DEPOMED
ACCOUNT PURSUANT TO WIRE TRANSFER INSTRUCTIONS PROVIDED TO KING BY DEPOMED ON OR
BEFORE THE EFFECTIVE DATE.
(E)
NO ADDITIONAL MARKETING EXPENSES.
NEITHER PARTY SHALL HAVE ANY
OBLIGATION TO THE OTHER IN RESPECT OF ADVERTISING/MARKETING/EDUCATIONAL EXPENSES
FROM AND AFTER THE EFFECTIVE DATE.
AFTER THE EFFECTIVE DATE EACH PARTY IS
SOLELY RESPONSIBLE FOR EXPENSES INCURRED IN FULFILLING ITS REMAINING OBLIGATIONS
UNLESS OTHERWISE SET FORTH IN THE TRANSITION PLAN ATTACHED HERETO.
(F)
POST TRANSITION PERIOD EXPENSE
RECONCILIATION.
(I)
AS IDENTIFIED IN THE TRANSITION PLAN, AND ONLY WITH THE APPROVAL
OF THE JTC, CERTAIN EXPENSES WILL BE PAID BY KING DURING THE TRANSITION PERIOD.
THE FINAL RECONCILIATION REPORT INCLUDES ADJUSTMENTS FOR THE ANTICIPATED AMOUNT
OF THOSE EXPENSES.
AFTER THE EFFECTIVE DATE, KING SHALL NOT INCUR ADDITIONAL
EXPENSE UNLESS APPROVED BY THE JTC.
IN THE EVENT THAT THE JTC APPROVES THE
PAYMENT OF EXPENSES TO BE PAID BY KING DURING THE TRANSITION PERIOD THAT ARE NOT
REFLECTED IN THE FINAL RECONCILIATION REPORT, DEPOMED SHALL REIMBURSE KING FOR
SUCH EXPENSES ON PRESENTATION OF AN INVOICE, AS DESCRIBED BELOW.
THE SIGNATURES
OF DEPOMED'S JTC MEMBERS ON A FORM DESCRIBING SUCH EXPENSE SHALL BE CONCLUSIVE
EVIDENCE THAT DEPOMED HAS AGREED TO REIMBURSE KING FOR SUCH EXPENSE.
(II)
NOT LATER THAN DECEMBER 31, 2007, THE JTC WILL PREPARE A
RECONCILIATION OF EXPENSES INCURRED BY KING DURING THE TRANSITION PERIOD, AND
ANY FURTHER ADJUSTMENTS TO THE EXPENSES REFLECTED IN THE FINAL RECONCILIATION
REPORT FOR EXPENSES DISCOVERED BY KING FOR THE PERIOD COVERED BY IT (AS
EVIDENCED BY REASONABLE DOCUMENTATION TO THE JTC
3
DESCRIBING SUCH ADDITIONAL EXPENSES), OR REDUCTIONS OF ESTIMATED EXPENSES
REFLECTED IN THE FINAL RECONCILIATION REPORT (AS EVIDENCED BY REASONABLE
DOCUMENTATION TO THE JTC DESCRIBING SUCH REDUCED EXPENSES).
THE JTC SHALL
EXECUTE A FORM DESCRIBING SUCH RECONCILIATION, AND APPROVING THE REIMBURSEMENT
TO KING OR DEPOMED (AS APPLICABLE) OF THE NET AMOUNT PAYABLE PURSUANT TO SUCH
RECONCILIATION.
THE PARTY RESPONSIBLE FOR REIMBURSING THE OTHER PARTY PURSUANT
TO THIS SECTION 2.3(F)(II) (THE "REIMBURSING PARTY") SHALL DO SO NOT LATER THAN
JANUARY 10, 2008; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE REIMBURSING
PARTY BE OBLIGATED TO REIMBURSE THE OTHER PARTY IN AN AMOUNT IN EXCESS OF TWO
HUNDRED THOUSAND DOLLARS ($200,000).
2.4
PROMOTION FEES.
(A)
Q3 PROMOTION FEES.
DEPOMED HAS PROVIDED TO KING THE REPORT
REQUIRED BY SECTION 7.1(B) OF THE PROMOTION AGREEMENT IN RESPECT OF THE
AGREEMENT QUARTER ENDED SEPTEMBER 30, 2007, WHICH REPORT INDICATES THAT DEPOMED
IS REQUIRED TO PAY KING $2,150,330.43 IN PROMOTION FEES FOR THE AGREEMENT
QUARTER ENDED SEPTEMBER 30, 2007.
THIS AMOUNT WAS PAID TO KING BY WIRE TRANSFER
ON OCTOBER 26, 2007.
(B)
Q4 PROMOTION FEES.
DEPOMED SHALL HAVE NO OBLIGATION TO PAY KING
PROMOTION FEES FOR ANY PERIOD SUBSEQUENT TO THE AGREEMENT QUARTER ENDED
SEPTEMBER 30, 2007.
3.
REGULATORY MATTERS
Pharmacovigilance, including adverse event information, medical inquiries and
complaint exchange, shall be governed by the Safety Agreement executed between
the parties on March 23, 2007, as may be amended from time to time by the
parties.
The parties agree to