Common use of Gross Profit Split Clause in Contracts

Gross Profit Split. 4.2.1 Purchaser shall pay to Seller, as additional consideration for Seller’s supply of Product hereunder to Purchaser, the following portion of Gross Profit (the “Gross Profit Split”): (a) 60% percent of the Gross Profit for so long as there are [***] Competitive Products; (b) 55% percent of the Gross Profit for so long as there is (i) [***] Competitive Product being sold and distributed to Purchaser Customers in the Territory or (ii) [***] Competitive Product being sold and distributed to customers in the Territory other than Purchaser Customers and as a result of the sale and distribution of such Competitive Product, Purchaser’s Net Sales for the last completed calendar quarter are more than [***] less than Purchaser’s Net Sales for the calendar quarter immediately preceding the last completed calendar quarter; and (c) 50% percent of the Gross Profit for so long as there are (i) [***] or more Competitive Products being sold and distributed to Purchaser Customers in the Territory or (ii) [***] or more Competitive Products being sold and distributed to customers in the Territory other than Purchaser Customers and as a result of the sale and distribution of such Competitive Products, Purchaser’s Net Sales for the last completed calendar quarter are more than [***] less than Purchaser’s Net Sales for the calendar quarter immediately preceding the last completed calendar quarter. 4.2.2 Seller’s Gross Profit Split shall be calculated and paid to Seller quarterly, within 30 days after quarter end. Any adjustment to the Gross Profit Split as required from time to time due to an increase or decrease in the number of Competitive Products or Purchaser’s Net Sales shall be effective upon the day of the calendar month in which the change of number of Competitive Product(s) occurred in the case of Section 4.2.1(b)(i) and (c)(i) above and upon the first day of the immediately succeeding calendar month after the calendar month in which the change in Purchaser’s Net Sales triggered an adjustment to the Gross Profit Split in the case of Section 4.2.1(b)(ii) or (c)(ii) above. Notwithstanding anything herein to the contrary and by way of clarification, any adjustment to the Gross Profit Split resulting from a change in the number of Competitive Products or Net Sales shall change only the Gross Profit Split of Product having the same dosage strength as that of the relevant Competitive Product(s) then being sold and distributed in the Territory. Each party shall provide the other party prompt written notice of any adjustment to the Gross Profit Split which the notifying party believes is warranted as a result of a change in the number of Competitive Products or Purchaser’s Net Sales. With such notice, the notifying party shall provide an explanation to the other party as to the reasons why such adjustment is warranted and shall provide the other party any documentation in notifying party’s possession or control which supports the notifying party’s basis for such adjustment. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Gross Profit Split. 4.2.1 Purchaser shall pay to Seller, as additional consideration for Seller’s 's supply of Product hereunder to Purchaser, the following portion of Gross Profit (the “"Gross Profit Split”"): (a) 60% percent of the Gross Profit for so long as there are [***] Competitive Products; (b) 55% percent of the Gross Profit for so long as there is (i) [***] Competitive Product being sold and distributed to Purchaser Customers in the Territory or (ii) [***] Competitive Product being sold and distributed to customers in the Territory other than Purchaser Customers and as a result of the sale and distribution of such Competitive Product, Purchaser’s 's Net Sales for the last completed calendar quarter are more than [***] less than Purchaser’s 's Net Sales for the calendar quarter immediately preceding the last completed calendar quarter; and (c) 50% percent of the Gross Profit for so long as there are (i) [***] ]or more Competitive Products being sold and distributed to Purchaser Customers in the Territory or (ii) [***] or more Competitive Products being sold and distributed to customers in the Territory other than Purchaser Customers and as a result of the sale and distribution of such Competitive Products, Purchaser’s 's Net Sales for the last completed calendar quarter are more than [***] less than Purchaser’s 's Net Sales for the calendar quarter immediately preceding the last completed calendar quarter. [***] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 4.2.2 Seller’s 's Gross Profit Split shall be calculated and paid to Seller quarterly, within 30 days after quarter end. Any adjustment to the Gross Profit Split as required from time to time due to an increase or decrease in the number of Competitive Products or Purchaser’s 's Net Sales shall be effective upon the day of the calendar month in which the change of number of Competitive Product(s) occurred in the case of Section 4.2.1(b)(i) and (c)(i) above and upon the first day of the immediately succeeding calendar month after the calendar month in which the change in Purchaser’s 's Net Sales triggered an adjustment to the Gross Profit Split in the case of Section 4.2.1(b)(ii) or (c)(ii) above. Notwithstanding anything herein to the contrary and by way of clarification, any adjustment to the Gross Profit Split resulting from a change in the number of Competitive Products or Net Sales shall change only the Gross Profit Split of Product having the same dosage strength as that of the relevant Competitive Product(s) then being sold and distributed in the Territory. Each party shall provide the other party prompt written notice of any adjustment to the Gross Profit Split which the notifying party believes is warranted as a result of a change in the number of Competitive Products or Purchaser’s 's Net Sales. With such notice, the notifying party shall provide an explanation to the other party as to the reasons why such adjustment is warranted and shall provide the other party any documentation in notifying party’s 's possession or control which supports the notifying party’s 's basis for such adjustment. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Gross Profit Split. 4.2.1 Purchaser shall pay to Seller, as additional consideration for Seller’s supply of Product hereunder to Purchaser, the following portion of Gross Profit (the “Gross Profit Split”): (a) 60% percent of the Gross Profit for so long as there are [***] Competitive Products; (b) 55% percent of the Gross Profit for so long as there is (i) [***] Competitive Product being sold and distributed to Purchaser Customers in the Territory or (ii) [***] Competitive Product being sold and distributed to customers in the Territory other than Purchaser Customers and as a result of the sale and distribution of such Competitive Product, Purchaser’s Net Sales for the last completed calendar quarter are more than [***] less than Purchaser’s Net Sales for the calendar quarter immediately preceding the last completed calendar quarter; and (c) 50% percent of the Gross Profit for so long as there are (i) [***] or more Competitive Products being sold and distributed to Purchaser Customers in the Territory or (ii) [***] or more Competitive Products being sold and distributed to customers in the Territory other than Purchaser Customers and as a result of the sale and distribution of such Competitive Products, Purchaser’s Net Sales for the last completed calendar quarter are more than [***] less than Purchaser’s Net Sales for the calendar quarter immediately preceding the last completed calendar quarter. 4.2.2 Seller’s Gross Profit Split shall be calculated and paid to Seller quarterly, within 30 days after quarter end. Any adjustment to the Gross Profit Split as required from time to time due to an increase or decrease in the number of Competitive Products or Purchaser’s Net Sales shall be effective upon the day of the calendar month in which the change of number of Competitive Product(s) occurred in the case of Section 4.2.1(b)(i) and (c)(i) above and upon the first day of the immediately succeeding calendar month after the calendar month in which the change in Purchaser’s Net Sales triggered an adjustment to the Gross Profit Split in the case of Section 4.2.1(b)(ii) or (c)(ii) above. Notwithstanding anything herein to the contrary and by way of clarification, any adjustment to the Gross Profit Split resulting from a change in the number of Competitive Products or Net Sales shall change only the Gross Profit Split of Product having the same dosage strength as that of the relevant Competitive Product(s) then being sold and distributed in the Territory. Each party shall provide the other party prompt written notice of any adjustment to the Gross Profit Split which the notifying party believes is warranted as a result of a change in the number of Competitive Products or Purchaser’s Net Sales. With such notice, the notifying party shall provide an explanation to the other party as to the reasons why such adjustment is warranted and shall provide the other party any documentation in notifying party’s possession or control which supports the notifying party’s basis for such adjustment. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission] Confidential Treatment Requested.