of [***] provided
the purchase price shall be [***]
In addition, Janssen agrees to use [***] to supply additional quantities of
[***] if requested by Vertex, provided, however, [***]
(E)
THIRD PARTY AGREEMENTS. VERTEX WILL PROVIDE JANSSEN WITH COPIES OF
DRAFT THIRD PARTY MANUFACTURER AGREEMENTS FOR THE COMMERCIAL SUPPLY OF VX-950
AND WILL CONSIDER IN GOOD FAITH JANSSEN'S COMMENTS PROVIDED [***].
4.6
PACKAGING. JANSSEN WILL BE RESPONSIBLE FOR PACKAGING OF PRODUCTS FOR
COMMERCIAL SALE IN THE TERRITORY.
4.7
SUPPORT FOR ESTABLISHMENT OF SUPPLY CAPABILITIES. [***]
VERTEX WILL
INVOICE JANSSEN FOR COSTS INCURRED UNDER SECTION 4.7 AS THEY OCCUR AND JANSSEN
WILL PAY SUCH INVOICE WITHIN [***]
VERTEX MAY SELL PRODUCT FROM ITS INVENTORY
FOLLOWING REGULATORY APPROVAL OF THE PRODUCT IN VERTEX'S TERRITORY AND, [***]
ARTICLE 5 - COMMERCIALIZATION IN THE TERRITORY
5.1
JANSSEN COMMERCIALIZATION EFFORTS. JANSSEN SHALL WAREHOUSE AND
DISTRIBUTE THE PRODUCT IN THE TERRITORY AND SHALL BE RESPONSIBLE FOR RECORDING
SALES AND HANDLING ALL ASPECTS OF PRODUCT ORDER PROCESSING, INVOICING,
COLLECTION, INVENTORY AND RECEIVABLES IN THE TERRITORY. IN THIS WORK AND IN ALL
OTHER ASPECTS OF COMMERCIALIZATION OF THE PRODUCT IN THE TERRITORY, JANSSEN
SHALL USE DILIGENT EFFORTS, INCLUDING WITHOUT LIMITATION BY [***]
EXCEPT
RELATING TO THE PHILANTHROPIC AND ACCESS PROGRAMS AND ACTIVITIES PURSUANT TO
ARTICLE 6, JANSSEN WILL USE
Information redacted pursuant to a confidential treatment request.
An
unredacted version of this exhibit has been filed separately with the
Commission.
22
DILIGENT EFFORTS TO MAXIMIZE NET SALES OF PRODUCTS IN THE TERRITORY THROUGH ITS
COMMERCIAL MARKETING, PRICING AND CONTRACTING STRATEGIES [***]
JANSSEN SHALL
BEAR ALL OF ITS OWN COSTS AND EXPENSES OF COMMERCIALIZING THE PRODUCT IN THE
TERRITORY.
5.2
JOINT COMMERCIALIZATION COMMITTEE. PROMPTLY AFTER THE EFFECTIVE DATE,
THE PARTIES SHALL ESTABLISH A JOINT COMMERCIALIZATION COMMITTEE (THE "JOINT
COMMERCIALIZATION COMMITTEE" OR "JCC"). THE JCC SHALL BE LED BY CO-CHAIRS, ONE
OF WHICH SHALL BE SELECTED BY VERTEX AND ONE OF WHICH SHALL BE SELECTED BY
JANSSEN.
5.2.1
RESPONSIBILITIES. THE JCC SHALL BE RESPONSIBLE FOR THE FOLLOWING:
USE REASONABLE EFFORTS TO ESTABLISH A GLOBAL BRAND FOR THE PRODUCT
INCLUDING BUT NOT LIMITED TO, ESTABLISHING OVERALL STRATEGIC OBJECTIVES FOR THE
PRODUCT;
REVIEW AND DISCUSS THE TERRITORY COMMERCIALIZATION PLAN AND THE NORTH
AMERICAN COMMERCIALIZATION PLAN; AND
DISCUSS COMMERCIAL ACTIVITIES THAT MAY BENEFIT FROM JOINT INVOLVEMENT
OR COORDINATION, INCLUDING BUT NOT LIMITED TO [***] OTHER MATTERS OF MUTUAL
INTEREST.
5.3
COMMERCIALIZATION PLANS. THE JCC WILL REVIEW AND DISCUSS THE TERRITORY
COMMERCIALIZATION PLAN AND THE NORTH AMERICAN COMMERCIALIZATION PLAN, EACH OF
WHICH WILL BE PROVIDED TO THE JCC BY JANSSEN OR VERTEX, RESPECTIVELY, NO LATER
THAN [***] PRIOR TO THE PROJECTED COMMERCIAL LAUNCH FOR THE PRODUCT IN THE
UNITED STATES (WITH RESPECT TO THE NORTH AMERICAN COMMERCIALIZATION PLAN) OR THE
EUROPEAN UNION (WITH RESPECT TO THE TERRITORY COMMERCIALIZATION PLAN). [***]
THE RESPONSIBLE PARTY WILL ALSO PROVIDE TO THE JCC, FOR REVIEW AND DISCUSSION,
ANY SUBSEQUENT MATERIAL AMENDMENTS TO THE MOST RECENT COMMERCIALIZATION PLAN
THAT IT PROVIDED TO THE JCC AND IN ANY EVENT SHALL SUBMIT AN UPDATED PLAN ON AN