THE PRODUCT AND ALL PROPRIETARY
Confidential Information, indicated by [***], has been omitted from this filing
and filed separately with the Securities Exchange Commission
RIGHTS RELATING THERETO OWNED BY DEPOMED OR ITS AFFILIATES OR TO WHICH DEPOMED
OR ITS AFFILIATES HAS RIGHTS SO AS TO BE ABLE TO LICENSE, AND RELATING OR
PERTAINING TO THE PRODUCT.
SECTION 1.81
"TERM" HAS THE MEANING SET FORTH IN SECTION 8.1.
SECTION 1.82
"TERRITORY" MEANS THE UNITED STATES, INCLUDING ITS
TERRITORIES AND POSSESSIONS AND PUERTO RICO.
SECTION 1.83
"THIRD PARTY" MEANS ANY PERSON OTHER THAN WATSON OR
DEPOMED OR THEIR RESPECTIVE AFFILIATES.
SECTION 1.84
"UNIT" MEANS A SINGLE TABLET OF THE PRODUCT.
SECTION 1.85
"UNITED STATES BANKRUPTCY CODE" SHALL MEAN THE U.S.
BANKRUPTCY CODE, 11 U.S.C. §§ 101, ET SEQ.
SECTION 1.86
"UROLOGY DETAIL MINIMUM" MEANS, FOR A PARTICULAR PERIOD,
[***] OF THE PDES REQUIRED TO BE PERFORMED ON PROFESSIONALS ON THE WATSON
PHYSICIAN LIST WITHIN THE UROLOGY FIELD FOR SUCH PERIOD, AS REFLECTED IN THE
ANNUAL PLAN(S) OR THE 2007 PLAN (AS APPLICABLE) FOR SUCH PERIOD AND IN SECTIONS
4.1(C) - (J) OF THIS AGREEMENT (AS APPLICABLE).
SECTION 1.87
"UROLOGY FIELD" MEANS PROFESSIONALS PRACTICING UROLOGY,
AS SO IDENTIFIED BY PRIMARY AMA SPECIALTY AND SET FORTH IN THE PRESCRIBER DATA.
SECTION 1.88
"VOLUME FORECAST" HAS THE MEANING SET FORTH IN SECTION
6.3.
SECTION 1.89
"WATSON" HAS THE MEANING SET FORTH IN THE PREAMBLE TO
THIS AGREEMENT.
SECTION 1.90
"WATSON PHYSICIAN LIST" MEANS THE LIST OF PROFESSIONALS
TO WHOM THE WATSON SALES FORCE PRESENTS DETAILS, WHICH LIST HAS BEEN AGREED TO
IN WRITING BY THE PARTIES PRIOR TO THE EFFECTIVE DATE (IT BEING UNDERSTOOD THAT
SUCH LIST INCLUDES [***]. THE WATSON PHYSICIAN LIST IS SUBJECT TO CHANGE FROM
TIME TO TIME THROUGHOUT THE TERM OF THIS AGREEMENT TO REFLECT THE THEN CURRENT
[***], OR AS OTHERWISE AGREED IN WRITING BY THE PARTIES.
SECTION 1.91
"WATSON SALES FORCE" MEANS THE FIELD FORCE OF SALES
REPRESENTATIVES EMPLOYED OR CONTRACTED BY WATSON TO PROMOTE THE PRODUCT IN THE
TERRITORY WITHIN THE FIELD.
SECTION 1.92
"WATSON TRADEMARKS" MEANS THE TRADEMARKS SET FORTH ON
SCHEDULE 1.92.
SECTION 1.93
"WHOLESALER AFFILIATE" SHALL MEAN AN AFFILIATE OF WATSON,
SUBSTANTIALLY ALL OF THE BUSINESS OF WHICH CONSISTS OF THE WHOLESALE
DISTRIBUTION OF PHARMACEUTICAL PRODUCTS.
ARTICLE II
GRANT
SECTION 2.1
GRANT OF PROMOTION RIGHTS. DURING THE TERM, SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, DEPOMED HEREBY GRANTS TO WATSON AND
ITS AFFILIATES AND WATSON AND ITS AFFILIATES HEREBY ACCEPT A CO-EXCLUSIVE RIGHT
(TOGETHER WITH DEPOMED AND ITS AFFILIATES ONLY) TO PROMOTE THE PRODUCT UNDER THE
DEPOMED TRADEMARKS IN THE TERRITORY WITHIN THE FIELD AND CHANNEL ON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN.
SECTION 2.2
SUBLICENSE. WATSON SHALL NOT SUBLICENSE, SUBCONTRACT OR
OTHERWISE TRANSFER OR DELEGATE ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT WITHOUT THE EXPRESS WRITTEN CONSENT OF DEPOMED, WHICH CONSENT MAY NOT
BE UNREASONABLY WITHHELD OR DELAYED BY DEPOMED.
SECTION 2.3
LIMITATION ON PROMOTION.
(A)
DURING THE TERM OF THIS AGREEMENT, THE WATSON