CERTAIN ROYALTY OBLIGATIONS. 13 4.4 Other CMC Activities........................................................... 14 4.5 Performance Under Work Plan and Budgets........................................ 14 4.6 Confidentiality of CMC Activities.............................................. 14 4.7 Reverse Engineering............................................................ 14 4.8 GS7836......................................................................... 15
CERTAIN ROYALTY OBLIGATIONS. If Gilead reasonably believes that any change in the manufacturing process for a Liposomal Product developed pursuant to Section 4.1, or the selection of an Alternative Formulation for a Product pursuant to Section 4.2, would make the relevant Liposomal Product subject to a royalty payment obligation on sale of such Liposomal Product to OSI hereunder pursuant to the **, then Gilead shall (i) consider whether such change in process or Alternative Formulation is desirable for the Product in a manner consistent with the way Gilead would consider such issue for one of its own products, (ii) notify OSI whether such a royalty obligation would be triggered by making such change in process or selecting such Alternative Formulation, and (iii) make a recommendation to OSI whether Gilead advises adopting such change in process or Alternative Formulation for reasons relating to manufacturing efficiency, quality of Product or other technical reasons. OSI shall promptly thereafter advise Gilead in writing whether OSI wishes to proceed with such change in process or Alternative Formulation.
CERTAIN ROYALTY OBLIGATIONS. Buyer acknowledges and agrees that the Company will assume all royalty obligations to the former owners of the Memphis, Tennessee, Reserve, Louisiana and Lake City, Georgia treatment facilities arising on or after the Closing (but not including any royalty obligations arising prior to the Closing or any delinquent payments of any kind as of the Closing) under: (i) an Agreement dated March 23, 1987 among BFI Hospital Waste Systems (South Central), Inc., Health Management, Inc. and Edwaxx X. Xxxxx, XX, Xxaches G. Blank, Charxxx X. Xxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx xxx Kevix Xxxxxx; (xi) an Agreement dated January 30, 1988 among Browxxxx-Xxxxxx, Xxc., Health Management of New Orleans, Inc. and Edwaxx X. Xxxxx, XX, Xxaches G. Blank, Charxxx X. Xxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx xxx Kevix Xxxxxx; (xii) an Agreement and General Release dated March 15, 1988 between BFI Hospital Waste Systems, Inc., BFI Medical Waste Systems (Southeast), Inc., Health Management of Atlanta, Inc. and Edwaxx X. Xxxxx, XX, Xxaches G. Blank, Charxxx X. Xxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx xxx Kevix Xxxxxx; (xv) a Memorandum of Understanding dated January 30, 1988 among BFI Medical Waste Systems (South Central), Inc., Health Management, Inc. and Edwaxx X. Xxxxx, XX, Xxaches G. Blank, Charxxx X. Xxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx xxx Kevix Xxxxxx; xxd (v) a Release as to Royalty Payable Through June 30, 1997, dated July 30, 1997, among Peaches Blank Simkxxx, Xxxxxxx X. Cxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx, Xx. xxx Kevix Xxxxxx (xxllectively, the "Royalty Agreements"). Seller shall use its reasonable best efforts to cooperate with and provide non-financial assistance to Buyer in negotiating with the owners of the royalty streams a complete buy-out of the Royalty Agreements, with the amount of the negotiated settlement to be paid by Buyer. Seller shall provide Buyer with all information that Buyer may reasonably request concerning the amounts of past royalty payments, historical data on plant and regional revenues and any other information concerning the parties' performance under the Royalty Agreements.
