AND APPROVED FOR THE APPLICABLE TWELVE (12) MONTH PERIOD, THE
"VOLUME FORECAST"). DEPOMED SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
MANUFACTURE AND DISTRIBUTE, OR CAUSE TO BE MANUFACTURED AND DISTRIBUTED, PRODUCT
CONSISTENT WITH THE VOLUME FORECAST OR SUCH OTHER METHOD OF FORECASTING PRODUCT
PRESCRIPTIONS IN THE TERRITORY WITHIN THE FIELD AS IS AGREED IN WRITING BY THE
PARTIES. THE PARTIES HAVE AGREED IN WRITING TO THE VOLUME FORECAST FOR THE
TWELVE MONTH PERIOD BEGINNING ON AUGUST 1, 2007.
SECTION 6.4
SALES; PRICING.
(A)
DEPOMED OR ITS AFFILIATES SHALL BOOK ALL SALES OF THE PRODUCT IN
THE TERRITORY AND SHALL BE RESPONSIBLE FOR ENTERING INTO ANY CONTRACTS AND OTHER
ARRANGEMENTS WITH ANY PERSON REGARDING THE SALE OF THE PRODUCT, AND FOR
ESTABLISHING AND APPROVING THE FORM, CONTENT AND TERMS AND CONDITIONS THEREOF,
INCLUDING ANY DISCOUNT, ALLOWANCE, REBATE, CHARGEBACK OR OTHER TERM GRANTED
THEREIN. FOR PURPOSES OF CLARITY, ANY CONTRACTS OR ARRANGEMENTS SUPPORTED BY
WATSON AS CONTEMPLATED BY SECTION 6.4(B) MUST BE EXECUTED IN DEPOMED'S NAME AND
ADMINISTERED BY DEPOMED.
(B)
WATSON WILL PROVIDE REASONABLE ASSISTANCE TO DEPOMED IN SUPPORT OF
MANAGED MARKETS AND TRADE CUSTOMER GROUPS WITH RESPECT TO THE PRODUCT TO ENABLE
DEPOMED TO ENTER INTO SUCH CONTRACTS AND OTHER ARRANGEMENTS DESCRIBED IN SECTION
6.4(A) ABOVE. IN PARTICULAR, AS CONTEMPLATED IN THE 2007 PLAN, (I) WATSON'S
SALES TEAM DEDICATED TO THE CHANNEL WILL PROVIDE REASONABLE ASSISTANCE TO
DEPOMED IN CONNECTION WITH DEPOMED'S CONTRACTING EFFORTS WITHIN THE CHANNEL AND
(II) WATSON WILL PROVIDE REASONABLE ASSISTANCE TO DEPOMED IN CONNECTION WITH
DEPOMED'S EFFORTS TO STOCK THE PRODUCT WITHIN RETAIL PHARMACIES.
SECTION 6.5
SAMPLES.
(A)
DEPOMED SHALL PROVIDE OR CAUSE TO BE PROVIDED TO WATSON, FROM TIME
TO TIME AS CONTEMPLATED BY THE ANNUAL PLAN, SAMPLES OF THE PRODUCT THAT ARE NOT
FOR SALE AND WITH NO FEE ASSOCIATED ("SAMPLES") TO BE DISTRIBUTED BY WATSON
SOLELY IN CONNECTION WITH THE PERFORMANCE OF DETAILS. DEPOMED SHALL SUPPLY SUCH
SAMPLES FOB DEPOMED'S OR ITS DESIGNEE'S WAREHOUSE, AND THE RISK OF LOSS AND
RESPONSIBILITY FOR HANDLING AND WAREHOUSING OF THE SAMPLES SHALL PASS TO WATSON
UPON DELIVERY TO A CARRIER DESIGNATED BY WATSON. WATSON SHALL BE RESPONSIBLE FOR
DISTRIBUTING THE SAMPLES TO ITS SALES REPRESENTATIVES IN A TIMELY MANNER.
DEPOMED SHALL INVOICE WATSON FOR EACH SHIPMENT OF SAMPLES AT [***] PAYABLE
WITHIN THIRTY (30) DAYS OF THE INVOICE DATE (EXCLUDING [***]). WATSON SHALL ALSO
BE RESPONSIBLE FOR SECURING THE RETURN AND APPROPRIATE DISPOSAL OF AND
RECONCILING EXISTING SAMPLE INVENTORIES FROM DISCONTINUED SALES REPRESENTATIVES.
(B)
SAMPLES SUPPLIED BY DEPOMED TO WATSON SHALL BE USED BY WATSON
SOLELY IN PERFORMING DETAILS TO PROFESSIONALS IN ACCORDANCE WITH THIS AGREEMENT.
UPON ITS RECEIPT OF
Confidential Information, indicated by [***], has been omitted from this filing
and filed separately with the Securities Exchange Commission
Samples, Watson shall be solely responsible for accountability and compliance
with the PDMA for the Watson Sales Force, and other applicable Legal
Requirements relating to such Samples or the distribution of same by the Watson
Sales Force, and shall be responsible for adherence by its Sales Representatives