties shall jointly own all inventions made jointly
      by
      employees, agents and consultants of Acura and employees, agents and consultants
      of King, which are made in the course of Developing a Product hereunder, on
      the
      basis of each Party having an undivided interest in the whole (“Joint
      Inventions”).

     

    (c) Aversion
      Inventions.
      Notwithstanding Section 11.1(a) or Section 11.1(b), to the extent a King Sole
      Invention or a Joint Invention is an invention, improvement, discovery or new
      use of or relating to the Aversion Technology (an “Aversion
      Invention”),
      with
      or without one or more active ingredients, such Aversion Invention shall be
      the
      sole and exclusive property of Acura, and King agrees to assign, and hereby
      does
      assign, its entire right, title and interest in and to such Aversion Invention
      to Acura.

     

    (d) To
      the
      extent patent applications and patents are filed on Acura Sole Inventions,
      Joint
      Inventions and Aversion Inventions, such patent applications and patents shall
      be included within the “Aversion Patent Rights” licensed to King under this
      Agreement, and to the extent inventions are not patentable or no patent
      applications and patent are filed on such inventions, such inventions shall
      be
      part of the “Aversion Technology” licensed to King under this
      Agreement.

     

    (e) License
      to Acura.
      King
      hereby grants to Acura a fully paid-up, non-exclusive license under King Sole
      Inventions relating to any Product or the Aversion
      Technology
      to
      develop, manufacture, use, sell, offer for sale and import products including
      Products (i) outside the Territory and (ii) inside the Territory outside the
      Field, including the right to grant sublicenses.

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    (f) Inventorship.
      For
      purposes of determining whether an invention is an Acura Sole Invention, a
      King
      Sole Invention or a Joint Invention, questions of inventorship shall be resolved
      in accordance with United States patent laws.
      Each
      Party agrees promptly to provide to the other Party a complete written
      disclosure of any Acura Sole Inventions, King Sole Inventions and Joint
      Inventions, as applicable, made by such Party.

     

    11.2 Prosecution
      and Maintenance of Patent Rights.

     

    (a) Aversion
      Patent Rights.
      Acura
      shall be solely responsible for the filing, prosecution and maintenance of
      the
      Aversion
      Patent
      Rights; provided, however:

     

    (i) Acura
      shall not allow any Aversion Patent Rights to lapse or become abandoned and/or
      to disclaim or concede priority with respect to any invention disclosed or
      claimed in the Aversion Patent Rights claiming a Product or Aversion Composition
      without obtaining the prior written consent of King and such consent not shall
      not be unreasonably withheld.

     

    (ii) Acura
      shall have full responsibility for, and shall control the preparation and
      prosecution of, all patent applications and the maintenance of all Aversion
      Patent Rights. Acura undertakes to maintain all Aversion Patent Rights during
      the term of this Agreement.

     

    (iii) Acura
      shall promptly provide copies to King of any filings made to, and any material
      written communications received from, any patent office relating, in whole
      or in
      part, to any Aversion Patent Rights. Acura shall give reasonable consideration
      to any comments that may be made by King relating to the prosecution or
      maintenance of the Aversion Patent Rights.

     

    (iv) Acura
      shall be responsible for its costs and expenses in preparing, filing,
      prosecuting and/or maintaining the Aversion Patent Rights covering Products
      in
      the Territory.

     

    (b) Other
      Patent Rights.
      Subject
      to Sections 11.2(a) and 11.1(c):

     

    (i) Each
      Party shall have full responsibility for, and shall control the preparation
      and
      prosecution of, all patent applications and the maintenance of all patents
      relating to the inventions owned solely by it (including the Patents) in the
      Territory. Each Party shall pay all costs and expenses of filing, prosecuting
      and maintaining such patent applications and patents relating to inventions
      solely owned by it. Acura shall pay all costs and expenses of filing,
      prosecuting and maintaining such patent applications and patents relating to
      Joint Inventions.

     

    (ii) Acura
      shall determine whether any Acura Sole Invention or Joint Invention is
      patentable, and if so, shall proceed with the preparation and prosecution of
      a
      patent application covering any such Acura Sole Invention or Joint Invention.
      King shall determine whether any King Sole Invention is patentable, and if
      so,
      shall proceed with the preparation and prosecution of a patent application
      covering any such King Sole Invention.

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    (iii) With
      respect to any King Sole Inventions and Joint Inventions: (A) each Party shall
      promptly provide copies to the other Party of any filings made to, and any
      written communications received from, any patent office relating, in whole
      or in
      part, to patent applications covering King Sole Inventions or Joint Inventions,
      or patents granted thereon, reasonably in advance of the relevant proposed
      filing or response date; and (B) Acura and its selected patent counsel and
      King
      and its selected patent counsel shall give reasonable consideration to any
      comments that may be made by the other Party reasonably in advance of any
      proposed filing or response date relating to the filing and prosecution of
      such
      patent applications or the maintenance of patents granted thereon.

     

    (c) Cooperation.
      Each
      Party agrees to cooperate with the other Party with respect to the preparation,
      filing, prosecution and maintenance of the Aversion Patent Rights pursuant
      to
      this Section 11.2.

     

    11.3 Third
      Party Infringement.

     

    (a) Notice.
      Each
      Party shall promptly report in writing to the other Party during the Term any
      known (i) infringement of any of the Aversion Patent Rights or (ii) unauthorized
      use of any of the Aversion Technology of which such Party becomes aware, in
      the
      case of either clause (i) or clause (ii) involving the Development, manufacture
      or Commercialization by a Third Party of a competing product including
[***]
      or a
      pharmaceutically acceptable salt thereof, or a [***]
      (or a
      pharmaceutically acceptable salt of thereof) being Developed or Commercialized
      in a Future Product with respect to which King has exercised its Future Product
      Option (a “Competitive
      Infringement”)
      in the
      Territory, and shall provide the other Party with all available evidence
      supporting such known infringement or unauthorized use.

     

    (b) Initial
      Right to Enforce.
      Subject
      to Section 11.3(c), Acura shall have the first right (but not the obligation)
      to
      initiate a suit or take other appropriate action that it believes is reasonably
      required to protect (i.e., prevent or abate actual or threatened infringement
      or
      misappropriation of) or otherwise enforce the Aversion Patent Rights in the
      Territory; provided, however, that King shall have the first right (but not
      the
      obligation) to initiate a suit or take other appropriate action that King
      believes is reasonably required to enforce claims in the Aversion Patent Rights
      against any Third Party Developing or Commercializing a product that is (i)
      [***]
      or a
      pharmaceutically acceptable salt thereof and the Aversion Composition, or (ii)
      the same [***]
      (or a
      pharmaceutically acceptable salt thereof) in a Future Product with respect
      to
      which King has exercised a Future Product Option and the Aversion Composition.
      In the event that Acura does not pursue an enforcement action within a period
      of
      sixty (60) days following reasonable notification of the Competitive
      Infringement of the Aversion Technology, then King shall have the right to
      bring
      such action. In the event that King does not pursue an enforcement action within
      a period of sixty (60) days following reasonable notification of the Competitive
      Infringement of the Aversion Patent Rights for which King has the first right,
      then Acura shall have the right to bring such action at its own
      expense.

    
      

        [***Confidential
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          with
          the

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          and Exchange Commission. Omitted portions have been separately filed with
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          Commission.]

         

      

    

    
      
        
        

      

      
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    (c) Hatch-Waxman
      Certification.
      Notwithstanding anything else to the contrary in this Agreement, King shall
      have
      the first right (but not obligation) to initiate and maintain a suit and take
      other appropriate action that it believes is reasonably required to protect
      a
      Product, the Aversion Technology and/or otherwise enforce the Aversion Patent
      Rights in the Territory against any Third Party filing a Hatch-Waxman
      Certification under the U.S. Drug Price Competition Act and Patent Term
      Restoration Act of 1984 or any amendment or reenactment thereof during any
      period which may result in an automatic stay or a stay by operation of law
      of
      any regulatory approval for such Third Party.

     

    (d) Conduct
      of Certain Actions; Costs.
      The
      Party initiating suit shall have the sole and exclusive right to select its
      counsel for any suit initiated by it pursuant to Section 11.3(b) or (c). If
      required under applicable law in order for the initiating Party to initiate
      and/or maintain such suit, the other Party shall join as a party to the suit.
      Such other Party shall offer reasonable assistance to the initiating Party
      in
      connection therewith at no charge to the initiating Party except for
      reimbursement of reasonable out-of-pocket expenses incurred in rendering such
      assistance. The initiating Party shall assume and pay all of its own
      out-of-pocket costs incurred in connection with any litigation or proceedings
      initiated by it pursuant to Section 11.3(b) or (c), including the fees and
      expenses of the counsel selected by it. The other Party shall have the right
      to
      participate and be represented in any such suit that is based on a Competitive
      Infringement by its own counsel at its own expense.

     

    (e) Recoveries.
      With
      respect to any suit or action referred to in Section 11.3(b), any recovery
      obtained as a result of any such proceeding, by settlement or otherwise, shall
      be applied in the following order of priority:

     

    (i) first,
      the Parties shall be reimbursed pro-rata for all costs incurred in connection
      with such proceeding paid by the Parties and not otherwise recovered;
      and

     

    (ii) second,
      any remainder shall be paid to the Party that initiated such suit or
      action.

     

    11.4 Patent
      Invalidity Claim.
      Subject
      to Section 11.3(c), if a Third Party at any time asserts a claim that any
      Aversion Patent Rights are invalid or otherwise unenforceable (an “Invalidity
      Claim”),
      control of the response to such Invalidity Claim in the Territory shall, as
      between the Parties, be determined in the same manner as enforcement rights
      with
      respect to such Aversion Patent Rights are determined pursuant to Section
      11.3(b). Neither Party shall settle or compromise any Invalidity Claim without
      the consent of the other Party, which consent shall not be unreasonably
      withheld. If an Invalidity Claim arises in connection with a suit or action
      referred to in Section 11.3(b), the Parties shall confer with one another
      regarding the appropriateness of having the Party that is controlling such
      suit
      or action in accordance with Section 11.3(b) continue to control such suit
      or
      action and the sharing of cost and expenses with respect to such suit or action;
      provided that in the absence of any agreement by the Parties to the contrary,
      control of the Invalidity Claim shall remain with the same Party, and the costs
      and expenses of responding to the Invalidity Claim shall be borne by the Parties
      in accordance with Section 11.3(d). If the Invalidity Claim does not arise
      in connection with a suit or action referred to in Section 11.3(b), the
      costs and expenses of responding to the Invalidity Claim shall be borne by
      the
      Party that controlled such response.

    
      

        [***Confidential
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          with
          the

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          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    11.5 Claimed
      Infringement.
      In the
      event that a Party becomes aware of any Claim that the practice by either Party
      of Aversion Technology in the Development, manufacture or Commercialization
      of a
      Product infringes the intellectual property rights of any Third Party, such
      Party shall promptly notify the other Party. In any such instance, the Parties
      shall cooperate with one another. Each Party shall provide to the other Party
      copies of any notices it receives from Third Parties regarding any patent
      nullity actions, any declaratory judgment actions and any alleged infringement
      or misappropriation of Third Party intellectual property relating to the
      Development, manufacture or Commercialization of a Product. Such notices shall
      be provided promptly, but in no event after more than ten (10) days following
      receipt thereof. Notwithstanding anything else to contrary under this Agreement,
      and without limiting any right or remedy King may otherwise have under this
      Agreement or at law or in equity: (a) King shall, after consulting with Acura,
      have the right (but not the obligation) to enter into intellectual property
      license agreements with such Third Parties as King reasonably believes to be
      necessary to avoid or settle allegations or claims regarding freedom to operate
      (other than for trademarks or copyrights) against a Product (other than the
      [***]
      formulation characteristics or technology of a Product) by such Third Party
      against either Party to this Agreement and (b) King may deduct from and set
      off
      against any royalties owed to Acura hereunder fifty percent (50%) of any
      royalties and other license payments paid under such license agreements to
      such
      Third Parties, up to a maximum amount such that the resulting royalties shall
      not be less than eighty percent (80%) of what would otherwise be payable to
      Acura hereunder at the Applicable Royalty Rate (for example, when the Applicable
      Royalty Rate is 5%, then deductions pursuant to this Section 11.5 shall not
      reduce the Applicable Royalty Rate payable to Acura below 4%, or for example
      if
      the Applicable Royalty Rate is 20%, then deductions pursuant to this Section
      11.5 shall not reduce the Applicable Royalty Rate below 16%.

     

    11.6 Patent
      Term Extensions.
      The
      Parties shall cooperate, if necessary and appropriate, with each other in
      gaining patent term extension wherever applicable to Aversion Patent Rights
      in
      the Territory that Cover Products. The Parties shall, if necessary and
      appropriate, use reasonable efforts to agree upon a joint strategy relating
      to
      patent term extensions, but, in the absence of mutual agreement with respect
      to
      any extension issue in the Territory, if Acura does not wish to file for an
      extension of an Aversion Patent Right in the Territory that Covers a Product,
      then Acura shall timely let King know sufficiently in advance so as to permit
      King to request Acura to file for such extension, in which case, Acura shall
      file such extension at King’s expense.

     

    11.7 Patent
      Marking.
      King
      agrees to comply with the patent marking statutes in each country in the
      Territory in which Products are sold by King, its Affiliates and/or its
      sublicensees.

     

    11.8 Trademarks.

    
      

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    (a) General.
      At
      King’s option, the Products may (but shall not required to) be Commercialized in
      the Territory under the Trademarks.

     

    (b) Non-Use
      of Similar Marks.
      Notwithstanding any other provision in this Agreement, during the Term, neither
      Party nor its Affiliates shall market, promote, sell and/or distribute any
      product (other than the Products) under the Trademarks or any substantially
      similar trade names or trademarks. 

     

    (c) Trademark
      Filing and Expenses.
      Acura
      shall be solely responsible for the filing and maintenance of the Trademarks
      in
      the Territory and all costs and expenses related thereto. 

     

    (d) Trademark Infringement.

     

    (i) With
      respect to any and all claims instituted by Third Parties against Acura or
      King
      or any of their respective Affiliates for trademark infringement involving
      the
      use, sale, license or marketing of the Products (each, a “Trademark
      Infringement Claim”),
      King
      shall be solely responsible for any and all losses arising out of or resulting
      from such Trademark Infringement Claims. Acura shall assist King and cooperate
      in the defense and settlement of such Trademark Infringement Claims at King’s
      request. 

     

    (ii) In
      the
      event that a Party becomes aware of actual or threatened infringement of the
      Trademark, that Party shall promptly notify the other Party in writing (a
“Trademark
      Infringement Notice”).
      Acura
      shall have the right, but not the obligation, to bring an action with respect
      to
      such infringement against any Third Party for infringement of the Trademark.
      In
      the
      event that Acura does not pursue an enforcement action within
      a
      period of sixty (60) days following the Trademark Infringement
      Notice,
      then
      King shall have the right to bring such action at its own cost. If
      King
      is not recognized by the applicable court or other relevant body as having
      the
      requisite standing to pursue such action, then King may join Acura as
      party-plaintiff. If Acura elects to pursue such infringement action, King may
      (i) elect to participate in such action, in which case King shall bear one-half
      of the out-of-pocket costs and expenses of the action (including court costs,
      reasonable fees of attorneys, accountants and other experts and other expenses
      of litigation or proceedings) and shall share any recovery in such amount as
      the
      greater of (a) their costs for such action and (b) in proportion to their actual
      damages, or (ii) elect not to participate in such action, in which case King
      shall have no obligation to pay for any of the costs or expenses of the action
      and shall not receive any portion of any recoveries and Acura shall bear all
      costs and expenses of the action and retain all recoveries. 

     

    ARTICLE
      12

     

    CONFIDENTIAL
      INFORMATION

     

    12.1 Treatment
      of Confidential
      Information.
      In
      carrying out its obligations under this Agreement, each Party will be sharing
      confidential and proprietary data and information (“Confidential
      Information”)
      with
      the other Party.  Except
      as
      expressly permitted by this Agreement, each Party shall, and shall cause its
      Affiliates to, treat Confidential Information received from the other
      Party
      (the “Disclosing
      Party”)
      or its
      Affiliates as it treats its own proprietary information of like nature and
      importance. During the Term and for a period of five (5) years thereafter,
      the
      Party in receipt of the Disclosing Party’s Confidential Information (the
“Receiving
      Party”)
      shall
      not disclose, divulge or otherwise communicate such Confidential Information
      to
      any Third Party, or use it for any purpose except pursuant to and in order
      to
      carry out its obligations under this Agreement. Notwithstanding the foregoing,
      the Receiving Party may disclose Confidential Information of the Disclosing
      Party to the Receiving Party’s directors, officers, employees, Affiliates,
      consultants, subcontractors, sublicensees or agents to the extent reasonably
      necessary to carry out its obligations under this Agreement, provided that
      such
      directors, officers, employees, Affiliates, consultants, subcontractors,
      sublicensees or agents have been advised of the confidential nature of such
      information and have agreed to maintain such information as confidential to
      the
      same extent required by this Article 12.

    
      

        [***Confidential
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          with
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          Securities
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          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    12.2 Exceptions
      to Definition of Confidential Information.
      Confidential Information shall not include information that the Receiving Party
      can demonstrate:

     

    (a) was
      known
      by the Receiving Party or its Affiliates prior to the date it was disclosed
      to
      the Receiving
      Party or
      its Affiliates by the Disclosing Party or its Affiliates, as evidenced by the
      prior written records of the Receiving Party or its Affiliates; 

     

    (b) is
      lawfully disclosed to the Receiving Party or its Affiliates by a Third Party
      rightfully in possession of such information, either before or after the date
      of
      the disclosure to the Receiving Party or its Affiliates; 

     

    (c) becomes
      generally known to the public through no act or omission on the part of the
      Receiving Party or its Affiliates, either before or after the date of the
      disclosure to the Receiving Party or its Affiliates; 

     

    (d) is
      independently developed by the Receiving Party or its Affiliates without
      reference to or reliance upon any Confidential Information of the Disclosing
      Party or its Affiliates; or

     

    (e) is
      required to be disclosed by the Receiving Party or its Affiliates pursuant
      to a
      judicial or governmental order, provided that the Receiving Party gives the
      Disclosing Party sufficient notice to permit Disclosing Party to seek a
      protective order or other similar order with respect to such
      Information.

     

    12.3 Exceptions.
      The
      restrictions set forth in this Article 12 shall
      not
      prevent either Party from (i) disclosing Confidential Information in connection
      with preparing, filing, prosecuting or maintaining the Aversion Patent Rights
      covering a Product in accordance with Article 11,
      (ii)
      disclosing Confidential Information to governmental agencies to the extent
      required or desirable to obtain a Regulatory Approval,
      (iii)
      disclosing Confidential Information to potential private investors (under a
      confidentiality agreement at least as restrictive as the provisions of this
      Article 12) in connection with fundraising activities, (iv) disclosing
      Confidential Information to underwriters and financial advisors (under an
      obligation of confidentiality) in connection with the public offering of
      securities, or (v) disclosing Confidential Information that is reasonably
      determined is required to be disclosed by the Receiving Party (to comply with
      applicable securities or other laws) to public investors or governmental
      agencies in connection with the public offering of securities,
      provided that in all of the above cases, the Party disclosing Confidential
      Information of the Disclosing Party shall use all reasonable efforts to provide
      prior written notice of such disclosure to the Disclosing Party and to take
      reasonable and lawful actions to avoid or limit such disclosure or to assist
      the
      Disclosing Party in avoiding or limiting such disclosure.
      Further,
      either Party may also disclose the existence and terms of this Agreement to
      its
      attorneys and advisors, to potential acquirors in connection with a potential
      Change of Control or Sale of the Field Business and to existing and potential
      investors or lenders of such Party, as a part of their due diligence
      investigations, or to potential permitted assignees, in each case under an
      agreement to keep the terms of this Agreement confidential under terms of
      confidentiality and non-use substantially similar to the terms contained in
      this
      Agreement.

    
      

        [***Confidential
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          and Exchange Commission. Omitted portions have been separately filed with
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    12.4 Previous
      Confidentiality Agreement.
      Notwithstanding anything contained herein to the contrary, that certain
      Confidentiality Agreement, dated as of October 12, 2006, by and between the
      Parties shall remain in full force and effect as to the information disclosed
      between the Parties prior to the date hereof.

     

    12.5 Publications.
      Subject
      to Section 12.6 and except as required pursuant to law or regulation, the
      following provisions shall apply to the Parties with respect to all
      publications, presentations and other public disseminations of any information
      relating to Products or to Development, manufacturing, or Commercialization
      performed pursuant to the Agreement:

     

    (a) The
      Party
      desiring to publish, present or otherwise publicly disseminate such information
      (the “Publishing
      Party”)
      shall
      provide the other Party with a copy of any proposed publication, presentation
      or
      other public dissemination at least forty-five (45) days prior to submission
      for
      publication, presentation or other public dissemination so as to provide such
      other Party an opportunity to recommend any changes it reasonably believes
      are
      necessary to preserve the Confidential Information belonging in whole or in
      part
      to such other Party or to preserve such other Party’s ability to obtain a patent
      or patents Covering any invention. The incorporation of such recommended changes
      shall not be unreasonably refused. 

     

    (b) If
      such
      other Party provides written notice (“Notice”)
      to the
      Publishing Party within thirty (30) days of receipt of the copy of the proposed
      publication, presentation or other public dissemination that such publication,
      presentation or other public dissemination in its reasonable judgment (i)
      discloses information about an invention for which the other Party desires
      patent protection or (ii) discloses Confidential Information of the other Party,
      the Publishing Party shall prevent such publication or delay such publication,
      presentation or other dissemination until the Parties have agreed on mutually
      acceptable modifications thereto so as not to prejudice the other Party’s right
      to obtain a patent and not to disclose the other Party’s Confidential
      Information. In the case of inventions, a delay shall be for a period reasonably
      sufficient to permit the timely preparation and filing of a patent
      application(s).

     

    12.6 Publicity.
      The
      Parties agree that the public announcement of the execution of this Agreement
      shall be substantially in the form of the press release attached as Schedule
      12.6
      (the
“Joint
      Press Release”).
      Neither Party shall issue any other news release or make any other public
      announcement, written or oral, relating to this Agreement, including its terms,
      or the Products or potential Future Products, without the prior approval of
      the
      other Party, except solely to the extent a Party is advised by its legal counsel
      that the same is required by law or as otherwise permitted pursuant to Section
      12.3; provided, however, the contents of any such announcement or similar
      publicity that has been previously reviewed and approved by the reviewing Party
      can be re-released by either Party without a requirement for re-approval. Each
      Party shall limit public disclosure of the financial terms set forth in this
      Agreement to the minimum extent required by law (by, for example, requesting
      confidential treatment of such terms in documents required to be filed with
      the
      US Securities and Exchange Commission); provided, however, the Parties may,
      after any required public disclosure for compliance with any applicable law,
      including securities laws, reference such financial terms in news releases
      or
      oral statements without seeking approval from the other Party.

    

      [***Confidential
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        with
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        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    ARTICLE
      13

     

    COVENANTS,
      REPRESENTATIONS AND WARRANTIES

     

    13.1 Covenants
      Not to Compete.

     

    (a) Acura’s
      Covenant.

     

    (i) Subject
      to Section 16.7(a), for a period beginning on the Effective Date and ending
      one
      (1) year after the expiration or termination of this Agreement with respect
      to
      both Product A and Product B, neither Acura nor its Affiliates shall, directly
      or indirectly: (A) Commercialize any [***]
      products
      in the Territory containing orally administered oxycodone HCl or a
      pharmaceutically acceptable salt thereof, [***]
      and/or
      the Aversion Composition, or (B) grant any right to a Third Party to
      Commercialize any such product in the Territory.

     

    (ii) Subject
      to Section 16.7(a), for a period beginning on the Effective Date and continuing
      until the later of (x) the expiration of the Future Products Option Term and
      (y)
      one (1) year after the expiration or termination of this Agreement with respect
      to a Future Product for which King has exercised its Future Product Option
      pursuant to Section 2.1(e), neither Acura nor its Affiliates shall directly
      or
      indirectly, (A) Commercialize any products in the Territory containing a
[***]
      that is
      in such Future Product for which King has exercised its Future Product Option
      pursuant to Section 2.1(e) and Section 8.6 or a pharmaceutically acceptable
      salt
      of such [***]
      and/or
      the Aversion Composition, or (B) grant any right to a Third Party to
      Commercialize such product in the Territory.

     

    (iii) In
      the
      event of (a) a Change of Control of Acura, or (b) Acura entering into a license,
      asset or company acquisition, merger, joint venture, partnership or other
      business transaction or combination with a Third Party, in each case where
      at
      the time of the consummation of any such transaction the Third Party is
      developing, manufacturing or commercializing (or has licensed as licensor or
      has
      any such rights to engage in such activities, or is receiving royalties or
      other
      licensing compensation in respect of) an orally administered oxycodone
      HCl-containing product or any [***]-containing
      product in the Territory, pursuant to an FDA approved NDA or ANDA (so long
      as
      such product represents less than fifty percent (50%) of the net present value
      of such transaction as set forth in Acura’s final presentation to its board of
      directors seeking corporate approval for such transaction), the covenants in
      Section 13.1(a)(i) and Section 13.1(a)(ii), as applicable, shall not apply
      to
      such product, but shall continue in all other respects pursuant to their
      terms.

    

      [***Confidential
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        with
        the

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        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    (b) King’s
      Covenant.

     

    (i) Subject
      to Section 16.7(a), for a period beginning on the Effective Date and ending
      one
      (1) year after the expiration or termination of this Agreement with respect
      to a
      Product containing any [***]
      neither
      King nor its Affiliates shall Commercialize any orally administered [***]
      containing any such [***]
      as
      contained in such Product pursuant to an FDA approved NDA or ANDA, except as
      contemplated by this Agreement (“King’s
      Covenant”);
      provided, however, King’s Covenant shall automatically terminate for a
[***]
      contained in a potential Future Product if King does not exercise the Future
      Products Option with respect to such potential Future Product and King may
      at
      its election be relieved of such covenant with respect to [***]
      and
[***]
      if Acura
      has not completed Proof of Concept of Product C or Product D, as applicable,
      within [***]
      after
      the Effective Date. In the event that King so elects to be relieved of such
      covenant, Acura shall no longer be required to offer King the Future Products
      Option with respect to Product C or Product D, as applicable.

     

    (ii) In
      the
      event of (a) a Change of Control of King, (b) a Sale of the Field Business
      to a
      Third Party or (c) King entering into a license, asset or company acquisition,
      merger, joint venture, partnership or other business transaction or combination
      with a Third Party, in each case where at the time of the consummation of any
      such transaction the Third Party is developing, manufacturing or commercializing
      (or has licensed as licensor or has any such rights to engage in such
      activities, or is receiving royalties or other licensing compensation in respect
      of) an [***]-containing
      product in the Territory pursuant to an FDA approved NDA or ANDA that would
      otherwise be the subject of the King’s Covenant, King’s Covenant shall not apply
      to such product so long as such product represents less than fifty percent
      (50%)
      of the net present value of such transaction as set forth in King’s final
      presentation to its board of directors seeking corporate approval for such
      transaction.

     

    13.2 Mutual
      Representations and Warranties.
      Each
      Party warrants and represents to the other Party on the Execution Date
      that:

     

    (a) Authority.
      It has
      the full right and authority to enter into this Agreement and that it is not
      aware of any impediment that would inhibit its ability to perform the
      obligations imposed on it by this Agreement.

     

    (b) Corporate
      Action.
      All
      corporate action on the part of such Party, its officers, directors and
      stockholders necessary for (i) the authorization, execution and delivery of
      this
      Agreement and (ii) the performance of all obligations of such Party hereunder
      has been taken, and this Agreement constitutes the legal and binding obligation
      of such Party, enforceable against such Party in accordance with its terms.
      

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    (c) Execution.
      The
      execution of this Agreement and the performance of the transactions contemplated
      by this Agreement by such Party will not conflict with or result in a breach
      of
      any of the terms, conditions or provisions of, or constitute a default under
      any
      agreement or other instrument to which such Party is a party or by which it
      or
      any of its property is bound.

     

    13.3 Additional
      Representations of Acura. In
      addition, Acura warrants and represents to King on the Execution Date
      that:

     

    (a) No
      Inconsistent Grants.
      There
      is no Third Party license agreement in effect as of the Execution Date which
      is
      inconsistent with the rights and licenses granted to King under Article
      2.

     

    (b) Authority
      to Grant License.
      Acura
      has the full right, power and authority to grant, has been granted any required
      consents, and is not prohibited by the terms of any agreement to which it is
      a
      party from granting, the licenses granted to King under Article 2.

     

    (c) Confidentiality.
      To
      Acura’s knowledge, the material know-how within the Aversion Technology existing
      at the Execution Date has been kept confidential or has been disclosed to Third
      Parties only under terms of confidentiality, except where the failure to keep
      such know-how confidential will not have a material effect on Development or
      Commercialization of Products in the Territory in the Field.

     

    (d) Development
      and Manufacture In Compliance With Laws.
      The
      Development and manufacture of Products have been conducted by Acura and its
      Affiliates and, to Acura’s knowledge, its subcontractors, in compliance (in all
      material respects) with all applicable laws. Neither Acura nor its Affiliates,
      nor to Acura’s knowledge, its subcontractors, have received any notice in
      writing that any of the regulatory authorizations relating to any Product are
      not currently in good standing with any governmental authority. Except as would
      not have a material adverse effect on Product A or King’s rights under this
      Agreement, neither Acura nor its Affiliates has knowledge of any facts, which
      have, or reasonably should have, led Acura to believe that any of the regulatory
      authorizations relating to Product A are not currently in good standing with
      any
      governmental authority.

     

    (e) Testing.
      Except
      as would not have a material adverse effect on the Products or King’s rights
      under this Agreement, all testing, research and development by Acura and its
      Affiliates have been conducted in compliance with cGCP and/or cGLP and/or cGMP,
      as applicable, and required at the time such activity was performed.


     

    (f) Regulatory
      Authority.
      Except
      as would not have a material adverse effect on the Products or King’s rights
      under this Agreement, there are no inquiries, actions or other proceedings
      pending before or, to Acura’s knowledge, threatened by any governmental
      authority with respect to Products, and neither Acura nor its Affiliates has
      received written notice threatening any such inquiry, action or other
      proceeding.

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    (g) Documents
      Have Been Provided.
      Acura
      has, up to and including the Execution Date, made available for King’s review,
      to the extent in Acura’s possession, (a) reports of FDA Form 483 inspection
      observations for the prior two years, (b) establishment inspection reports
      for
      the prior two years, (c) warning letters for the prior two years, (d) for the
      prior two years, other documents that assert ongoing lack of compliance in
      any
      material respect with any applicable laws, in each case, to the extent received
      by Acura or any of its Affiliates and relating to Products, (e) preclinical
      and
      clinical study reports for Products, (f) any material communications to or
      from
      any governmental authority with respect to Products, NDA submissions, and any
      minutes of meetings and telephone conferences, (g) any governmental authority
      requests for data and studies on Products, and (h) NDA safety reports with
      respect to Products, that are material to assessing Acura’s or any of its
      Affiliates’ compliance with the Federal Food, Drug and Cosmetic Act. Acura
has
      not,
      up through and including the Execution Date, withheld from or omitted to provide
      or make available any material information to King requested by King in
      connection with King’s due diligence relating to the Product, Aversion
      Technology, the Trademark, this Agreement and the underlying transaction
      contemplated hereby.  To
      the
      best of Acura’s knowledge, information related to Products, Aversion Technology
      and the Trademark that Acura has provided, or made available, to King in
      connection with King’s due diligence prior to the Execution Date is complete and
      accurate in all material respects.

     

    (h) Intellectual
      Property.

     

    (i) Schedule
      1.9
      sets
      forth a list of all Aversion Patent Rights.

     

    (ii) Acura
      has
      been assigned and owns all right, title and interest of each inventor listed
      for
      each item listed on Schedule
      1.9,
      free
      and clear of liens other than Existing Liens.

     

    (iii) All
      former and current employees of Acura have executed written agreements
      prohibiting disclosure of confidential information and assigning to Acura,
      all
      rights to any inventions relating to Aversion Technology made during their
      employment with Acura. 

     

    (iv) Acura
      has
      taken commercially reasonable precautions to protect the secrecy of its trade
      secrets. 

     

    (v) Acura
      has
      not been alleged to infringe any intellectual property right of any Third Party
      and there is no claim or action pending or, to Acura’s knowledge, threatened,
      alleging any such infringement. 

     

    (vi) To
      Acura’s knowledge, the making, using or selling of the Product or the Aversion
      Composition does not infringe any valid claim in a granted patent owned by
      a
      Third Party.

     

    (vii) (a)
      Acura
      is not aware of any Third Party, or any Acura (or any of its Affiliate’s)
      employee that has any claim of ownership with respect to Aversion Technology
      or
      the Trademarks existing as of the Execution Date; (b) there is no court order
      or
      settlement agreement, consent agreement or other undertaking entered into by
      Acura that would restrict the form or manner in which King may use or display
      Trademarks under this Agreement; (c) with regard to the Aversion Technology
      existing as of the Execution Date, no Third Party claim contesting the validity,
      enforceability, use or ownership of the Aversion Technology has been made (or
      threatened in writing) and is currently outstanding; (d) Acura has not received
      any notices of, nor is it aware of any facts which would indicate a reasonable
      likelihood of, any infringement or misappropriation by any Third Party of the
      Aversion Patent Rights existing as of the Execution Date; and (e) Acura has
      not
      received any notices, demands or requests that, and Acura has not engaged in
      any
      discussions with any Third Party that, Acura license rights to any intellectual
      property owned or controlled by any Third Party relating to the making, using
      or
      selling of the Product or the Aversion Composition.

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    (i) Contracts.
      The
      written contracts with CEDRA for [***]
      are the
      only written contracts, commitments or agreements to which Acura is a party
      that
      (1) require Acura to expend more than [***]
      in a
      Calendar Year and (2) are material to the Products in the Territory (the
“Material
      Contracts”).
      To
      Acura’s knowledge, (i) Acura is not (with or without the lapse of time or the
      giving of notice, or both) in material breach or default under any Material
      Contract and (ii) no party to any Material Contract is (with or without the
      lapse of time or the giving of notice, or both) in material breach or default
      in
      any respect thereunder.

     

    13.4 Additional
      Representation of King. In
      addition, King warrants and represents to Acura that prior to the Execution
      Date, King has conducted due diligence and has reviewed all documents relating
      to the Products, potential Future Products, Aversion Technology, and other
      information related to the transaction set forth in this Agreement and the
      underlying transaction hereby as has been provided or made available to King
      by
      Acura.

     

    13.5 Disclaimer
      of Warranty.
      EXCEPT
      FOR THE EXPRESS WARRANTIES SET FORTH IN ARTICLE 13, NEITHER PARTY MAKES ANY
      REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT
      OR
      BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY
      DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL,
      EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY,
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY
      AS TO
      THE VALIDITY OF ANY PATENT RIGHTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL
      PROPERTY RIGHTS OF THIRD PARTIES.

     

    13.6 Conditions
      Precedent. This
      Agreement shall not become effective until each of the following events have
      occurred:

     

    (a) The
      expiration or termination of the applicable waiting period under the HSR Act;
      and

     

    (b) The
      completion and official closing of any government investigations opened by
      means
      of a second request or otherwise in relation to the HSR Act (if
      any).

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    13.7 Existing
      Liens; Negative Pledge.
      Simultaneous with the payment by King of the payment set forth in Section 8.1,
      Acura, on the Effective Date, shall fully and completely satisfy Acura’s debts
      and obligations under the Acura Loan Agreements. Immediately following the
      Effective Date, Acura shall cause each Existing Lien, and the security interest
      evidenced thereby, to be terminated, including filing of UCC-3 termination
      statements with respect to such Existing Liens. As of the Execution Date, Acura
      represents and warrants that there are no liens or claims (other than the
      Existing Liens) currently existing on or to any Aversion Technology (including
      any liens or claims on or to rights to sue for past, present and future
      infringements thereof, any licenses, claims, damages, and proceeds of suit
      arising therefrom, or any payments or rights to payments arising out of the
      sale, lease, license, assignment, or other disposition thereof), any additions
      to, and substitutions for, any or all of the foregoing or any “proceeds”
(as
      defined in Article 9 of the Uniform Commercial Code) of any or all of foregoing
      that could reasonably be expected to adversely affect King’s benefits and rights
      under this Agreement. Other than such liens and claims created in connection
      with a financing or royalty monetization or assignment transaction undertaken
      by
      Acura after the Effective Date (which liens and claims shall be subject to,
      and
      not take priority over, the license rights granted to King in and to the
      Aversion Technology hereunder), Acura (x) will not create, incur, or permit
      to
      exist on or to any Aversion Technology, (y) will defend such Aversion Technology
      against, and (z) will take such other action as is necessary to remove in
      respect to such Aversion Technology, any lien or claim, other than the liens
      or
      claims created hereby.

     

    13.8 Efforts
      to Satisfy Conditions.
      Notwithstanding the need to satisfy the conditions identified under Section
      13.6
      in order for this Agreement to become effective, each of the Parties agrees
      to
      use its diligent, commercially reasonable efforts to close the transactions
      contemplated by this Agreement in order for each of the conditions set forth
      in
      Section 13.6 to become satisfied as soon as reasonably possible.

     

    ARTICLE
      14

     

    INDEMNIFICATION
      AND INSURANCE

     

    14.1 By
      Acura.
      Acura
      shall defend, indemnify and hold harmless King and its Affiliates and each
      of
      their officers, directors, shareholders, employees, successors and assigns
      (collectively, “King
      Indemnitees”)
      from
      and against all claims, charges, complaints, actions, suits, proceedings,
      hearings, investigations and demands (“Claims”)
      of
      Third Parties, and all associated Losses, to the extent arising out of (a)
      the
      Development, use, manufacture or Commercialization of Products outside the
      Territory by or under authority of Acura (other than by King, its Affiliates
      or
      sublicensees pursuant to the licenses granted hereunder), (b) the Development,
      use, manufacture or Commercialization by or under authority of Acura (other
      than
      by King, its Affiliates or sublicensees pursuant to the licenses granted
      hereunder) of any products with respect to which Acura has exercised any rights
      under Section 5.3(a),
      (c) any
      breach by Acura of any representation, warranty, covenant or obligation given
      in
      this Agreement, or (d) the gross negligence or willful misconduct of Acura
      in
      the performance of its obligations hereunder; provided, however, that in all
      cases referred to in this Section 14.1, Acura shall not be liable to indemnify
      any King Indemnitee for any Losses to the extent that King is obligated to
      indemnify an Acura Indemnitee for such Losses pursuant to Section 14.2.


    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    14.2 By
      King.
      King
      shall defend, indemnify and hold harmless Acura and its Affiliates and each
      of
      their officers, directors, shareholders, employees, successors and assigns
      (collectively, “Acura
      Indemnitees”)
      from
      and against all Claims of Third Parties, and all associated Losses, to the
      extent arising out of (a) the Development, use, manufacture or Commercialization
      of Products in the Territory, (b) the Development, use or manufacture by King
      or
      its Affiliates or permitted sublicensees of Products outside the Territory,
      (c)
      any breach by King or any of its Affiliates of any representation or warranty,
      covenant, or obligation given in this Agreement or (d) the gross negligence
      or
      willful misconduct of King or any of its Affiliates in the performance of its
      obligations hereunder; provided, however, that in all cases referred to in
      this
      Section 14.2, King shall not be liable to indemnify any Acura Indemnitee for
      any
      Losses to the extent that Acura is obligated to indemnify a King Indemnitee
      for
      such Losses pursuant to Section 14.1.

     

    14.3 Procedure
      for Indemnification.

     

    (a) Notice.
      Each
      Party will notify promptly the other if it becomes aware of a Claim (actual
      or
      potential) by any Third Party (a “Third
      Party Claim”)
      for
      which indemnification may be sought by that Party and will give such information
      with respect thereto as the other Party shall reasonably request. If any
      proceeding (including any governmental investigation) is instituted involving
      any Party for which such Party may seek an indemnity under Section 14.1 or
      Section 14.2 (the “Indemnified
      Party”),
      the
      Indemnified Party shall not make any admission or statement concerning such
      Third Party Claim, but shall promptly notify the other Party (the “Indemnifying
      Party”)
      orally
      and in writing and the Indemnifying Party and Indemnified Party shall meet
      to
      discuss how to respond to any Third Party Claims that are the subject matter
      of
      such proceeding. The Indemnifying Party shall not be obligated to indemnify
      the
      Indemnified Party to the extent any admission or statement made by the
      Indemnified Party or any failure by such Party to notify the Indemnifying Party
      of the Claim materially prejudices the defense of such Claim.

     

    (b) Defense
      of Claim.
      The
      following provisions shall apply to any Claim to which a Party is entitled
      to
      indemnification from the other Party under this Article 14. If the Indemnifying
      Party elects to defend or, if local procedural rules or laws do not permit
      the
      same, elects to control the defense of a Third Party Claim, it shall be entitled
      to do so provided it gives notice to the Indemnified Party of its intention
      to
      do so within forty-five (45) days after the receipt of the written notice from
      the Indemnified Party of the potentially indemnifiable Third Party Claim (the
      “Litigation
      Condition”).
      Subject to compliance with the Litigation Condition, the Indemnifying Party
      shall retain counsel reasonably acceptable to the Indemnified Party (such
      acceptance not to be unreasonably withheld, refused, conditioned or delayed)
      to
      represent the Indemnified Party and shall pay the fees and expenses of such
      counsel related to such proceeding. In any such proceeding, the Indemnified
      Party shall have the right to retain its own counsel, but the fees and expenses
      of such counsel shall be at the expense of the Indemnified Party. The
      Indemnified Party shall not settle any Claim for which it is seeking
      indemnification without the prior consent of the Indemnifying Party which
      consent shall not be unreasonably withheld, refused, conditioned or delayed.
      The
      Indemnified Party shall, if requested by the Indemnifying Party, cooperate
      in
      all reasonable respects in the defense of such Claim that is being managed
      and/or controlled by the Indemnifying Party. The Indemnifying Party shall not,
      without the written consent of the Indemnified Party (which consent shall not
      be
      unreasonably withheld, refused, conditioned or delayed), effect any settlement
      of any pending or threatened proceeding in which the Indemnified Party is,
      or
      based on the same set of facts could have been, a party and indemnity could
      have
      been sought hereunder by the Indemnified Party, unless such settlement includes
      an unconditional release of the Indemnified Party from all liability on Claims
      that are the subject matter of such proceeding. If the Litigation Condition
      is
      not met, then neither Party shall have the right to control the defense of
      such
      Third Party Claim and the Parties shall cooperate in and be consulted on the
      material aspects of such defense at each Party’s own expense; provided that if
      the Indemnifying Party does not satisfy the Litigation Condition, the
      Indemnifying Party may at any subsequent time during the pendency of the
      relevant Third Party Claim irrevocably elect, if permitted by local procedural
      rules or laws, to defend and/or to control the defense of the relevant Third
      Party Claim so long as the Indemnifying Party also agrees to pay the reasonable
      fees and costs incurred by the Indemnified Party in relation to the defense
      of
      such Third Party Claim from the inception of the Third Party Claim until the
      date the Indemnifying Party assumes the defense or control thereof.

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    14.4 Assumption
      of Defense.
      Notwithstanding anything to the contrary contained herein, an Indemnified Party
      shall be entitled to assume the defense of any Third Party Claim with respect
      to
      the Indemnified Party, upon written notice to the Indemnifying Party pursuant
      to
      this Section 14.4, in which case the Indemnifying Party shall be relieved of
      liability under Section 14.1 or Section 14.2, as applicable, solely for such
      Third Party Claim and related Losses.

     

    14.5 No
      Consequential or Punitive Damages.
      NEITHER
      PARTY HERETO WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
      EXEMPLARY, PUNITIVE OR MULTIPLE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE
      EXERCISE OF ITS RIGHTS HEREUNDER, OR FOR LOST PROFITS ARISING FROM OR RELATING
      TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES.
      NOTHING IN THIS SECTION 14.5 IS INTENDED TO LIMIT OR RESTRICT THE
      INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY PURSUANT TO SECTIONS
      14.1
      AND 14.2 WITH RESPECT TO THIRD PARTY CLAIMS. 

     

    14.6 Insurance.
      Each
      Party shall maintain product liability insurance for clinical trials performed
      by such Party pursuant to this Agreement and King shall also maintain product
      liability insurance for commercial sales of Products pursuant to this Agreement,
      in each case to support the indemnity provided to the other Party pursuant
      to
      this Agreement, in such amounts customarily maintained with respect to its
      other
      products and which is reasonable and customary in the pharmaceutical industry
      for companies of comparable size and activities. Such insurance policies shall
      remain in effect throughout the Term and for the period of time for which either
      Party has indemnification obligations following termination of this Agreement
      and shall not be cancelled or subject to a reduction of coverage without the
      prior written authorization of the other Party. Upon request by the other Party,
      a Party shall furnish certificates of insurance for all of the above noted
      policies. Each insurance policy that is required under this Section shall be
      obtained from an insurance carrier with an A.M. Best rating of at least A-VII.
      King shall be entitled to arrange coverage provided under this Section 14.6
      by
      means of self-insurance and in such event shall promptly notify
      Acura.

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    ARTICLE
      15

     

    HSR

     

    15.1 HSR.
      Promptly following the Execution Date, King (or its Affiliates) and Acura (or
      its Affiliates) shall use Commercially Reasonable Efforts to take (i) all
      actions necessary to make the filing required under the HSR Act and (ii) reply
      at the earliest practicable date to any requests for information received from
      the Federal Trade Commission (“FTC”)
      or
      Antitrust Division of the U.S. Department of Justice (“DoJ”)
      pursuant to the HSR Act. The Parties shall, to the extent reasonably
      practicable, consult with one another prior to making any filings, responses
      to
      inquiries, or other contacts with the FTC or DoJ concerning the transactions
      contemplated hereby. Each Party shall bear its own expenses in connection with
      activities under this Article 15, except that King shall be responsible for
      the
      fee due to the FTC in respect of such filing.

     

    ARTICLE
      16

     

    TERM
      AND TERMINATION

     

    16.1 Term.
      The
      Term shall commence on the Effective Date and expire, unless earlier terminated
      upon the mutual written agreement of the Parties or in accordance with the
      provisions of this Article 16, on the date of expiration of all royalty and
      other payment obligations (the “Expiration
      Date”)
      under
      this Agreement. Upon the Expiration Date, the licenses granted to King by Acura,
      shall become fully paid-up and irrevocable, subject to any obligations which
      have accrued prior to the Expiration Date.

     

    16.2 Termination
      Prior to Closing.
      In the
      event the Effective Date has not occurred prior to [***]
      either
      Party may terminate this Agreement in its entirety immediately upon giving
      notice to the other Party.

     

    16.3 Termination
      by King.
      King
      may at any time after [***]
      terminate this Agreement in its entirety or with respect to any Product, without
      cause, by giving Acura after such date no less than twelve (12) months advance
      written notice of such termination. In addition, King may terminate this
      Agreement in its entirety if Regulatory Approval of the NDA for Product A is
      not
      received prior to [***]
      (provided such failure to receive Regulatory Approval by such date is not caused
      by a clearly defined action or omission of King) and such termination shall
      be
      effective upon King giving written notice of such termination to Acura following
      such date. Further, King may terminate this Agreement with respect to a Product
      with respect to a country if Regulatory Approval for such Product is withdrawn
      by a Regulatory Authority in such country and such termination shall be
      effective upon King giving written notice of such termination to Acura following
      such withdrawal.

     

    16.4 Termination
      by Acura.
      Acura
      may terminate this Agreement with regards to a Product in the United States
      in
      the event that such Product is not commercially launched by King, an Affiliate
      of King, or a sublicensee of King in the United States within one hundred twenty
      (120) days after receipt of Regulatory Approval of such Product in the United
      States.

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    16.5 Termination
      for Breach or Bankruptcy.

     

    (a) Each
      Party (the “Non-Breaching
      Party”)
      shall
      be entitled to terminate this Agreement on a Product-by-Product,
      country-by-country basis, by written notice to the other Party (the
“Breaching
      Party”)
      in the
      event that the Breaching Party is materially in default of any of its material
      obligations hereunder relating to such Product and such country and fails to
      remedy such default within sixty (60) days (or, in the case of payment defaults,
      within thirty (30)) days after provision of written notice thereof by the
      Non-Breaching Party identifying the alleged breach in reasonable
      detail.

     

    (b) The
      effective date of termination of this Agreement under this Section 16.5 for
      an
      unremedied material breach of a material obligation shall be the date sixty
      (60)
      days (or, in the case of an unremedied payment default, thirty (30) days) after
      provision of written notice thereof by the Non-Breaching Party.

     

    (c) This
      Agreement may be terminated by a Party upon written notice to the other in
      the
      event that (i) the other Party shall make an assignment for the benefit of
      its
      creditors, file a petition in bankruptcy, petition or apply to any tribunal
      for
      the appointment of custodian, receiver or any trustee for it or a substantial
      part of its assets, or shall commence any proceeding under any bankruptcy,
      reorganization, arrangement, readjustment of debt, dissolution or liquidation
      law or statute of any jurisdiction, whether now or hereafter in effect; or
      (ii)
      if there shall have been filed against the other Party any such bona fide
      petition or application, or any such proceeding shall have been commenced
      against it, in which an order for relief is entered or which remains undismissed
      for a period of ninety (90) days or more; or (iii) if the other Party by any
      act
      or omission shall indicate its consent to, approval of or acquiescence in any
      such petition, application or proceeding or order for relief or the appointment
      of a custodian, receiver or trustee for it or any substantial part of its
      assets, or shall suffer any such custodianship, receivership or trusteeship
      to
      continue undischarged for a period of ninety (90) days or more; or (iv) anything
      analogous to any of the foregoing occurs in any applicable jurisdiction.
      Termination shall be effective upon the date specified in such
      notice.

     

    16.6 Patent
      Challenge.
      Acura
      will be permitted to terminate this Agreement by written notice effective upon
      receipt if King or its Affiliates (other than an Affiliate conducting such
      action prior to a Change of Control of such Affiliate), directly or indirectly
      through assistance granted to a Third Party, commence any interference or
      opposition proceeding, challenge the validity or enforceability of, or oppose
      any extension of or the grant of a supplementary protection certificate with
      respect to, any Aversion Patent Rights (each such action, a “Patent
      Challenge”).
      King
      will include provisions in all agreements granting sublicenses of King’s rights
      hereunder providing that if the sublicensee or its Affiliates undertake a Patent
      Challenge with respect to any Aversion Patent Rights under which the sublicensee
      is sublicensed, King will be permitted to terminate such sublicense agreement.
      If a sublicensee of King (or an Affiliate of such sublicensee) undertakes a
      Patent Challenge of any such Aversion Patent Right under which such sublicensee
      is sublicensed, then King upon receipt of notice from Acura of such Patent
      Challenge will terminate the applicable sublicense agreement. If King fails
      to
      so terminate such sublicense agreement, Acura may terminate King’s right to
      sublicense in the countr(ies) covered by such sublicense agreement and any
      sublicenses previously granted in such countr(ies) shall automatically
      terminate. In connection with such sublicense termination, King shall cooperate
      with Acura’s reasonable requests to cause such a terminated sublicensee to
      discontinue activities with respect to the Product in such
      countr(ies).

    
      

        [***Confidential
          treatment requested pursuant to a request for confidential treatment filed
          with
          the

          Securities
          and Exchange Commission. Omitted portions have been separately filed with
          the
          Commission.]

         

      

    

    
      
        
        

      

      
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    16.7 Consequences
      of Termination.

     

    (a) Termination
      by either Party under Section 16.2.
      In the
      event this Agreement is terminated in its entirety by either Party under Section
      16.2, then, notwithstanding Section 16.9, any and all rights, obligations and
      covenants of the Parties set forth in Article 13 shall terminate in their
      entirety.

     

    (b) Termination
      by King at Will or by Acura for King’s Breach or Bankruptcy or a Patent
      Challenge.
      Upon
      any termination of this Agreement by King pursuant to Section 16.3 or by Acura
      pursuant to Section 16.4, 16.5 or 16.6:

     

    (i) Any
      and
      all licenses granted by Acura to King under this Agreement shall terminate
      in
      their entirety or with respect to the Product(s) and country(ies) to which
      the
      termination relates, as the case may be, on the effective date of such
      termination, and the licenses granted by King to Acura under this Agreement
      shall continue;

     

    (ii) King
      shall, upon Acura’s written request, assign and transfer to Acura, or its
      Affiliates as requested by Acura, at no expense to Acura or its Affiliates,
      and
      free of any liens, pledges, security interests and other financial encumbrances
      including those incurred in the Commercialization of the Product, all of King’s
      right, title and interest in and to the trademarks (including any goodwill
      associated therewith) which are solely used in connection with Commercialization
      of Product(s) (for the avoidance of doubt, excluding the King housemark as
      well
      as any other trademarks used in connection with any other product(s) or in
      connection with King’s business in the Field generally), any registrations and
      design patents for any of the foregoing and any internet domain name
      registrations for such trademarks and slogans, all regulatory filings (such
      as
      INDs and NDAs), other Regulatory Approvals, and clinical trial agreements (to
      the extent assignable and not cancelled) for such Product(s) in such
      country(ies), and all data, including clinical data, materials and information
      of any kind or nature whatsoever, in King’s possession or in the possession of
      its Affiliates or its or their respective agents related to such Product(s)
      in
      such country(ies) developed under this Agreement. All such filings, approvals
      and data transferred to Acura pursuant to this Section 16.7 shall be deemed
      to
      be Acura Confidential Information;

     

    (iii) If
      King
      is responsible for the commercial supply of Product at the time of termination,
      then King shall supply, or cause to be supplied, to Acura, upon Acura’s written
      request, Acura’s or its licensee’s commercial requirements of Product, pursuant
      to a supply agreement to be negotiated in good faith by the Parties on
      commercially reasonable terms, provided that (1) any and all or part of King’s
      remaining supply and inventory of Product shall be provided to Acura at King’s
      fully burdened cost of goods plus [***]
      (2) any
      additional requirements for Product shall be supplied to Acura or its licensee
      at King’s fully burdened cost of goods plus [***]
      (3)
      King’s supply obligation shall not continue for more than twenty-four (24)
      months after the termination of this Agreement, (4) King shall maintain the
      same
      quality and specifications for manufacturing Product as immediately prior to
      notice of termination, and (5) Acura shall effect a transfer as soon as
      practicable of Product manufacturing activities from King to another supplier.
      King shall also provide Acura or its designated supplier, at Acura’s cost,
      reasonable assistance and cooperation in providing a manufacturing transfer
      package with the goal of enabling Acura or such designated supplier to
      manufacture the Product; and

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    (iv) Other
      than in Section 16.7(b)(iii) above, King shall cease Developing, manufacturing,
      and Commercializing such Products under this Agreement and the licenses granted
      to King hereunder with respect to such Products shall terminate.

     

    (c) Termination
      due to Acura’s Breach or Bankruptcy or Termination by Either Party Prior to
      Closing.
      Upon
      any termination of this Agreement by King with respect to a Product or country
      under Section 16.5(a) or termination of this Agreement in its entirety by King
      pursuant to Sections 16.5(a) or 16.5(c) or a termination by either Party
      pursuant to Section 16.2, any and all licenses granted by Acura to King under
      this Agreement shall terminate in their entirety or with respect to the
      Product(s) and country(ies) to which the termination relates, as the case may
      be, on the effective date of such termination.

     

    (d) Royalty
      and Payment Obligations.
      Termination of this Agreement by either Party for any reason will not release
      King from any obligation to pay royalties or milestones or to make any payments
      to Acura which were accrued prior to the effective date of termination
      (including for milestone events achieved under Article 8, prior to the date
      of
      termination) or that relate to Product(s) or country/countries to which such
      termination does not relate. However, termination of this Agreement by either
      Party for any reason will release King from any obligation to pay royalties
      or
      make any payments to Acura which would have otherwise become accrued after
      the
      effective date of termination (provided that King shall be obligated to pay
      royalties after the effective date of termination for Products sold prior to
      such effective date).

     

    (e) Non-Exclusive
      Remedy for Breach.
      The
      provisions of this Section 16.7 are not intended to be exclusive and are without
      prejudice to the rights of the Parties to seek any other rights and remedies
      that they may have under this Agreement, at law or in equity or
      otherwise.

     

    16.8 Bankruptcy.
      Any
      licenses or rights granted under or pursuant to this Agreement by Acura to
      King
      are, and shall otherwise be deemed to be, for purposes of Section 365(n) of
      Title 11, US Code (the “Bankruptcy
      Code”),
      licenses of rights to “intellectual property” as defined under Section 101(35A)
      of the Bankruptcy Code. The Parties agree that during the Term, King, as a
      licensee of rights under this Agreement, shall retain and may fully exercise
      all
      of its rights and elections under the Bankruptcy Code, subject to the continued
      performance of its obligations under this Agreement.

     

    16.9 Survival
      of Obligations.
      Subject
      to Section 16.7(a), Sections 11.1, 11.2, 13.1 (for the periods of time set
      forth
      therein), 13.2, 13.3, 13.4, 16.7, 16.8, 16.9 and Articles 10, 12, 14 and 17
      and
      any definitions used in any such Section or Article shall survive the
      termination of this Agreement in its entirety. Except for obligations which
      clearly are not intended to continue in respect of a partial termination
      pursuant to Section 16 (including the applicable diligence obligation), with
      respect to the country or Product terminated, all obligations in this Agreement
      shall survive such partial termination.

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

     

    
      
        
        

      

      
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    ARTICLE
      17

    MISCELLANEOUS
      

     

    17.1 Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of New York without regard
      to its conflict of laws rules or principles.

     

    17.2 Compliance
      with Law.
      Each
      Party hereby covenants and agrees to comply in all material respects with all
      laws and regulations applicable to its activities in connection with the
      Development, supply and Commercialization of the Products, including
      the requirements of the PDM Act, the Controlled Substances Act and any import
      and export laws and regulations.

     

    17.3 Force
      Majeure.
      Neither
      Party shall be responsible to the other Party for nonperformance or delay in
      performance of the terms or conditions of this Agreement due to acts of God,
      acts of governments, war (declared or undeclared), acts of terrorism, riots,
      strikes, accidents in transportation, or other causes beyond the reasonable
      control of such Party, but such force majeure shall toll any and all obligations
      (other than payment obligations) and time periods for so long as such force
      majeure continues. Upon the occurrence of an event of force majeure, the Party
      whose performance is affected thereby shall notify the other Party promptly
      of
      such event. Upon the cessation of such event, such Party shall take all
      reasonable steps within its power to resume with the least possible delay
      compliance with its obligations hereunder.

     

    17.4 Waiver.
      The
      waiver by a Party of a breach or a default of any provision of this Agreement
      by
      the other Party shall not be construed as a waiver of any subsequent breach
      of
      the same or any other provision hereof, nor shall any delay or omission on
      the
      part of a Party to exercise or avail itself of any right, power or privilege
      that it has or may have hereunder operate as a waiver of that or any other
      right, power or privilege of such Party hereunder.

     

    17.5 Notices.
      Any
      notice or other communication required or permitted to be given in connection
      with this Agreement must be in writing and may be given by any of the following
      methods: (i) personal delivery with a signed acknowledgement of receipt; (ii)
      registered or certified mail, postage prepaid, return receipt requested; or
      (iii) by overnight delivery service with a signed acknowledgement of receipt.
      Notice shall be effective when delivered to the addressee at the address listed
      below or such other address as the addressee shall have specified in a written
      notice actually received by the addresser.

     

    If
      to
      Acura:

     

    Acura
      Pharmaceuticals, Inc.

    616
      N.
      North Court, Suite 120

    Palatine,
      IL 60067

    Attn:
      Andrew Reddick, President and CEO

    


    and

    


    Morgan,
      Lewis & Bockius LLP

    502
      Carnegie Center

    Princeton,
      NJ 08540

    Attn:
      Randall B. Sunberg

    

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

    

    


    
      
        
        

      

      
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    If
      to
      King:

    


    King
      Pharmaceuticals Research and Development, Inc.

    c/o
      King
      Pharmaceuticals, Inc.

    501
      Fifth
      Street

    Bristol,
      TN 37620

    Attn:
      General Counsel

    


    and

    


    King
      Pharmaceuticals Research and Development, Inc.

    c/o
      King
      Pharmaceuticals, Inc.

    400
      Crossing Blvd

    8th
      Floor

    Bridgewater,
      NJ 08801

    Attn:
      General Counsel

     

    17.6 Relationship
      of the Parties.
      The
      Parties are independent contractors. Nothing herein is intended, or shall be
      deemed, to constitute a partnership, agency, joint venture or employment
      relationship between the Parties. Neither Party shall be responsible for the
      other Party’s acts or omissions; and neither Party shall have authority to speak
      for, represent or obligate the other Party in any way without prior written
      authority from the other Party. Subject to the terms of this Agreement, the
      activities and resources of each Party shall be managed by such Party, acting
      independently and in its individual capacity.

     

    17.7 Entire
      Agreement.
      This
      Agreement and the Schedules attached hereto (which Schedules are incorporated
      herein by reference and are deemed to be a part of this Agreement for all
      purposes) constitute the entire agreement of the Parties with respect to the
      subject matter hereof and supersede all prior understandings and writings
      between the Parties relating thereto. No amendment, waiver, alteration or
      modification of any of the provisions of this Agreement shall be binding unless
      made in writing and signed by the Parties.

     

    17.8 Headings.
      The
      headings contained in this Agreement are for convenience of reference only
      and
      shall not be considered in interpreting this Agreement.

     

    17.9 Severability.
      In the
      event that any provision of this Agreement is held by a court of competent
      jurisdiction to be unenforceable because it is invalid or in conflict with
      any
      law of any relevant jurisdiction, the validity of the remaining provisions
      of
      this Agreement shall not be affected thereby, and the Parties shall negotiate
      a
      substitute provision that, to the extent possible, accomplishes the original
      business purpose of the unenforceable provision. During the period of such
      negotiation, and thereafter if no substituted provision is agreed upon in
      writing by the Parties, any such provision which is enforceable in part but
      not
      in whole shall be enforced to the maximum extent permitted by law.

    
       

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

    
      
        
        

      

      
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    17.10 Assignment
      and Transfer.
      Neither
      this Agreement nor any right or obligation hereunder may be assigned or
      otherwise transferred by either Party without the prior written consent of
      the
      other Party, except each Party may, without consent of the other Party, assign
      or otherwise transfer this Agreement and its rights and obligations hereunder
      in
      whole or in part: (a) to any Affiliate; (b) in connection with a Change of
      Control; or (c) in connection with any Sale of the Field Business; or (d) to
      any
      Third Party in connection with a transaction in which such Party acquires
      control of another Third Party or any of its products, assets or businesses
      (whether by license, asset or company acquisition, merger, joint venture,
      partnership or other business transaction or combination), where in such
      transaction [***]
      represent less than fifty percent (50%) of the net present value of such
      transaction (as set forth in such Party's final presentation to its board of
      directors seeking corporate approval for such transaction), and where the
      Federal Trade Commission or Department of Justice of the United States requires
      such Party to divest the Products that are the subject matter of this Agreement
      and only the Products. Any attempted assignment or other transfer not in
      accordance with this Section 17.10 shall be void. Any permitted assignee shall
      assume in writing all assigned obligations of its assignor under this Agreement.
      The Party making any assignment or other transfer permitted under this Section
      17.10 shall provide prompt written notice to the other Party of such assignment
      or transfer. Notwithstanding any provision herein to the contrary, Acura shall
      be entitled to assign its rights to receive payments under this Agreement to
      a
      Third Party and King shall be entitled to assign its rights under this Agreement
      as security to any financial institution providing financing to King, pursuant
      to the terms of the relevant security agreement; provided, further, that any
      permitted assignment shall protect Acura’s rights under this
      Agreement.

     

    17.11 Successors
      and Assigns.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the Parties hereto and their successors and permitted
      assigns.

     

    17.12 Interpretation.

     

    (a) General.
      Unless
      the context of this Agreement otherwise requires, (a) words of one gender
      include the other gender; and (b) words using the singular or plural number
      also
      include the plural or singular number, respectively. Whenever this Agreement
      refers to a number of days, unless otherwise specified, such number shall refer
      to calendar days.

     

    (b) Other
      Definitional and Agreement References.
      References to any agreement, contract, statute, act, or regulation are to that
      agreement, contract, statute, act, or regulation as amended, modified or
      supplemented from time to time in accordance with the terms hereof and thereof.
      

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
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    (c) Capitalization.
      Any
      capitalized terms used in any Exhibit or Schedule but not otherwise defined
      therein, shall have the meaning as defined in this Agreement.

     

    (d) Date
      References.
      References from or through any date mean, unless otherwise specified, from
      and
      including or through and including, respectively.

     

    (e) Schedules.
      All
      Schedules annexed hereto or referred to herein are hereby incorporated in and
      made a part of this Agreement as if set forth in full herein.

     

    (f) Person
      References.
      References to any person include the successors and permitted assigns of that
      Person.

     

    (g) References
      to Parts of this Agreement.
      References to Articles, Sections, and Schedules are to Articles, Sections and
      Schedules of this Agreement unless otherwise specified.

     

    (h) Other
      Definitional and Interpretative Provisions.
      The
      words “hereof”, “herein” and “hereunder” and words of like import used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement. Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
      the words “without limitation”, whether or not they are in fact followed by
      those words or words of like import. “Writing”, “written” and comparable terms
      refer to printing, typing and other means of reproducing words (including
      electronic media) in a visible form. 

     

    17.13 Counterparts.
      This
      Agreement may be executed manually, electronically in Adobe® PDF file format, or
      by facsimile by the Parties, in any number of counterparts, each of which shall
      be considered one and the same agreement and shall become effective when a
      counterpart hereof shall have been signed by each of the Parties and delivered
      to the other Party. 

     

    17.14 Further
      Actions.
      Each
      Party will duly execute and deliver, or cause to be duly executed and delivered,
      such further instruments and do and cause to be done such further acts and
      things, as may be necessary or as the other Party may reasonably request in
      connection with this Agreement or to carry out more effectively the provisions
      and purposes, or to better assure and confirm unto such other Party its rights
      under this Agreement, including executing and delivering appropriate assignment
      and assumption agreements and bill of sale documentation in connection with
      the
      transfer of ownership for NDA, copyright rights, domain names and regulatory
      filings which are to be transferred hereunder.

     

    [Signature
      Page Follows]

    
       

      [***Confidential
        treatment requested pursuant to a request for confidential treatment filed
        with
        the

        Securities
        and Exchange Commission. Omitted portions have been separately filed with
        the
        Commission.]

       

    

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
      in
      their names by their properly and duly authorized officers or representatives
      as
      of the date first written above.

    
      	 	 	 
	 	
              ACURA
                PHARMACEUTICALS, INC.

            
	 
 	 
 	 
 
	
            	By:  	Andrew
              D. Reddick
	 	
              

              Name: Andrew
                D. Reddick

              Title: CEO
                and President

            


    

    
      
        	 	 	 
	 	
                
                  KING
                    PHARMACEUTICALS RESEARCH AND DEVELOPMENT,
                    INC.

                

              
	 
 	 
 	 
 
	
              	By:  	Brian
                A.
                Markison
	 	
                

                
                  Name: Brian
                    A. Markison

                  Title: Chairman,
                    CEO and President

                

              


      

    

     

    King
      Pharmaceuticals, Inc. hereby irrevocably and unconditionally guarantees to
      Acura
      the prompt and full discharge by King (as such term is defined under this
      Agreement) of all of King’s covenants, agreements, obligations and liabilities
      under this Agreement including, without limitation, the due and punctual payment
      of all amounts which are or may become due and payable by King hereunder when
      and as the same shall become due and payable, in accordance with the terms
      hereof.

    
      
        	 	 	 
	 	
                
                  KING
                    PHARMACEUTICALS, INC.

                

              
	 
 	 
 	 
 
	
              	By:  	Brian
                A.
                Markison
	 	
                

                
                  Name: Brian
                    A. Markison

                  Title: Chairman,
                    CEO and President

                

              


      

      
         

          


          [SIGNATURE
            PAGE TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

           

        

        
          [***Confidential
            treatment requested pursuant to a request for confidential treatment
            filed with
            the

            Securities
            and Exchange Commission. Omitted portions have been separately filed
            with the
            Commission.]

           

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Execution
      Version CONFIDENTIAL

     

    SCHEDULE
      1.9

    


    AVERSION®
      PATENT RIGHTS

    


    [***]

    


    CONTINUED
      ON NEXT PAGE

     

    


    [SCHEDULE
      4.1(A) TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

     

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]


    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    Execution
      Version CONFIDENTIAL


    


    AVERSION®
      PATENT RIGHTS

    


    [***]

     

    


    [SCHEDULE
      4.1(A) TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

     

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]


    
      
        
        

      

      
        
        

        
          

        

      

       

    

    


    Execution
      Version CONFIDENTIAL

     

     

    SCHEDULE
      4.1(a)

    


    Initial
      Product A Development Plan and Budget


    


    [***]

     

    

      [SCHEDULE
        4.1(A) TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION
        AGREEMENT]

    

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]


    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

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    SCHEDULE
      4.1(a)

    


    Initial
      Product A Development Budget 


    


    [***]

     

    [SCHEDULE
      4.1(A) TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]


    
      
        
        

      

      
        
        

        
          

        

      

       

    

    


    Execution
      Version CONFIDENTIAL

     

     

    SCHEDULE
      6.2

    


    Table
      of Contents of a Commercialization Plan for Each
      Product


     

    [***]

     

    [SCHEDULE
      6.2 TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    Execution
      Version CONFIDENTIAL

     

    SCHEDULE
      8.2

     

    Milestone
      Events And Payments

     

    


    
      	
              MILESTONE
                EVENT

            	 	
              PRODUCT
                AND PAYMENTS

              $
                Millions

            	 
	 	 	
              Product
                A

            	 	
              Product
                B

            	 	
              Other
                Products

              (See
                Note Below)

            	 
	
              FDA
                approval of the first NDA for each Product

            	 	
              [***]

            	 	
              [***]

            	 	
              [***]

            	 
	 	 	 	 	 	 	 	 
	
              [***]

            	 	
              [***]

            	 	
              [***]

            	 	
              [***]

            	 
	 	 	 	 	 	 	 	 
	
              Calendar
                Year in which Net Sales for Products in the Territory exceed $750
                million

            	 	 	 	 

              One-time
                payment of $50

            	 	 	 
	
              [***]

            	 	
              [***]

            	 	
              Not
                Applicable

            	 	
              Not
                Applicable 

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              [***]

            	 	
              [***]

            	 	
              Not
                Applicable

            	 	
              Not
                Applicable 

            	 


    

     

    NOTES:
      A
      one time milestone payment of [***]
      will be
      payable to Acura upon FDA approval [***]
      of the
      first NDA for each Product containing [***]
      other
      than oxycodone HCl. For example, upon the first NDA approved for Product C
      [***]
      will be
      payable, upon the first NDA approval for Product D [***]
      will be
      payable, and upon the first NDA approval of any Product containing each
      additional [***]
      an
      additional $20 million will be payable for each such [***]
      If
      there
      is the simultaneous successful achievement of the [***]
      then the
      last two milestones shall be due at the same time. Should King determine that
      [***]

     

    [SCHEDULE 8.2
      TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      Execution
        Version CONFIDENTIAL

       

    

    SCHEDULE
      12.6

    Joint
      Press Release

    


     

    
      	 	 	 	
              

            
	 	 	 	 

              King
                Pharmaceuticals Contacts:

              James
                E. Green, Executive Vice President, Corporate Affairs

              423-989-8125

              David
                E. Robinson, Senior Director, Corporate Affairs

              423-989-7045

              


              Acura
                Pharmaceuticals Contact:

              Peter
                A. Clemens, SVP Investor Relations & CFO

              847-705-7709

            


    

     

    FOR
      IMMEDIATE RELEASE

    


    KING
      PHARMACEUTICALS AND ACURA PHARMACEUTICALS ENTER AGREEMENT TO DEVELOP AND
      COMMERCIALIZE IMMEDIATE RELEASE PAIN MEDICINES UTILIZING ACURA'S
      AVERSION®
      (ABUSE-DETERRENT) TECHNOLOGY

    


    Transaction
      Expands King’s Near-term Pipeline of Products

    Designed
      to Deter Common Methods of Opioid Abuse

    


    BRISTOL,
      TENNESSEE and PALATINE, ILLINOIS, October 31, 2007 - King Pharmaceuticals,
      Inc.
      (NYSE: KG) and Acura Pharmaceuticals, Inc. (OTC.BB-ACUR) announced today that
      the companies have entered into a License, Development and Commercialization
      Agreement (the "Agreement") for the United States, Canada, and Mexico (the
      “Territory”) encompassing a potentially wide range of opioid analgesic products
      utilizing Acura’s patented Aversion®
      (abuse-deterrent) Technology platform. The companies have initially targeted
      development and commercialization of four immediate release opioid analgesic
      products, including ACUROXTM Tablets (oxycodone HCl, niacin, and a unique
      combination of other ingredients), formerly known as OxyADF, for treating
      moderate to severe acute pain.

    


    Brian
      A.
      Markison, Chairman, President and CEO of King, stated, “This transaction
      demonstrates our commitment to building on our strengths in specialty markets
      where we have a strong presence and existing capabilities. We are excited about
      partnering with Acura, which directly aligns with our recently announced
      emphasis on King’s neuroscience and hospital/acute care platforms, particularly
      our growing pain management franchise.”

    


    Andy
      Reddick, President and CEO of Acura said, “We believe King’s abuse-deterrent
      analgesic brand product pipeline and neuroscience expertise perfectly complement
      our Aversion®
      Technology platform. King is clearly leading the pharmaceutical industry with
      its understanding of the opportunities and challenges relating to the market
      for
      products designed to discourage prescription drug abuse."

    


    Mr.
      Reddick added, “We look forward to working closely with King to bring innovative
      immediate release opioid analgesic products to market utilizing our
      Aversion®
      (abuse-deterrent) Technology. Discouraging prescription drug abuse benefits
      patients, healthcare providers, third party payors, and society as a whole,
      while at the same time we expect to create substantial value for King and Acura
      shareholders.”

     

    [SCHEDULE
      12.6 TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Execution
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    Dr.
      Eric
      Carter, Chief Science Officer of King, commented, “Opioid analgesics play a very
      important role in the effective management of moderate to severe pain. However,
      abuse and misuse of these medicines represents a major area of concern among
      physicians, pharmacists, patients, and the health-care sector. At King, we
      are
      committed to addressing this important public health issue and the needs of
      our
      customers by offering pain medicines that are proven effective and incorporate
      safe and appropriate means to discourage abuse and misuse.” 

    


    Dr.
      Carter added, “We believe Acura and our long-established partner, Pain
      Therapeutics, have developed unique platforms designed to address the challenges
      related to abuse and misuse of immediate release and long-acting pain medicines.
      Acura’s innovative and proprietary Aversion® Technology has the potential to
      significantly reduce common methods of abuse associated with immediate release
      opioids used for the treatment of acute pain. Similarly, REMOXYTM
      (long
      acting oral oxycodone) and other long-acting opioids that we are jointly
      developing with Pain Therapeutics utilizing Durect Corporation’s
      SABERTM
      formulation technology have significant potential to deter common methods of
      abuse associated with long-acting opioids used for the treatment of chronic
      pain.” 

    


    “Our
      alliance with Acura will help further address this growing opportunity and
      adds
      considerable strength to King's pipeline, allowing for the development of
      multiple future medicines,” concluded Dr. Carter.

    


    About
      the License, Development and Commercialization Agreement

    


    The
      Agreement provides King with an exclusive license in the Territory for ACUROXTM
Tablets (formerly OxyADF) and another undisclosed opioid product utilizing
      Acura's Aversion®
      Technology. In addition, the Agreement provides King with an option to license
      in the Territory all future opioid analgesic products developed utilizing
      Acura's Aversion®
      Technology.

    


    Under
      the
      terms of the Agreement, King will make an upfront cash payment to Acura of
      $30
      million. Depending on the achievement of certain development and regulatory
      milestones, King could also make additional cash payments to Acura of up to
      $28
      million relating to ACUROXTM Tablets and similar amounts with respect to each
      subsequent Aversion®
      Technology product developed under the Agreement. King will reimburse Acura
      for
      all research and development expenses incurred beginning from September 19,
      2007
      for ACUROXTM Tablets and all research and development expenses related to future
      products after King's exercise of its option to an exclusive license for each
      future product. King will record net sales of all products and pay Acura a
      royalty ranging from 5% to 25% based on the level of combined annual net sales
      for all products subject to the Agreement. King will also make a one-time cash
      payment to Acura of $50 million in the first year in which the combined annual
      net sales of all products exceed $750 million.

    


    King
      and
      Acura will form a joint steering committee to coordinate development and
      commercialization strategies. With King’s oversight, Acura will conduct all
      ACUROXTM Tablet development activities through approval of a New Drug Application
      (“NDA”) and thereafter King will commercialize ACUROXTM in the U.S. With respect
      to all other products subject to the Agreement, King will be responsible for
      development and regulatory activities following either acceptance of an
      Investigational New Drug Application by the U.S. Food and Drug Administration
      (“FDA”) or Acura's demonstration of certain stability and pharmacokinetic
      characteristics for each future product. All products developed pursuant to
      the
      Agreement will be manufactured by King or a third party contract manufacturer
      under the direction of King. Subject to the Agreement, King will have final
      decision making authority with respect to all development and commercialization
      activities for all products licensed.

     

    [SCHEDULE 12.6
      TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Execution
        Version CONFIDENTIAL



    The
      Agreement closing is subject to antitrust review under the Hart-Scott-Rodino
      Antitrust Improvements Act.

    


    The
      United States Patent and Trademark Office has granted U.S. Patent No. 7,201,920
      relating to Acura’s Aversion®
      (abuse-deterrent) Technology, which expires on March 16, 2025.

    


    About
      ACUROXTM Tablets

    


    ACUROXTM
      (formerly OxyADF) is an orally administered immediate release tablet containing
      oxycodone HCl as an active analgesic ingredient, niacin as an active ingredient
      in subtherapeutic amounts, and a unique combination of other ingredients.
      ACUROXTM Tablets are intended to effectively treat moderate to moderately severe
      pain while discouraging the three most common methods of prescription drug
      abuse
      including (i) intravenous injection of dissolved tablets, (ii) nasal snorting
      of
      crushed tablets and (iii) intentional swallowing of excessive numbers of
      tablets.

    


    Earlier
      this year, Acura reached agreement with the FDA on a Special Protocol Assessment
      for a pivotal Phase 3 clinical trial evaluating ACUROXTM Tablets. This clinical
      trial is a randomized, double-blind, placebo-controlled, multi-center,
      repeat-dose study evaluating the safety and efficacy of ACUROXTM Tablets for the
      treatment of acute, moderate to moderately severe postoperative pain. The 3-arm
      clinical trial compares two dose levels of ACUROXTM Tablets to placebo and is
      targeted to enroll 135 patients per arm (approximately 405 patients in total).
      Study medication will be administered to patients every six hours for 48 hours
      following the onset of moderate to severe pain following bunionectomy surgery.
      This pivotal Phase 3 clinical trial began enrolling patients in September with
      a
      final study report expected in the second half of 2008.

    


    About
      King Pharmaceuticals

    


    King,
      headquartered in Bristol, Tennessee, is a vertically integrated branded
      pharmaceutical company. King, an S&P 500 Index company, seeks to capitalize
      on opportunities in the pharmaceutical industry through the development,
      including through in-licensing arrangements and acquisitions, of novel branded
      prescription pharmaceutical products in attractive markets and the strategic
      acquisition of branded products that can benefit from focused promotion and
      marketing and life-cycle management.

     

    [SCHEDULE
      12.6 TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Execution
      Version CONFIDENTIAL

     

    About
      Acura Pharmaceuticals

    


    Acura
      Pharmaceuticals, Inc. is a specialty pharmaceutical company engaged in research,
      development and manufacture of innovative Aversion®
      (abuse
      deterrent) Technology and related product candidates.

    


    Forward-looking
      Statements

    


    This
      release contains forward-looking statements which reflect managements’ current
      views of future events and operations, including, but not limited to, statements
      pertaining to the expected benefits to the companies’ shareholders as a result
      of the Agreement; statements pertaining to the potential of the
      Aversion®
      Technology and SABERTM
      formulation technology to reduce some common methods of abuse of opioids;
      statements pertaining to the expected timetable for the ACUROXTM
      Tablets
      Phase 3 clinical trial; and statements pertaining to the potential for the
      companies to successfully develop multiple future products. These
      forward-looking statements involve certain significant risks and uncertainties,
      and actual results may differ materially from the forward-looking statements.
      Some important factors which may cause actual results to differ materially
      from
      the forward-looking statements include dependence on the successful development
      and commercialization of ACUROXTM
      Tablets
      and other products subject to the Agreement; dependence on the companies’
abilities to obtain the necessary regulatory approvals and close the transaction
      as expected; dependence on the companies’ abilities to successfully manufacture
      products subject to the Agreement following the necessary regulatory approval;
      dependence on the companies’ compliance with FDA and other government
      regulations that relate to their respective businesses; dependence on the
      successful development and commercialization of REMOXYTM
      and
      other products that King is jointly developing with Pain Therapeutics;
      dependence on unexpected changes in technologies and technological advances;
      dependence on changes in general economic and business conditions, current
      pricing levels, federal and state laws and regulations, and competition; and
      dependence on manufacturing capacity constraints. Other important factors that
      may cause actual results to differ materially from the forward-looking
      statements are discussed in the “Risk Factors” section and other sections of
      each of King’s and Acura’s respective Form 10-K for the year ended December 31,
      2006 and their respective Form 10-Q for the quarter ended June 30, 2007, which
      are on file with the U.S. Securities and Exchange Commission. The companies
      do
      not undertake to publicly update or revise any of their forward-looking
      statements even if experience or future changes show that the indicated results
      or events will not be realized.

    


    #
      #
      #

    EXECUTIVE
      OFFICES

    


    KING
      PHARMACEUTICALS, INC.

     

    501
      FIFTH STREET, BRISTOL, TENNESSEE 37620

     

    ACURA
      PHARMACEUTICALS, INC.

     

    616
      N. NORTH COURT, PALATINE, ILLINOIS 60067

     

    [SCHEDULE 12.6
      TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT]

     

    [***Confidential
      treatment requested pursuant to a request for confidential treatment filed
      with
      the

      Securities
      and Exchange Commission. Omitted portions have been separately filed with the
      Commission.]