Golimumab Supply Agreement. As soon as practicable after the Amendment Date (and in any event prior to expiration of the CD Decision Period), the Parties will in good faith negotiate and enter into a supply agreement with respect to bulk unlabeled Golimumab Product (the “Golimumab Supply Agreement”). Such Golimumab Supply Agreement shall be consistent with the terms of the Distribution Agreement, as amended hereby, and the Remicade Supply Agreement, including for the avoidance of doubt, provisions to provide that: (i) Golimumab Product will be supplied by Centocor or its designated Affiliate at an initial supply price per unit to be determined by the Parties in a manner consistent with Section 6.1 of the Distribution Agreement; (ii) the Product Committee will periodically review and adjust the supply price for Golimumab Product as necessary in accordance with Section 6.1 of the Distribution Agreement; and (iii) in the event that Centocor receives a Packaging & Labeling Notice from Schering-Plough during the CD Decision Period, the packaging and labeling of clinical supplies of Golimumab Product and placebo for the CD Development Program shall be performed by Centocor on terms to be agreed. For clarity, the Parties agree that determination of the initial supply price for Golimumab Product, and any subsequent adjustments to the supply price, shall take into consideration the supply price (and any adjustments to such price) for the Cilag Autoinjector. The foregoing notwithstanding, for purposes of Contribution Income calculations, the actual Cost of Goods Sold for Golimumab Product, without mxxx-up and subject to the application of any applicable Golimumab COGS Cap, shall be used.
