Common use of EXPLOITATION OF LICENSED TECHNOLOGY Clause in Contracts

EXPLOITATION OF LICENSED TECHNOLOGY. 5.1. Except as provided for in this Agreement, the Company's obligations to exploit the Elan Technology shall be regulated by Clause 9 of the Development Agreement. 5.2. The Company shall exert its reasonable efforts [****] consistent with the [****] in each [****] determined in a commercially reasonable manner and with a view to [****]. The Company will diligently pursue the [****], as provided in the Business Plan. 5.3. The Company will be solely responsible for ensuring that the manufacture, promotion, distribution, marketing and sale of the Products within each country of the Territory is in strict accordance with all the legal and regulatory requirements of each country of the Territory. 5.4. All advertising, promotional materials and marketing costs needed to exploit the Products are to be paid for by the Company. Any packaging for the Products shall contain information to the effect that the Product has been developed by Elan in conjunction with Orasomal and the Company and is to be agreed upon by Elan in advance. Such acknowledgement shall take into consideration regulatory requirements and the Company's reasonable commercial requirements. The Company shall submit copies of all forms of trade package cartons and labels and other printed materials to Elan for approval before commercial sale of the Product commences. If a change in such materials from that initially approved which would require regulatory approval or filing or any other material change is proposed, all such package cartons and labels and printed materials shall be resubmitted for approval before commercial use thereof. It shall be presumed that Elan approved of such use unless Elan provides written notice of disapproval of such use to the Company within ten (10) business days of delivery of such materials to Elan, such approval not to be unreasonably withheld. The further consent of Elan shall not be required where the format and content of such materials is substantively similar as the materials previously furnished to and approved by Elan. **** REPRESENTS MATERIAL REACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EXPLOITATION OF LICENSED TECHNOLOGY. 5.1. Except as provided for in this Agreement, the Company's obligations to exploit the Elan Orasomal Technology shall be regulated by Clause 9 of the Development Agreement. 5.2. The Company shall exert its reasonable efforts [****] consistent with the [****] in each [****] determined in a commercially reasonable manner and with a view to [****]. The Company will diligently pursue the [****], as provided in the Business Plan. 5.3. The Company will be solely responsible for ensuring that the manufacture, promotion, distribution, marketing and sale of the Products within each country of the Territory is in strict accordance with all the legal and regulatory requirements of each country of the Territory. 5.4. All advertising, promotional materials and marketing costs needed to exploit the Products are to be paid for by the Company. Any packaging for the Products shall contain information to the effect that the Product has been developed by Elan in conjunction with Orasomal and the Company and is to be agreed upon by Elan Orasomal in advance. Such acknowledgement shall take into consideration regulatory requirements and the Company's reasonable commercial requirements. The Company shall submit copies of all forms of trade package cartons and labels and other printed materials to Elan Orasomal for approval before commercial sale of the Product commences. If a change in such materials from that initially approved which would require regulatory approval or filing or any other material change is proposed, all such package cartons and labels and printed materials shall be resubmitted for approval before commercial use thereof. It shall be presumed that Elan Orasomal approved of such use unless Elan Orasomal provides written notice of disapproval of such use to the Company within ten (10) business days of delivery of such materials to ElanOrasomal, such approval not to be unreasonably withheld. The further consent of Elan Orasomal shall not be required where the format and content of such materials is substantively similar as the materials previously furnished to and approved by ElanOrasomal. ---------- **** REPRESENTS MATERIAL REACTED REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EXPLOITATION OF LICENSED TECHNOLOGY. 5.16.1. Except as provided for in this Agreement, the Company's obligations to exploit the Elan Technology shall be regulated by Clause 9 of the Development Agreement. The Parties recognize that the Company's obligations to commercialize the Elan Technology are subject to Elan first obtaining regulatory approval in the United States for the Medipad System. 5.2. The Company shall exert its reasonable efforts [****] consistent with the [****] in each [****] determined in a commercially reasonable manner and with a view to [****]6.2. The Company will diligently pursue the [****], ] as provided in the Business Plan. The Company shall exert its reasonable efforts to commercialise the Elan Royalty Product in each country of the Territory consistent with the market potential for the Elan Royalty Product in each country of the Territory determined in a commercially reasonable manner and with a view to achieving maximum benefit to the Parties. 5.36.3. The Company will be solely responsible for ensuring that the manufacture, promotion, distribution, marketing and sale of the Elan Royalty Products within each country of the Territory is in strict accordance with all the legal and regulatory requirements of each country of the Territory. _____________ [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 5.46.4. All advertising, promotional materials and marketing costs needed to exploit the Elan Royalty Products are to be paid for by the Company. Any packaging for the Elan Royalty Products shall contain information to the effect that the Elan Royalty Product has been developed by Elan in conjunction with Orasomal and the Company and is to be agreed upon by Elan in advance. Such acknowledgement shall take into consideration regulatory requirements and the Company's reasonable commercial requirements. The Company shall submit copies of all forms of trade package cartons and labels and other printed materials to Elan for approval before commercial sale of the Elan Royalty Product commences. If a change in such materials from that initially approved which would require regulatory approval or filing or any other material change is proposed, all such package cartons and labels and printed materials shall be resubmitted for approval before commercial use thereof. It shall be presumed that Elan approved of such use unless Elan provides written notice of disapproval of such use to the Company within ten (10) business days of delivery of such materials to Elan, such approval not to be unreasonably withheld. The further consent of Elan shall not be required where the format and content of such materials is substantively similar as the materials previously furnished to and approved by Elan. **** REPRESENTS MATERIAL REACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.