BY APPLICABLE LAW TO BE PAID BY SOLVAY TO THE TAXING AUTHORITY OF ANY
FOREIGN COUNTRY ON DEPOMED'S BEHALF, SOLVAY MAY DEDUCT THE AMOUNT OF SUCH TAX
FROM THE APPLICABLE ROYALTIES OR OTHER PAYMENT OTHERWISE PAYABLE TO DEPOMED.
IN
SUCH EVENT, SOLVAY SHALL PAY THE TAXES TO THE PROPER TAXING AUTHORITY AND SHALL
SEND EVIDENCE OF THE OBLIGATION TOGETHER WITH PROOF OF PAYMENT TO DEPOMED
FOLLOWING SUCH PAYMENT AND SHALL REASONABLY COOPERATE WITH DEPOMED IN ITS
EFFORTS TO AVOID OR MINIMIZE SUCH WITHHOLDING OBLIGATIONS AND/OR TO OBTAIN
CREDIT FOR PAYMENT THEREOF.
3.8
INTEREST DUE.
SOLVAY SHALL PAY DEPOMED
INTEREST ON ANY PAYMENTS THAT ARE NOT PAID ON OR BEFORE THE DATE SUCH PAYMENTS
ARE DUE UNDER THIS AGREEMENT AT A RATE OF ONE PERCENT (1%) PER MONTH, OR THE
MAXIMUM APPLICABLE LEGAL RATE, IF LESS, CALCULATED BASED ON THE TOTAL NUMBER OF
DAYS PAYMENT IS DELINQUENT.
14
Confidential Information, indicated by [***] has been omitted from this filing
and filed separately with the Securities Exchange Commission
ARTICLE 4
DEVELOPMENT, PROMOTIONAL AND COMMERCIALIZATION ACTIVITIES
4.1
DEVELOPMENT.
DEPOMED SHALL BE RESPONSIBLE FOR
COMPLETING THOSE CLINICAL DEVELOPMENT AND MANUFACTURING ACTIVITIES FOR PRODUCT
IN THE FIELD AND IN THE TERRITORY THAT ARE BEING CONDUCTED OR ARE PLANNED AS OF
THE EFFECTIVE DATE AND ARE SET FORTH IN EXHIBIT D, AT DEPOMED'S SOLE EXPENSE
(THOUGH DEPOMED WILL INCLUDE SOLVAY IN THE PERFORMANCE OF THESE ACTIVITIES).
SOLVAY SHALL BE RESPONSIBLE, AT ITS SOLE EXPENSE, FOR CONDUCTING ALL OTHER
DEVELOPMENT, MANUFACTURING (TO THE EXTENT NOT PERFORMED BY DEPOMED PURSUANT TO
SECTION 4.8) AND REGULATORY ACTIVITIES FOR PRODUCT IN THE FIELD AND IN THE
TERRITORY.
4.2
COMMERCIALLY REASONABLE EFFORTS TO
COMMERCIALIZE.
COMMENCING UPON ISSUANCE TO SOLVAY OF REGULATORY APPROVAL WITH
RESPECT TO THE PRODUCT IN A COUNTRY OF THE TERRITORY, SOLVAY WILL EXERCISE
COMMERCIALLY REASONABLE EFFORTS TO COMMERCIALIZE THE PRODUCT IN THE FIELD IN
SUCH COUNTRY OF THE TERRITORY.
WITHOUT LIMITING THE FOREGOING, SOLVAY SHALL,
ITSELF OR THROUGH AFFILIATES OR SUBLICENSEES, LAUNCH THE PRODUCT IN EACH COUNTRY
OF THE TERRITORY WITHIN [***] DAYS AFTER IT RECEIVES A LETTER FROM THE
REGULATORY AUTHORITY IN SUCH COUNTRY STATING THAT THE PRODUCT IS APPROVED IN
SUCH COUNTRY.
4.3
SPECIFIC ACTIVITIES.
SUBJECT TO SECTION 4.2
AND PROVIDED THAT NO GENERIC PRODUCT HAS BEEN APPROVED FOR COMMERCIAL SALE IN
THE FIELD IN THE UNITED STATES, AND EXCEPT TO THE EXTENT LIMITED BY RESTRICTIONS
IMPOSED BY ANY GOVERNMENTAL AUTHORITY OR APPLICABLE LAW, SOLVAY AGREES TO ENGAGE
IN THE FOLLOWING SPECIFIC ACTIVITIES RELATING TO THE PRODUCT IN THE UNITED
STATES:
(A)
CREATION OF [***];
(B)
CREATION OF [***];
(C)
[***];
(D)
[***];
(E)
[***];
(F)
[***];
(G)
[***];
(H)
[***];
(I)
[***];
(J)
[***];
(K)
[***];
(L)
[***];
(M)
[***];
15
Confidential Information, indicated by [***] has been omitted from this filing
and filed separately with the Securities Exchange Commission
(N)
[***];
(O)
CREATION OF [***];
(P)
[***]; AND
(Q)
CREATION OF [***].
4.4
PROMOTIONAL REQUIREMENTS.
PROVIDED THAT NO
GENERIC PRODUCT HAS BEEN INTRODUCED IN THE FIELD IN THE UNITED STATES, AND
EXCEPT