**THIS PRODUCT DEVELOPMENT AGREEMENT**(“Agreement”) is made on June 18, 2008 (the“Effective Date”) by and between **COREPHARMA LLC**, a limited liability company, incorporatedunder the laws of New Jersey (“Core”), and **KING PHARMACEUTICALS, INC.**, a corporationincorporated under the laws of Tennessee (“**KPI**”), and **KING PHARMACEUTICALS RESEARCH ANDDEVELOPMENT, INC.**, a Delaware corporation and wholly owned subsidiary of KPI (“King R&D”,and together with KPI, “King”).**RECITALS****:**     **WHEREAS**, King and Core are in the business of researching, developing, formulating andmanufacturing pharmaceutical products; and     **WHEREAS**, Core has certain expertise in formulating, manufacturing, and developing newformulations of metaxalone that present bioavailability profile that is higher than the ReferenceProduct (as defined herein);     **WHEREAS**, King possesses rights in certain intellectual property pertaining to productformulations of the active pharmaceutical ingredient metaxalone;     **WHEREAS**, King desires to research, develop, and seek marketing approval for [***] improvedformulations of metaxalone (as further described herein) [***];     **WHEREAS**, King seeks Core’s services in formulating, manufacturing, and development of [***]improved formulations of metaxalone (as further described herein) for human use and Core seeks toprovide such services to King; and     **WHEREAS**, KPI and Core shall, simultaneously with the execution of this Agreement, execute anAmended and Restated Skelaxin Manufacturing and Supply Agreement (the “Amended and RestatedSkelaxin Manufacturing and Supply Agreement”) to modify provisions of the SkelaxinManufacturing and Supply Agreement dated as of May 11, 2006, between KPI and Core, as amended, toprovide for the transactions contemplated herein and amend pricing relating to the Improved Product(as defined therein).     **NOW, THEREFORE, THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND, HEREBY AGREE AS FOLLOWS:****ARTICLE 1 DEFINITIONS**     In this Agreement unless the context otherwise requires, the following terms shall have thefollowing meanings:     1.1 “Affiliate(s)” means, with respect to any Person, any other Person that directly,or indirectly through one or more intermediaries, controls, is controlled by, or is under commoncontrol with, such Person. A Person will be regarded as in control of another Person if suchPerson owns, or directly or indirectly controls, more than 50% of the voting securities (orcomparable equity interests) or other ownership interests of the other Person, or if such Person**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
directly or indirectly possesses the power to direct or cause the direction of the managementor policies of the other Person, whether through the ownership of voting securities, by contract,or any other means whatsoever, provided, however, that, for purposes of this Agreement, the term“Affiliate” will not include subsidiaries in which a party or its Affiliates owns a majority of theordinary voting power to elect a majority of the board of directors, but is restricted fromelecting such majority by contract or otherwise, until such time as such restrictions are no longerin effect.     1.2 “Agreement” shall have the meaning set forth in the preamble hereto.     1.3 “Amended and Restated Skelaxin Manufacturing and Supply Agreement” shall have themeaning set forth in the preamble hereto.     1.4 “API” shall mean the active pharmaceutical ingredient metaxalone polymorph 1.     1.5 “Background IP” shall mean, with respect to a Party, the Intellectual Property ofsuch Party that is (a) reasonably useful or necessary for the performance of the DevelopmentServices or the development, manufacture, importation, use, marketing, distribution, and sale ofTarget Formulations in and for the Territory, and (b) Controlled by such Party on the EffectiveDate, or that comes within such Party’s Control during the Term (other than a Party’s rights in anyInventions); provided, however, that any Intellectual Property created in the process of theexecution of the matters set forth on Schedule A prior to the Effective Date shall be deemed to beKing Background IP.     1.6 “Completion of Development Activities for Target [***]” shall have the meaningassigned to such term in Section 3.1(a).     1.7 “Confidentiality Agreement” shall be that Confidentiality Agreement between Coreand KPI, dated August 18, 2005 attached hereto as Schedule B.     1.8 “Control” or “Controlled” shall mean, with respect to any IntellectualProperty, the possession (whether by ownership or license), or the ability of a Party to assign,transfer, grant access to, or grant a license or sublicense of, such item or right as provided forherein.     1.9 “Core Indemnitees” shall have the meaning ascribed to such term in Section6.1(a).     1.10 “Covering” 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, orimportation of such product or the practice of such technology would infringe such Valid Claim.     1.11 “Development Expense Cap” shall have the meaning ascribed to such term inSection 3.1(b).     1.12 “Development Expenses” shall have the meaning ascribed to such term inSection 3.1(b).     1.13 “Development Fees” shall have the meaning ascribed to such term in Section3.1(a).     1.14 “Development Plan” shall mean the workplan, projected timetable and budgetdescribed in Schedule A attached hereto (as amended by King and Core from time to timepursuant to Section 2.2) for the performance of (i) the Development Services, (ii) the**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
development of Target [***], (iii) the achievement of Successful Proof of Concept for Target[***], and (iv) the development of Target [***] following achievement of Successful Proof ofConcept for Target [***].     1.15 “Development Services” shall mean the services related to the research,development, and regulatory approval of Target [***] and Target [***] (after Successful Proof ofConcept for Target [***] has been demonstrated to King) as described and to be performed by Coreunder this Agreement, including all research, preclinical, pharmaceutical, regulatory and otheractivities undertaken by Core pursuant to Section 2.3, including without limitation all[***] and any other regulatory filings required for the successful commercialization of Target[***] in accordance with Section 2.3 and with the assistance of King, assisting King in itscompilation, filing and obtaining approval of the NDA and any other regulatory filings required forthe successful commercialization of Target [***] in accordance with Section 2.3, such otheractivities as are more fully described in and in accordance with the Development Plan, and alltechnology transfer activities and assistance provided by Core pursuant to Section 2.6.The Development Services shall also include services by Core to achieve Successful Proof of Conceptfor Target [***].     1.16 “Discount” means, with respect to Target [***], the following as they relate tothe sales of Target [***], and with respect to Target [***], the following as they relate to thesales of Target [***]:     (a) all documented and verifiable applicable sales credits accrued in accordance withGAAP and customary discounts (such as cash discounts, volume discounts, chargebacks,promotional, shelf stock and other allowances, government mandated rebates (whether inexistence now or enacted at any time hereafter) and other rebates, credits, and returns),and     (b) sales, use or excise taxes.     1.17 “FDA” shall mean the United States Food and Drug Administration and any successorentity.     1.18 “First Commercial Sale” (i) with respect to branded Target [***] shall mean thefirst arm’s-length sale by King, its Affiliates, or any King licensee to a Third Party of Target[***] for end-use of consumption, including any sale to a wholesaler or distributor, of suchproduct in a country after the applicable Regulatory Authority has granted regulatory approval forsuch product; and (ii) with respect to branded Target [***] shall mean the first arm’s-length saleby King, its Affiliates, or any King licensee to a Third Party of Target [***] for end-use ofconsumption, including any sale to a wholesaler or distributor, of such product in a country afterthe applicable Regulatory Authority has granted regulatory approval for such product. For purposesof this definition, any sale to an Affiliate or King licensee will not constitute a FirstCommercial Sale.     1.19 “Good Clinical Practices” shall mean the then-current standard for the design,conduct, performance, monitoring, auditing, recording, analysis, and reporting of trials thatinvolve the participation of human subjects to support or are intended to support applicationsfor research or marketing permits for products regulated by the FDA. Good Clinical Practices areestablished through FDA regulations (including 21 CFR Parts 11, 50, 54, 312, and 314), FDAguidance, FDA current review and inspection standards, and current industry standards.**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
     1.20 “Good Laboratory Practices” shall mean the then-current standards for conductingnonclinical laboratory studies that support or are intended to support applications for research ormarketing permits for products regulated by the FDA. Good Laboratory Practices are establishedthrough FDA regulations (including 21 CFR Part 58), FDA guidance, FDA current review and inspectionstandards, and current industry standards.     1.21 “Good Manufacturing Practices” shall mean the then-current Good ManufacturingPractices as defined in the U.S. Code of Federal Regulations that are applicable to each TargetFormulation as amended from time to time. Good Manufacturing Practices are established through FDAregulations (including 21 CFR Parts 210 and 211), FDA guidance, FDA current review and inspectionstandards, and current industry standards.     1.22 “Intellectual Property” shall mean (a) all compounds, formulations, materials,methods, techniques, trade secrets, copyrights, know-how, data, documentation, regulatorysubmissions, specifications, and other intellectual property of any kind (whether or notprotectable under patent, trademark, copyright, or similar laws) and (b) for clarity, all patentsand patent applications claiming the foregoing, as applicable, and all divisions, continuations andcontinuations-in-part of such patent applications, all patents issuing thereon and all reissues,reexaminations and extensions of any of the foregoing patents.     1.23 “Inventions” shall mean all Intellectual Property and discoveries, inventions,developments, modifications, innovations, updates, enhancements, improvements, writings, or rights(whether or not protectable under patent, trademark, copyright, or similar laws) that areconceived, discovered, invented, developed, created, made, or reduced to practice solely by aParty, or jointly by the Parties, in the course of performing their obligations under theDevelopment Plan.     1.24 “King Indemnitees” shall have the meaning ascribed to such term in Section6.1(b).     1.25 “King Inventions” shall have the meaning ascribed to such term in Section4.2.     1.26 “Launch Quantity” shall have the meaning ascribed to such term in Section2.5(c).     1.27 “Loss of Market Exclusivity” means, with respect to Target [***], the date of thefirst FDA approved sale of a product under an ANDA referencing the NDA for Target [***], and withrespect to Target [***], the date of the first FDA approved sale of a product under an ANDAreferencing the NDA for Target [***].     1.28 “Losses” shall have the meaning ascribed to such term in Section 6.1(a).     1.29 “NDA” shall mean a New Drug Application or similar application or submissionfiled with a Regulatory Authority in a country or group of countries to obtain marketing approvalfor a Target Formulation in that country or in that group of countries.     1.30 “Net Sales” (i) in the case of Target [***], means [***]; and (ii) in the case ofTarget [***], means [***].     1.31 “Party” shall mean Core or King; and “Parties” shall mean Core and King.     1.32 “Person” shall mean an individual, sole proprietorship, partnership, limitedpartnership, limited liability partnership, corporation, limited liability company, business trust,**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
joint stock company, trust, unincorporated association, joint venture, or other similar entityor organization including a government or political subdivision, department, or agency of agovernment.     1.33 “Project Team” shall have the meaning ascribed to such term in Section2.2(c).     1.34 “Project Technology” shall mean all data generated and everything discovered,developed, made, perfected, improved, designed, engineered, devised, produced, conceived, or firstreduced to practice by Core or any of its employees or consultants, subcontractors, or developmentand/or collaborative partners in the course of providing the Development Services, whether tangibleor intangible, including without limitation each and every Invention, work of authorship, tradesecret, formula, process, routine, subroutine, technique, concept, method, idea, and algorithm, andall software and related documentation in any source of development (including but not limited tosource code, object code, flow charts, diagrams and other materials of any type whatsoever) and allrights of any kind in or to any of the foregoing (including without limitation patents, tradesecrets, know-how and copyrights) regardless of whether any or all of the foregoing constitutescopyrightable or patentable subject matter.     1.35 “Proof of Concept” shall mean the formulation experiments and other activitiesset forth in the Development Plan for the achievement of Successful Proof of Concept for Target[***].     1.36 “Reference Product” shall mean that drug product containing a dosage of [***] ofmetaxalone as described in NDA #13-217.     1.37 “Regulatory Authority” shall mean any governmental regulatory authority whichregulates any aspect of the manufacture, development, market approval, sale, distribution or use ofany Target Formulation, including without limitation, FDA.     1.38 “Skelaxin Manufacturing Agreement” shall mean the Amended and RestatedManufacturing and Supply Agreement between KPI and Core, dated the date hereof, as such agreementmay be amended, modified or supplemented from time to time.     1.39 “Successful Proof of Concept” shall have the meaning assigned to such term inSection 3.1(a).     1.40 “Target A Royalty Rate” means [***].     1.41 “Target Formulations” shall mean either Target [***] and/or Target [***].     1.42 “Target [***]” shall mean [***].     1.43 “Target [***] Patent Right” means any patents and patent applications CoveringTarget [***] conceived or reduced to practice by Core, issued patents resulting from suchapplications, and all divisions, continuations, substitutions, reissues, extensions, registrations,patent term extensions and renewals of the foregoing.     1.44 “Target [***] Royalty Period” shall have the meaning assigned to such term inSection 3.1(d)(i).     1.45 “Target [***]” shall mean [***].     1.46 “Target [***] Patent Right” means any patents and patent applications CoveringTarget [***] conceived or reduced to practice by Core, issued patents resulting from such**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
applications, and all divisions, continuations, substitutions, reissues, extensions,registrations, patent term extensions and renewals of the foregoing.     1.47 “Target [***] Royalty Period” shall have the meaning assigned to such term inSection 3.1(d)(ii).     1.48 “Term” shall have the meaning ascribed to such term in Section 5.1.     1.49 “Termination Notice Period” shall have the meaning ascribed to such term inSection 2.2(b).     1.50 “Territory” shall mean all countries of the world.     1.51 “Third Party” shall mean any person or entity other than Core or King or theirrespective Affiliates.     1.52 “Valid Claim” means, as to Target [***], a claim in a Target [***] Patent Right,and as to Target [***], a claim in a Target [***] Patent Right, with respect to which none of thefollowing ((i), (ii) or (iii)) apply: (i) has been held permanently revoked, unenforceable orinvalid in the country in the Territory by a final unappealable decision of a court or governmentagency of competent jurisdiction over such claim, (ii) has been admitted to be invalid orunenforceable through agreement, disclaimers, consent decrees or otherwise, or (iii) in the case ofa patent application, has been pending for more than five (5) years after the filing of its firstpriority application.**ARTICLE 2 DEVELOPMENT OF PRODUCTS**     2.1 General. King hereby retains Core and Core hereby agrees (i) to collaborate withKing in, and to perform, the Development Services for Target [***], (ii) to collaborate with Kingin, and to perform the Development Services to achieve Successful Proof of Concept for Target[***], (iii) upon achievement of Successful Proof of Concept for Target [***], to collaborate withKing to establish a target product profile that will become Target [***] and a Development Plan toachieve such target product profile, and (iv) to collaborate with King in, and to perform theDevelopment Services established in connection with the Development Plan described in Section2.1(iii) above. Core and King will perform their respective research and developmentresponsibilities hereunder with respect to the Target Formulations in accordance with theDevelopment Plan and will perform all their respective obligations and exercise their respectiverights under this Agreement in compliance with all applicable laws and regulations. King will havefinal decision-making authority with respect to the establishment and execution of a target productprofile for Target [***]and the Development Plan to achieve such target product profile for Target[***].     2.2 Target Formulations and Development Plan.          (a) Core and King have agreed upon the Development Plan attached hereto as Schedule A.From time to time King and Core may, in writing, agree to modify and revise the Development Planpursuant to and subject to the terms of Section 2.1 (including, for the avoidance of doubt,the last sentence of Section 2.1), to add the Development Plan to achieve Target [***]following Successful Proof of Concept for Target [***].          (b) King may, at any time during the Term upon no less than fifteen (15) days’ prior writtennotice to Core (the period beginning on the date upon which such notice is**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
given to the actual date of termination shall be referred to as the “Termination NoticePeriod”), elect to terminate the development of any Target Formulation by Core and King underthe Development Plan for any or no reason. In the event that at the time King delivers atermination notice pursuant to this Section 2.2(b), Core has completed at least fiftypercent (50%) of the work relating to the achievement of a milestone relating to the terminatedTarget Formulation within the Termination Notice Period, King shall pay Core the correspondingpro-rated share of the Development Fee(s) set forth under Section 3.1(a) for thosemilestone events partially achieved and those achieved in accordance with Section 3.1(a)within the Termination Notice Period. For the avoidance of doubt, such payment by King of theDevelopment Fees shall be subject to receipt by King of a detailed invoice from Core and allsupporting documentation reasonably requested by King to determine such partial achievement orachievement of the milestone(s). On the effective date of such termination of a TargetFormulation, the Parties shall no longer be obligated to perform any activities under theDevelopment Plan with respect to such Target Formulation. King shall promptly reimburse Core forDevelopment Expenses incurred up to the effective date of such termination but shall not beobligated to reimburse Core for Development Expenses incurred after the effective date of suchtermination (other than Development Expenses in respect of non-cancelable or non-refundablecommitments made prior to the notice date of such termination). For clarity, the Development Planand King’s obligations to reimburse Core for Development Expenses with respect to the remainingTarget Formulation, other than the terminated Target Formulation, shall be unaffected and Core andKing shall continue their activities under the Development Plan in relation to such other TargetFormulation.          (c) Project Team.               (i) Core and King will establish a project team (“Project Team”) to oversee theDevelopment Services and Core’s and King’s activities relating to the development of TargetFormulation(s), to monitor the progress of the development of Target Formulation(s) at all stagesof development and according to the benchmarks and milestones set forth in the Development Plan, tomodify the Development Plan from time to time as provided in Section 2.2(a), and tofacilitate ongoing communication between Core and King. The Project Team shall consist of (i) aCore representative and (ii) a King representative from its Scientific Operations Department and(iii) a King representative from its Technical Operations Department. Core and King may appointadditional development, regulatory and business personnel to the Project Team as they deemnecessary to accomplish the development of Target Formulation(s). In planning, administering, andmonitoring the Development Services hereunder, the Project Team will allocate tasks and expertisein order to avoid duplication and to enhance synergies as well as to comply with the requirementsof this Agreement.               (ii) Subject to Section 2.1, the Project Team shall operate by consensus, with therepresentatives of each of Core and King having collectively one (1) vote on behalf of such Party.The Project Team will meet monthly to review the status of the Development Plan and assess Core’sprogress against the associated budget. For each meeting of the Project Team, the presence of atleast one (1) representative of each of Core and King shall constitute a quorum. Action on anyProject Team matter may be taken at a meeting, by teleconference or by videoconference and in eachcase documented in written minutes or by**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
other written agreement. Except as otherwise expressly provided for herein, each of Core andKing shall bear their own expenses for maintaining their representatives on the Project Team.               (iii) The Project Team shall attempt to resolve any and all disputes regarding the DevelopmentPlan by consensus. If the Project Team is unable to reach a consensus with respect to such adispute, then such dispute shall be submitted to escalating levels of the senior management of Coreand King for review. If such dispute cannot be resolved despite escalation, then the ChiefExecutive Officer of Core and the Chief Science Officer of King shall attempt to resolve suchdispute. In the event that these Officers cannot reach an agreement regarding a dispute, then Kingshall have the right to decide the matter; provided, however that King may notamend or modify the Development Plan to require Core to engage in or perform any DevelopmentServices that are not expressly provided for in the Development Plan or otherwise agreed to by Corein writing, or require Core to incur Development Expenses in excess of the Development Expense Cap.     2.3 Core Responsibilities. Core shall use commercially reasonable efforts, consistentwith the Development Plan and within the Development Expense Cap, to implement the Development Planwith respect to:          (a) *Target*[***]:               (i) complete [***];               (ii) manufacture, release, and complete stability analysis of clinical and registrationbatches of Target [***];               (iii) conduct the necessary [***];               (iv) produce final clinical, pharmaceutical development and stability reports;               (v) develop, in conjunction with corresponding documentation in NDA submission-ready formatreasonably acceptable to King, a drug product, which at a minimum meets the definition of Target[***]; and               (vi) compile, file, prosecute and obtain approval of the NDA for Target [***],provided, however, that upon King’s written request Core shall immediately transfer all right titleand interest in and to the NDA, as well as all documents, studies, work papers, work product (inany form or format), third party contracts, or other assets related to the NDA (either prior tofiling with the FDA, or post filing with the FDA), and execute all documents necessary or requestedby FDA to transfer ownership of the NDA and related matters to King, and to have King designated asthe primary contact for all future communications with FDA related to the NDA for Target [***].          (b) *Target*[***]:               (i) undertake an experimental program for Target [***] that constitutes Proof of Concept;               (ii) upon achievement of Successful Proof of Concept for Target [***] and in accordance withand subject to Section 2.1, collaborate with King to establish a target product profilethat will become Target [***] and a Development Plan to achieve such target**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
product profile, for Core’s provision of Development Services in connection with theDevelopment Plan for Target [***]; and               (iii) upon King’s approval of the Development Plan for Target [***], provide DevelopmentServices to King for Target [***] in accordance with the Development Plan and within the applicablebudget to develop, in conjunction with corresponding documentation in NDA submission-ready formatreasonably acceptable to King, a drug product, which at a minimum meets the definition of Target[***]. Such Development Services shall include, but not be limited to, production of clinical andregistration batches of Target [***], and such reasonable assistance as King may require tosuccessfully file and prosecute the NDA for Target [***].          (c) *Records, cGLP, cGCP, and cGMP:*Core shall maintain records regarding the DevelopmentServices in reasonably sufficient detail and in accordance with Good Laboratory Practices, GoodClinical Practices, and Good Manufacturing Practices to properly reflect and document, in a mannerappropriate for purposes of supporting the filing of potential patent applications and the filingand obtaining of an NDA, all work done and results achieved in the performance of the DevelopmentServices hereunder. Core will make such records available to King during normal business hoursupon reasonable notice.          (d) *Validation Protocols.*Core shall be responsible for the preparation and execution ofprocess validation protocols. Validation protocols shall be reviewed and approved by King prior toexecution, such approval not to be unreasonably withheld. Core shall prepare the completedvalidation reports which shall be reviewed and approved by King, such approval not to beunreasonably withheld.     2.4 King Responsibilities.          (a) *Assistance with Implementation and Completion*. King shall use commercially reasonableefforts to provide reasonable assistance to Core in connection with (a) implementing theDevelopment Plan for Target [***], (b) completing Target [***] and, (c) when the Development Planfor Target [***] has been established in accordance with Section 2.1, implementing suchDevelopment Plan and completing Target [***].          (b) *NDA Filing*. Without prejudice to King’s right to terminate the Development Plan as toTarget Formulations pursuant to Section 2.2(b), King agrees that it will use commerciallyreasonable efforts to assist in the filing of an NDA for Target [***] and that it will usecommercially reasonable efforts to assure that an NDA for Target [***] is filed as soon as possibleafter Core has provided to King, in form mutually acceptable to King and Core, which acceptanceshall not be unreasonably withheld or delayed, the chemistry, manufacturing and controls sectionsfor filing and such additional information as is reasonably necessary for King to file an NDA forTarget [***].          (c) *Reversion of Rights*.               (i) Notwithstanding anything to the contrary contained in this Agreement, in the event that anNDA for Target [***] has not been filed with the FDA within thirty (30) months of Completion ofDevelopment Activities for Target [***] (which failure to file was not caused by Core’s breach ofits obligations hereunder or otherwise due to matters outside King’s control), then all rightsrelating to Target [***] granted to King pursuant to this**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
Agreement (including any Intellectual Property relating to Target [***] created in the processof the execution of the matters set forth on Schedule A prior to the Effective Date) shall revertautomatically to Core. King shall promptly assign all rights to Target [***] and execute allassignments or other documentation as shall be necessary or appropriate to effectuate saidreversion.               (ii) Notwithstanding anything to the contrary contained in this Agreement, in the event Kinghas not launched commercialization of Target [***] within twenty-four (24) months of FDA’s approvalof an NDA for Target [***] (which failure to launch was not caused by Core’s breach of itsobligations hereunder or under the Amended and Restated Skelaxin Manufacturing and Supply Agreementor otherwise due to matters outside King’s control), then all rights relating to Target [***]granted to King pursuant to this Agreement shall revert automatically to Core. King shall promptlyassign all rights to Target [***] and execute all assignments or other documentation as shall benecessary or appropriate to effectuate said reversion.               (iii) Notwithstanding anything to the contrary contained in this Agreement, in the event Kinghas not submitted for filing an NDA for Target [***] to the FDA within thirty (30) months ofcompletion of development activities for Target [***] as set forth in the Development Planestablished (if established) in accordance with Section 2.1 for the achievement of thetarget profile for Target [***] following Successful Proof of Concept for Target [***] (whichfailure to submit for filing was not caused by Core’s breach of its obligations hereunder orotherwise due to matters outside King’s control), then all rights relating to Target [***] grantedto King pursuant to this Agreement shall revert automatically to Core. King shall promptly assignall rights to Target [***] and execute all assignments or other documentation as shall be necessaryor appropriate to effectuate said reversion.               (iv) Notwithstanding anything to the contrary contained in this Agreement, in the event Kinghas not launched commercialization of Target [***] within twenty-four (24) months of FDA’s approvalof an NDA for Target [***] (which failure to launch was not caused by Core’s breach of itsobligations hereunder or under the Amended and Restated Skelaxin Manufacturing and Supply Agreementor otherwise due to matters outside King’s control), then all rights relating to Target [***]granted to King pursuant to this Agreement shall revert automatically to Core. King shall promptlyassign all rights to Target [***] and execute all assignments or other documentation as shall benecessary or appropriate to effectuate said reversion.               (v) For the avoidance of doubt, in the event of reversion under this Section 2.4 (c)King’s minimum purchase requirements set forth under Schedule 2.1 of the Amended andRestated Skelaxin Manufacturing and Supply Agreement shall be maintained.          (d) *Patent Filings*. King shall be responsible for obtaining, prosecuting and maintaining allpatent applications and patents in accordance with Section 4.4.     2.5 API and Target Formulation Supply.          (a) King shall use commercially reasonable efforts to supply Core, [***], with such quantitiesof API as and when Core reasonably requires in order to provide the Development Services herein andto manufacture and supply the Launch Quantity pursuant to Section 2.5(c) below.**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
          (b) Core shall notify King of the approximate quantity of API necessary to begin performanceof the Agreement. After the Effective Date, Core shall use the API supplied by King and no otherAPI unless King has given its consent in writing for Core to use API not supplied by King. Itshall not be a breach of this Agreement if Core does not perform, or suspends or delays theperformance of, its obligations under this Agreement because King fails to supply Core with therequisite quantities of API in a timely manner.          (c) Upon written notice to Core from King, provided as soon as possible but in no event laterthan, ninety (90) days prior to the requested delivery date thereof, subject to King supplying therequisite quantities of API as and when Core reasonably requires, Core shall use commerciallyreasonable efforts to manufacture and supply King with an amount of Target Formulation in tabletsor capsules that King shall determine necessary for King’s launch of the Target Formulation (the“Launch Quantity”), which shall be manufactured in accordance with the SkelaxinManufacturing Agreement.     2.6 Technology Transfer and Assistance. Core shall, upon the written request of King,transfer to King all information, data, know-how, processes, and any other information comprisingBackground IP reasonably required by King to be able to manufacture the relevant TargetFormulation.     2.7 Subcontracting. Core may subcontract any of its obligations under this Agreementto its Affiliates or to a Third Party for such Third Party to undertake analytical testing, provideformulation development, scientific and regulatory consultation services and perform bioequivalenceand bioavailability studies, in each case as required in its provision of the Development Serviceshereunder, without the prior written consent of King; provided, however, that insuch a case Core shall not be released from any of its obligations hereunder and shall beresponsible for the performance of its subcontractors.**ARTICLE 3 FINANCIAL PROVISIONS**     3.1 Development Fees, Development Expenses and Development Expense Cap, and Royalties.          (a) *Development Fees*. In consideration for the performance of the Development Services, Kingwill pay Core the following non-refundable, non-creditable fees (“Development Fees”) nolater than thirty (30) calendar days after the date on which the corresponding milestone event hasbeen achieved and evidenced to King (after receipt by King of a detailed invoice from Core and allsupporting documentation reasonably requested by King to verify such milestone achievement), unlessanother date is expressly provided. Such Development Fees will be payable only once in respect ofa milestone event and in no case will King be required to pay aggregate Development Fees to Core inexcess of those expressly provided for in this Section 3.1:           Development Fees for  Development Fees for Milestone Event Target [***]  Target [***] 1. [***] $[***]     2. [***]     $[***] 3. [***] $[***]     4. [***]     $[***] 5. [***]     $[***] **Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
           Development Fees for  Development Fees for Milestone Event Target [***]  Target [***] 6. [***] $[***]     7. [***]     $[***] 8. [***] $[***]     9. [***]     $[***] 10. NetSales for Target [***] meet$[***] $[***]     11. NetSales for Target [***] meet$[***]     $[***] 12. NetSales for Target [***] meet$[***]     $[***] [***]     King shall pay to Core the milestones (numbered 9, 10 and 11) based on Net Sales, no laterthan the thirtieth (30th) day following the first day of the calendar quarterimmediately following the date upon which such milestone is satisfied.          (b) *Development Expenses and Development Expense Cap*. King shall reimburse Core at costagainst reasonable supporting documentation for all out-of-pocket expenses (excluding any internalcosts at Core) incurred by Core and its Affiliates in the performance of the Development Services,which will include costs relating to any bioequivalence studies, bioavailability studies, rawmaterials and Third Party consultants (collectively, “Development Expenses”). King shallnot be obligated to reimburse Core or its Affiliates for more than $[***] of Development Expensesin the aggregate for the Term of this Agreement for Target [***], and, subject only to adjustmentsas a result of Section 3.1(c), $[***] of Development Expenses in the aggregate for the Termof this Agreement for Target [***] (collectively, the “Development Expense Cap”).          (c) *Adjustment of Development Expense Cap for Target*[***]. Provided that a Development Planfor Target [***] has been established pursuant to Section 2.1 achievement of SuccessfulProof of Concept, all budgeted amounts King agrees to reimburse to Core for the DevelopmentServices for Target [***] under such Development Plan will be considered Development Expenseshereunder and will increase the Development Expense Cap by such budgeted amounts.          (d) *Royalties*.               (i) King shall pay to Core a royalty equal to the Target [***] Royalty Rate on Net Sales ofbranded Target [***] in any country in the Territory beginning with the date of First CommercialSale of Target [***] in such country in the Territory until the earlier of (I) [***] and (II) [***](the “Target [***] Royalty Period”). King shall pay royalty payments relating to Target[***] to Core within [***] after the end of each calendar quarter during the Target [***] RoyaltyPeriod (with the last royalty payment being due [***] after the end of the calendar quarter inwhich the Target [***] Royalty Period ends). Each royalty payment shall be accompanied by astatement of the amount of gross sales relating to Target [***] during the applicable time period(together with appropriate documentation in support thereof), the**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
calculation of Net Sales during the applicable payment time period and the amount of royaltiesdue on such Net Sales.               (ii) King shall pay to Core a royalty equal to [***] percent ([***]%) on Net Sales of brandedTarget [***] in any country in the Territory beginning with the date of First Commercial Sale ofTarget [***] in such country in the Territory until the earlier of (I) [***] and (II) [***] (the“Target [***] Royalty Period”). King shall pay royalty payments relating to Target [***]to Core within [***] after the end of each calendar quarter during the Target [***] Royalty Period(with the last royalty payment being due [***] after the end of the calendar quarter in which theTarget [***] Royalty Period ends). Each royalty payment shall be accompanied by a statement of theamount of gross sales relating to Target [***] during the applicable time period (together withappropriate documentation in support thereof), the calculation of Net Sales during the applicablepayment time period and the amount of royalties due on such Net Sales.     3.2 Taxes. Any federal, state, county or municipal sales or use tax, excise orsimilar charge, or other tax assessment (other than that assessed against income of Core), assessedor charged on the provision of Development Services or the supply of API or Target Formulationpursuant to this Agreement, shall be paid by King.     3.3 Audits. Core shall keep true and accurate books of accounts and other recordscontaining all information and data which may be necessary to ascertain and verify the expensereimbursement amounts payable under this Agreement and its compliance with other terms of thisAgreement. During the Term of this Agreement and for a period of [***] following its terminationor expiration of this Agreement, King shall have the right (not to exceed once during each calendaryear) to have an independent certified public accountant inspect such books and records of Core.Any such independent certified accountant must be reasonably acceptable to Core, and shall executea standard form of confidentiality agreement with Core and shall be permitted to share with Kingsolely its finding with respect to the accuracy of the expenses reported as reimbursable under thisAgreement and with respect to Core’s compliance with this Agreement.**ARTICLE 4 INTELLECTUAL PROPERTY**     4.1 Licenses.          (a) Subject to the terms and conditions of this Agreement, Core hereby grants to King and itsAffiliates a non-exclusive license under and to its respective rights and interests in Core’sBackground IP solely for use by King and its Affiliates in (i) the performance of King’sobligations under this Agreement and (ii) the development, the manufacture, obtaining regulatoryapprovals, the importation, the use, the marketing, the distribution and the sale of the TargetFormulations in and for the Territory. Each such license shall be a transferable (subject toSection 9.2), royalty-free license, with the right to sublicense subject to Core’s priorwritten consent, not to be unreasonably withheld or delayed, and subject in all respects to theterms and conditions of this Agreement.          (b) Subject to the terms and conditions of this Agreement, King hereby grants to Core anon-exclusive, non-royalty-bearing, transferable (subject to Section 9.2) license to useKing’s Background IP and King Inventions for the sole purpose of performing the DevelopmentServices and Core’s responsibilities under this Agreement and to manufacture the Target**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
Formulations. Such license shall not be sublicensable by Core, except to permittedsubcontractors of Core to the extent necessary in order to perform the Development Services andCore’s responsibilities under this Agreement, or in the case of the license to manufacture, subjectto the consent of King, not to be unreasonably withheld.          (c) For the avoidance of doubt, nothing in this Section 4.1 restricts Core from usingCore’s Background IP in the development, the manufacture, obtaining regulatory approvals, theimportation, the use, the marketing, the distribution and the sale of any product, so long as thatproduct does not otherwise infringe King’s rights and interests under King’s Background IP or underKing Inventions (as defined in Section 4.2).     4.2 Inventions. King R&D shall own the entire right, title and interest in and to allInventions first made or discovered solely by employees or consultants of Core or acquired solelyby Core in the course of performing its obligations under this Agreement, including Target [***]and Target [***] and all right, title and interest in and to all Inventions first made ordiscovered solely by employees or consultants of King, acquired solely by King in the course ofperforming its obligations under this Agreement, or acquired jointly by Core and King in the courseof performing their obligations under this Agreement (collectively, “King Inventions”).Core shall have a non-exclusive, royalty-free license with the right to sublicense (subject toKing’s prior written consent, not to be unreasonably withheld or delayed), to King Inventionsacquired jointly by King and Core in the course of performing their obligations under thisAgreement, for use in the development, manufacture, obtaining regulatory approvals, importation,use, marketing, distribution and sale of any product not containing metaxalone.     4.3 Project Technology. It is acknowledged and agreed that all right, title andinterest in and to the Project Technology and all proprietary rights therein, including copyrightsand patents, and all data generated in connection therewith, shall belong to King. Core shallensure that all employees and subcontractors of Core undertaking work in connection with thisAgreement (i) assign to King all right, title and interest in and to any Project Technology (andall proprietary rights therein) in which such employees and subcontractors of Core otherwise wouldhave any right, title or interest and (ii) cooperate in patent filings (by providing affidavits,etc.). Core shall have a non-exclusive, royalty-free license with the right to sublicense (subjectto King’s prior written consent, not to be unreasonably withheld or delayed), to Project Technologydeveloped by Core in the course of performing its obligations under this Agreement, for use indevelopment, manufacture, obtaining regulatory approvals, importation, use, marketing, distributionand sale of any product not containing metaxalone.     4.4 Patents. King shall be responsible for obtaining, prosecuting and maintaining, atits expense, all patent applications and patents covering King Inventions.     4.5 Infringement.          (a) Each Party shall promptly report in writing to the other Party during the Term anysuspected infringement, unauthorized use or misappropriation of any King Inventions or CoreBackground IP licensed to King and its Affiliates pursuant to Section 4.1(a), of which itbecomes aware, and shall provide the other Party with all available evidence supporting suchsuspected infringement or unauthorized use or misappropriation.          (b) King shall have the right to initiate an appropriate suit anywhere in the Territoryagainst any Third Party who at any time is suspected of infringing or using without**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
proper authorization all or any portion of the King Inventions by virtue of the making, using,offering for sale, selling or importing of a product which is the subject of such suspectedinfringement, into any country in the Territory.          (c) King shall have the sole and exclusive right to select counsel for any suit referred to inSection 4.5(b) of this Agreement and shall pay all expenses of the suit, including withoutlimitation attorneys’ fees and court costs. If necessary, Core shall join as a party to the suitbut shall be under no obligation to participate except to the extent that such participation isrequired as the result of being a named party to the suit. Core shall offer reasonable assistanceto King in connection therewith at no charge to King except for reimbursement of reasonableout-of-pocket expenses incurred in rendering such assistance. At King’s expense, King shallprovide counsel for Core and pay for all fees and expenses, unless Core elects to be represented inany such suit by its own counsel, which shall be at Core’s expense. King shall not settle any suchsuit involving rights of Core without obtaining the prior written consent of Core, which consentshall not be unreasonably withheld.**ARTICLE 5 TERM AND TERMINATION**     5.1 Term. This Agreement shall become effective on the Effective Date and shallremain in effect until the First Commercial Sale of Target [***] and Target [***], unless a TargetFormulation has been terminated hereunder, in which case upon the First Commercial Sale of theTarget Formulation surviving under this Agreement, if any (the “Term”). The initial Termmay be extended by agreement of the Parties.     5.2 Certain Termination Rights          (a) Breach. Each Party shall be entitled to terminate this Agreement by writtennotice to the other Party in the event that the other Party shall be in default of any of itsmaterial obligations hereunder and, if such default is curable, shall fail to remedy any suchdefault within sixty (60) days after written notice thereof by the non-breaching Party.          (b) Section 2.2(b). King has the right to terminate this Agreement in accordance withSection 2.2(b) with respect to one or both Target Formulations.          (c) Section 2.4(c). In the event that a Target Formulation reverts to Core inaccordance with Section 2.4, this Agreement shall immediately terminate as to such reverted TargetFormulation on the date of such reversion of such Target Formulation.     5.3 Consequences of Termination; Survival of Obligations.          (a) Expiration or termination of this Agreement shall not relieve either Party of anyobligation of such Party accruing prior to such expiration or termination, and any expiration ortermination of this Agreement shall be without prejudice to the rights of a Party against theothers accrued or accruing under this Agreement prior to expiration or termination, includingwithout limitation the obligation of King to reimburse Development Expenses incurred by Corethrough the effective date of such expiration or termination and any Development Expenses that arenon-cancelable commitments. Subject to Section 5.3(b) below, the provisions ofArticles 1, 3 (further subject to Section 2.2(b) as to milestones andDevelopment Expenses), 6, 7 and 9 and Sections 2.4(c), 2.6,4.1(a), 4.2 (further subject to Section 2.4(c)), 4.3 (furthersubject to Section 2.4(c)), 4.4, 4.5, this Section 5.3, Section5.4, and Section 8.4 shall survive any expiration or termination of this Agreement.Except as set forth in this Section 5.3 or otherwise**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
expressly set forth in this Agreement, upon termination or expiration of this Agreement allother rights and obligations hereunder cease**.**          (b) In the event this Agreement is terminated (i) by Core pursuant to a breach by King underSection 5.2(a) or (ii) as to one or both Target Formulations pursuant to Section5.2(c), then [***]. If King terminates this Agreement pursuant to a breach by Core underSection 5.2, then Section 3.1 shall not survive termination. Furthermore, withoutprejudice to the first sentence of this Section 5.3(b), if the rights to Target [***] orTarget [***] revert to Core pursuant to Section 2.4(c), any of King’s obligations underSection 3.1 with respect to such reverted Target Formulation shall become immediately nulland void without further action by King.     5.4 Treatment Upon Bankruptcy.          (a) *Assumption and Assignment of Agreement*.               (i) Notwithstanding any other provision of this Agreement, each Party hereby consents to theassumption of this Agreement by the other Party (the “Debtor Party”) in any case commencedby or against the Debtor Party under Title 11 of the United States Code, as amended (the“Bankruptcy Code”) to the extent that such consent is required under Section 365(c)(1) ofthe Bankruptcy Code, but only if the Debtor Party is otherwise entitled to assume this Agreementunder the applicable requirements of the Bankruptcy Code. The sole purpose of the foregoingconsent is to overcome any restriction potentially imposed by Section 365(c)(1) of the BankruptcyCode on the Debtor Party’s assumption of this Agreement in a bankruptcy case concerning the DebtorParty. It is not intended to limit any other rights of the Party that is not the Debtor Party (the“Non-Debtor Party”) under this Agreement or any provision of the Bankruptcy Code, includingSection 365(c)(1). The foregoing consent applies only to the assumption of this Agreement by theDebtor Party and does not apply to the Debtor Party’s assignment of this Agreement or any rightshereunder to a Third Party.               (ii) Notwithstanding any other provision of this Agreement, the Non-Debtor Party herebyconsents to the assignment of this Agreement by the Debtor Party to a Third Party solely inconnection with a sale of all or substantially all of the Debtor Party’s business or assetsrelating to this Agreement to such Third Party, pursuant to an orderly sale process under Section363 of the Bankruptcy Code or a confirmed plan under Section 1129 of the Bankruptcy Code, thatcontemplates the continued operation of the purchased business or assets; provided that such ThirdParty promptly agrees in writing to be bound by the terms and conditions of this Agreement and theDebtor Party is otherwise entitled to assign this Agreement under the applicable requirements ofthe Bankruptcy Code. The sole purpose of the foregoing consent is to overcome any restrictionpotentially imposed by Section 365(c)(1) of the Bankruptcy Code on the Debtor Party’s assignment ofthis Agreement under the specific circumstances described in this Section 5.4(a)(ii). Itis not intended to limit any other rights of the Non-Debtor Party under this Agreement or anyprovision of the Bankruptcy Code, including Section 365(c)(1), or to apply to the assignment ofthis Agreement in any other context.               (iii) Notwithstanding any other provision of this Agreement, but subject to subsection (ii)above, the Debtor Party may only assign this Agreement to a Third Party in any case commenced by oragainst it under the Bankruptcy Code with the prior written consent of the Non-Debtor Party.**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
          (b) *Intellectual Property Rights*. This Agreement and all rights related to and licenses ofintellectual property granted under this Agreement by one Party to the other Party are, and shallotherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses ofrights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. Inaddition to any other rights, elections and remedies under this Agreement, any related agreements,the Bankruptcy Code, or any other applicable law, upon a written request under Section 365(n) ofthe Bankruptcy Code, the Non-Debtor Party shall be entitled to complete access to any intellectualproperty of the Debtor Party pertaining to the rights granted in the licenses under this Agreement,all embodiments of such intellectual property and all documents, material, data, records, analyses,and information related to such intellectual property (including all clinical data, INDs, NDAs,regulatory approvals, regulatory filings, and all other documentation reasonably useful in respectof licensed Target Formulations).          (c) *Rejection in Bankruptcy*. Any rejection of this Agreement by the Debtor Party pursuant toSection 365 of the Bankruptcy Code shall constitute a material breach of this Agreement not subjectto notice or cure and, at the election of the Non-Debtor Party, shall cause an immediate andautomatic termination of this Agreement. Upon any such rejection, all rights, elections andremedies of the Non-Debtor Party to this Agreement (including under Section 365 of the BankruptcyCode) are expressly reserved. Further, upon any such rejection, the Parties intend and agree thatthe Non-Debtor Party may elect to retain its rights under this Agreement pursuant to Section 365(n)of the Bankruptcy Code and that such election shall, among other things, entitle the Non-DebtorParty to invoke and exercise all of its rights to any intellectual property under this Agreementand any other related agreements.**ARTICLE 6 INDEMNIFICATION AND INSURANCE**     6.1 Indemnification.          (a) King agrees to defend Core, its Affiliates and their respective agents, directors,officers and employees, at King’s sole expense, and will indemnify and hold harmless Core, theiragents, directors, officers and employees (“Core Indemnitees”), from and against any andall losses, costs, damages, fees or expenses (“Losses”) arising out of or in connectionwith (i) King’s or any of its Affiliates’ or its or their sublicensees’ or subcontractors’development, manufacture, regulatory approval, importation, use, marketing, distribution or sale ofany of the Target Formulation(s) or supply to Core of API, including, but not limited to, anyactual or alleged injury, damage, death or other consequence occurring to any Third Party as aresult, directly or indirectly, of the possession, use or consumption of any Target Formulation,whether claimed by reason of breach of warranty, negligence, product defect or otherwise, andregardless of the form in which any such claim is made or (ii) any breach of the representations,warranties or covenants made by King hereunder; except, in each case, to the extent such Lossesresult from the breach of this Agreement by the Core Indemnitees or the negligence or willfulmisconduct of the Core Indemnitees. In the event of any such claim against a Core Indemnitee, Coreshall promptly notify King in writing of the claim and King shall manage and control, at its soleexpense, the defense of the claim and its settlement. Core shall cooperate with King and may, atits option and expense, be represented in any such action or proceeding. King shall not settle anysuch suit involving rights of Core without obtaining the prior written consent of Core, whichconsent shall not be unreasonably withheld; except that, with respect to any Loss relating solelyto the payment of money damages in connection with a claim and that will not result in the Core**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
Indemnitee’s becoming subject to injunctive or other relief or otherwise adversely affect thebusiness of the Core Indemnitee in any manner, and as to which King shall have acknowledged inwriting the obligation to indemnify the Core Indemnitee, King shall have the sole right to enterinto any settlement, or otherwise dispose of such Loss, on such terms as King, in its solediscretion, shall deem appropriate.          (b) Core agrees to defend King, its Affiliates and their respective agents, directors,officers and employees, at Core’s sole expense, and will indemnify and hold harmless King, itsagents, directors, officers and employees (“King Indemnitees”), from and against any andall Losses arising out of or in connection with (i) Core’s or any of its Affiliates’ orsubcontractors’ negligence in the performance of the Development Services, (ii) any breach of therepresentations, warranties or covenants made by Core hereunder, or (iii) any claim that themanufacture, use or sale of Target Formulation in the Territory constitutes an infringement of aThird Party’s intellectual property; except, in each case, to the extent such Losses result fromthe breach of this Agreement by the King Indemnitees or the negligence or willful misconduct ofKing Indemnitees. In the event of any such claim against a King Indemnitee, King shall promptlynotify Core in writing of the claim and Core shall manage and control, at its sole expense, thedefense of the claim and its settlement. King shall cooperate with Core and may, at its option andexpense, be represented in any such action or proceeding. Core shall not settle any such suitinvolving rights of King without obtaining the prior written consent of King, which consent shallnot be unreasonably withheld; except that, with respect to any Loss relating solely to the paymentof money damages in connection with a claim and that will not result in the King Indemnitee’sbecoming subject to injunctive or other relief or otherwise adversely affect the business of theKing Indemnitee in any manner, and as to which Core shall have acknowledged in writing theobligation to indemnify the King Indemnitee, Core shall have the sole right to enter into anysettlement, or otherwise dispose of such Loss, on such terms as Core, in its sole discretion, shalldeem appropriate.          (c) EXCEPT WITH RESPECT TO THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY, NEITHERPARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,INCLUDING BUSINESS INTERRUPTION OR LOST PROFITS; PROVIDED, HOWEVER, THIS EXCLUSION IS NOT INTENDEDTO, NOR SHALL IT EXCLUDE, DAMAGES RESULTING FROM A BREACH BY A PARTY OF ITS DUTY OF CONFIDENTIALITYOR DAMAGES OWED TO THIRD PARTIES AS A RESULT OF A CLAIM PURSUANT TO THE INDEMNIFICATIONOBLIGATIONS.     6.2 Insurance. Each Party shall maintain insurance with a reputable, solvent insurerin an amount appropriate for its business and products of the type that are the subject of thisAgreement, and for its obligations under this Agreement. Upon request, each Party shall providethe other Party with evidence of the existence and maintenance of such insurance coverage. ThisSection 6.2 shall survive the expiration or termination of this Agreement for a period ofthree (3) years.**ARTICLE 7 CONFIDENTIALITY**     7.1 Confidential Information. The Parties agree that the terms of the ConfidentialityAgreement are incorporated herein by reference, that the terms of this Agreement shall be deemed“Proprietary Information” thereunder and shall govern the confidentiality obligations of**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
the Parties. The Confidentiality Agreement shall continue in full force and effect for theterm of this Agreement and survive any expiration or termination of this Agreement for the periodset forth in Section 9 of the Confidentiality Agreement.**ARTICLE 8 REPRESENTATIONS AND WARRANTIES**     8.1 Representations and Warranties of the Parties. Each of Core and King herebyrepresents and warrants to each other that:          (a) it is duly organized and validly existing under the laws of its jurisdiction ofincorporation or formation, and has full corporate or other power and authority to enter into thisAgreement and to carry out the provisions hereof;          (b) it is duly authorized to execute and deliver this Agreement and to perform its obligationshereunder, and the person or persons executing this Agreement on its behalf has been dulyauthorized to do so by all requisite corporate action;          (c) this Agreement is legally binding upon it and enforceable in accordance with its terms;          (d) (i) it is not debarred under Section 2 of the Generic Drug Enforcement Act of 1992, 21,U.S.C. §335a (the “ Act”), excluded from a federal or state health care program underSections 1128 or 1156 of the Social Security Act, 42 U.S.C. §§ 1320a-7, 1320c-5, excluded fromcontracting with the federal government or otherwise excluded, suspended or debarred from anyfederal or state program, (ii) it does not, to the best of its knowledge, and will not knowinglyuse in any capacity the services of any person debarred or excluded under the Act, and (iii) thatneither it, nor, to the best of its knowledge, any of its Affiliates, employees, agents orcontractors has engaged in any activity to lead it to becoming debarred under the Act; and          (e) as of the Effective Date (i) it has full power and authority to grant the licenses setforth in this Agreement; (ii) it owns or Controls all right, title and interest in and to theBackground IP licensed by it hereunder, free and clear of any encumbrances, liens, charges, adverseclaims, pledges, assignments, licenses, and covenants by it not to sue any Third Party; (iii) allpatent applications within the Background IP licensed by it hereunder have been duly prepared,filed, prosecuted and maintained in accordance with all applicable laws, rules and regulations; and(iv) no government funding has been obtained or used in connection with the research anddevelopment of any Background IP licensed by it hereunder, including without limitation pursuant toany grants from the National Institutes of Health;          (f) (i) it has facilities, personnel, experience and expertise reasonably sufficient inquality and quantity to perform its obligations under this Agreement, (ii) shall perform all of itsobligations under this Agreement with reasonable due care, in conformity with current generallyaccepted standards and procedures for the type of obligation specified and in compliance with allapplicable law and regulation, and (iii) has established quality assurance, quality controls andreview procedures as reasonable and appropriate for the performance of its obligations under thisAgreement;          (g) it is, as of the Effective Date, and shall during the Term continue to be, in materialcompliance with all federal, state and local laws, regulations, rules, customs and ordinances nowin force or which may hereafter be in force, applicable to the performance of its obligations underand as contemplated by this Agreement;**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
          (h) all necessary consents, approvals and authorizations of all Regulatory Authorities, othergovernmental authorities, and other Persons required to be obtained by such Party in connectionwith the execution and delivery of this Agreement and the performance of its obligations hereunderhave been obtained; and          (i) the execution and delivery of this Agreement and the performance of such Party’sobligations hereunder (A) do not and will not conflict with or violate any requirement ofApplicable Law or any provision of the constituent document of such Party and (B) do not and willnot conflict, violate or constitute a default or require any consent under, any contractualobligation or court or administrative order by which such Party is bound.     8.2 Representations and Warranties of Core. Core represents and warrants to Kingthat, as of the Effective Date:          (a) it has not assigned, transferred, conveyed or otherwise encumbered its right, title andinterest in its Background IP and during the Term, it will not assign, transfer, convey orotherwise encumber its Background IP in a manner which conflicts with any rights granted to Kingunder this Agreement; and          (b) has or will transfer to King all data, know-how, and any other information Controlled byCore during the Term in relation to the Target Formulations as King will reasonably require tomanufacture, market, import, distribute, and sell the Target Formulations in the Territory.     8.3 Representations and Warranties of King. King represents and warrants to Core thatat the time of delivery to Core, the API supplied by King pursuant to Section 2.5(a), (i)will have been manufactured in accordance with Good Manufacturing Practices applicable to themanufacture and supply of such products in the United States and the specifications contained inthe applicable NDA, and (ii) will not be adulterated or misbranded under the United States Food,Drug and Cosmetic Act, 21 U.S.C. **§§**321 et seq.     8.4 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OFTHE PARTIES MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR APARTICULAR PURPOSE, NONINFRINGEMENT, OR VALIDITY OF PATENT CLAIMS, WHETHER ISSUED OR PENDING. NOPARTY GUARANTEES THAT ANY PRODUCT CAN BE SUCCESSFULLY DEVELOPED, APPROVED BY THE APPLICABLEREGULATORY AUTHORITY FOR COMMERCIALIZATION OR COMMERCIALIZED AS CONTEMPLATED BY THIS AGREEMENT.**ARTICLE 9 MISCELLANEOUS PROVISIONS**     9.1 Force Majeure. No Party shall be liable to the other Party for delay or failure inthe performance of the obligations on its part contained in this Agreement (other than any paymentobligations) if and to the extent that such failure or delay is due to circumstances beyond itscontrol which it could not have avoided by the exercise of reasonable diligence including but notlimited to: acts of God, war or insurrection; civil commotion; destruction of essential facilitiesor materials by earthquake, fire, flood or storm; labor disturbance; epidemic;**Note: Certain material has been redacted from this document and filed separately with the SECpursuant to a request for confidential treatment underRule 24b-2. The locations of theseredactions are indicated throughout the document by the followingmarking: [***].**
 

 
or other similar event; provided, however, that the Party so affected shallnotify the other Parties promptly should such circumstances arise, giving an indication of thelikely extent and duration thereof, and shall use commercially reasonable efforts to avoid, removeor alleviate such causes of non-performance and shall resume performance of its obligationshereunder with the utmost dispatch whenever such causes are removed.     9.2 Binding Effect; Assignment. This Agreement shall be binding upon and inure to thebenefit of King and Core and their respective successors, heirs, executors, administrators, andpermitted assigns. Except as set forth in Section 5.4 hereof, neither this Agreement norany of the rights and obligations hereunder may be assigned by either Party without the priorwritten consent of the other Party, not to be unreasonably withheld or delayed; except that eitherParty may assign this Agreement without the other Party’s consent to an Affiliate or to a person orentity who acquires all or substantially all of the business of the assigning Party to which thisAgreement relates, by merger, sale of assets, or otherwise, or to one or more financialinstitutions providing financing to such Party, pursuant to the terms of the relevant securityagreement; provided that such assignee or transferee shall also promptly agree in writing to bebound by the terms and conditions of this Agreement.     9.3 Governing Law. This Agreement shall be governed by, and interpreted in accordancewith, the laws of the State of New York, without regard to any rule or choice of law principle ofNew York that would dictate the application of the law of another jurisdiction.     9.4 Waiver. The waiver by either Party of a breach or a default of any provision ofthis Agreement by the other Party shall not be construed as a waiver of any succeeding breach ofthe same or any other provision, nor shall any delay or omission on the part of either Party toexercise or avail itself of any right, power or privilege that it has or may have hereunder operateas a waiver of any right, power or privilege by such Party.     9.5 Notices. All notices which are required or permitted hereunder shall be inwriting and sufficient (a) if delivered personally (effective on the date delivered), or (b) ifsent by facsimile transmission AND (i) by United States registered or certified mail, returnreceipt requested (effective on the date received as evidenced by return receipt), or (ii) sent byUnited States Express Mail or overnight courier (effective on the next business day), in each caseto the Parties at the following addresses with postage or delivery charges prepaid:If to King, at:King Pharmaceuticals, Inc.