Distributor, the Supplier shall notify this
decision to the Distributor and/or its Affiliates. [*] the Distributor and/or
its Affiliates may elect to initiate action against such possible infringement
of the Supplier IPR in the Territory, at the Distributor's costs and expenses.
The Supplier shall provide the Distributor with reasonable assistance in such
action (including making documents and records available for review and copying,
and making persons within its control available for pertinent testimony), and
such assistance shall be at the Distributor's expense. Any damages awarded to
the Distributor and/or its Affiliates shall be [*].
7.3.2.
Infringement of Distributor IPR
The Distributor and/or its Affiliates shall be sole responsible for taking
action, if any, against any possible infringement of the Distributor's Marks.
7.3.3.
Infringements of Third Party Intellectual Property Rights by the Products
(a)
The Distributor shall immediately notify the Supplier of any infringement or
alleged infringement of Third Party Intellectual Property Rights by the Products
or the Supplier IPR in the Territory (a Supplier Infringement Claim) that comes
to the Distributor's and/or its Affiliates' attention and shall fully cooperate
at the Supplier's first request in any steps undertaken by the Supplier towards
defence of the Products or the Supplier IPR in the Territory.
(b)
In such case, the Supplier, at its sole discretion:
(i)
may conduct negotiations with Third Party;
35
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS
BEEN OMITTED BECAUSE REVANCE THERAPEUTICS, INC., HAS DETERMINED THE INFORMATION
(I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO REVANCE
THERAPEUTICS, INC., IF PUBLICLY DISCLOSED.
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(ii)
shall assume, conduct and control the defence of any Supplier Infringement
Claim; and
(iii)
may issue binding instructions to the Distributor regarding the Products or the
Supplier IPR affected by such claims, provided that Supplier may not enter into
any settlement of any such infringement action that requires the payment of any
damages by the Distributor, or admits any liability on the part of the
Distributor, without the prior written consent of the Distributor.
(c)
Supplier shall keep the Distributor reasonably informed of the progress and
status of any such infringement action. If the Supplier elects not to defend
such claim, the Distributor and/or its Affiliates may assume the defence
thereof; provided that, however, the Distributor will not enter into any
settlement without the prior written consent of the Supplier.
8.
Business Forecast, Commercialisation and Packaging
8.1.
Business Forecast
(a)
The Parties have agreed upon an initial business forecast in respect of the
commercialisation of the Products in the Territory covering the period from the
Launch Date through the end of the [*] Contract Year from the Launch Date (the
Initial Business Forecast). The Initial Business Forecast is attached in Annex
8.1(a).
(b)
No later than [*] prior to the expiration of the [*] Contract Year and on each
subsequent anniversary date thereof, the Parties shall agree on a new business
forecast (the New Business Forecast) covering the subsequent Contract Years.
(c)
If the Parties do not agree