Common use of JCC Responsibilities Clause in Contracts

JCC Responsibilities. Except as otherwise set forth herein, the JCC shall provide strategic oversight of all Promotional activities for the Products hereunder, it being understood that Santarus shall be responsible for directing such Promotional and marketing activities. The responsibilities of the JCC shall be exercised consistent with this Agreement and shall include, but shall not be limited to: (a) reviewing the Annual Plan as contemplated by Section 4.5(a); (b) reviewing material modifications by Santarus to the Annual Plan or the Launch Plan; (c) reviewing Santarus’ Product Promotion strategies and objectives, including Product positioning, messaging and branding; (d) if applicable, monitoring the Depomed Sales Force call plan for coordination with the Santarus Sales Force; (e) monitoring advertising placement and market responses, including any post-implementation reviews; (f) reviewing and approving any Volume Forecasts and reviewing any Sample forecasts, consistent with Section 6.3; (g) establishing pricing for commercial sale of Products by or on behalf of Depomed, including the timing of any pricing changes; (h) reviewing sales incentive compensation plans for the Santarus Sales Force related to the Products; (i) establishing contracting guidelines for the distribution of the Products (or if no such guidelines have been established, approving any new or amended contracts); (j) establishing contracting guidelines for the managed care and government markets (or if no such guidelines have been established, approving any new or amended contracts); (k) proposing any new packaging design for the Products (subject to Depomed’s approval, and followed by and subject to applicable FDA and other Legal Requirements); (l) establishing the Net Sales forecast for 2009 for purposes of calculating the minimum Advertising/Marketing/Educational Expenses for that year in accordance with Section 4.1(d); (m) reviewing and approving any Product voucher, coupon, loyalty card or other co-pay assistance programs; (n) reviewing and approving any proposed material capital expenditures relating to the manufacture of the Products; and (o) such other functions as may be mutually agreed upon by the parties from time to time. For the avoidance of doubt, (i) the JCC shall not have any review or approval rights with respect to any matters relating to the development of the Products, (ii) any decisions of the JCC with respect to matters which relate to Regulatory Approval for a Product shall require Depomed’s prior written consent, (iii) the JCC cannot require Santarus to pay more than the minimum amounts described in Section 4.1 with respect to Advertising/Marketing/Educational Expenses or Sales Force Expenditures, and (iv) “reviewing” as set forth above shall not imply any approval right or other decision-making power on the part of the JCC.

JCC Responsibilities. Except as otherwise set forth herein, the JCC shall provide strategic oversight of direct all Promotional and marketing activities for the Products Product hereunder, it being understood that Santarus shall be responsible for directing such Promotional and marketing activities. The responsibilities of the JCC shall be exercised consistent with this Agreement and shall include, but shall not be limited to: (a) reviewing and approving modifications to the Launch Plan (provided that no such modification may increase or reduce the Advertising/Marketing/Educational Expenses allocated to the parties under the Launch Plan, or modify any call plan or sampling plan set forth in the Launch Plan, without both parties’ written approval). (b) reviewing and approving the Annual Plan as contemplated by Section 4.5(a)4.5, including developing the Advertising/Marketing/Educational Expenses associated with the Promotion activities under the Annual Plan; (bc) monitoring and reviewing material modifications by Santarus to compliance with the Annual Plan or and the Launch Plan; (cd) reviewing Santarus’ and approving any modifications to the Annual Plan to address market or Product-related issues and opportunities (provided that, without the written approval of both parties, such modifications do not (i) result in a decrease of more than 10% of the annual budget set forth in the Annual Plan, or (ii) result in an increase of more than 5% of the Advertising/Marketing/Educational Expenses allocated to either party under the Annual Plan); (e) developing Product Promotion strategies and objectives, including Product positioning, messaging and branding, and reviewing and approving all material communications to Third Parties related to commercial matters for the purpose of Promoting the Product; (df) if applicable, monitoring the Depomed Sales Force call plan for coordination with the Santarus King Sales Force; (eg) monitoring advertising placement and market responses, including any post-implementation reviews; (fh) reviewing and approving any Volume Forecasts and reviewing any Sample forecasts, consistent with Section 6.3; (gi) establishing pricing for commercial sale of Products by or on behalf of Depomedthe Product, including the timing of any pricing changes; (hj) reviewing reviewing, but not approving, sales incentive compensation plans for the Santarus King Sales Force related to the ProductsProduct; (ik) establishing contracting guidelines for the distribution of the Products (or if no such guidelines have been established, approving any new or amended contracts)Product; (jl) establishing contracting guidelines for overseeing the coordination of the parties’ efforts in respect of managed care and government markets (or if no such guidelines have been established, approving any new or amended contracts)marketing strategies; (km) proposing any new packaging design for the Products Product (subject to Depomed’s approval, and followed by and subject to applicable FDA and other Legal Requirements); (l) establishing the Net Sales forecast for 2009 for purposes of calculating the minimum Advertising/Marketing/Educational Expenses for that year in accordance with Section 4.1(d); (m) reviewing and approving any Product voucher, coupon, loyalty card or other co-pay assistance programs; (n) reviewing and approving any proposed material capital expenditures relating reductions to the manufacture King Physician List (provided that, without the approval of both parties, (i) the King Physician List may not be reduced prior to the second anniversary of the ProductsPromotion Commencement Date, and (ii) the number of Professionals on the King Physician List may not be decreased such that the number of Professionals on the King Physician List is less than ***% of the number of Professionals on the King Physician List as of the Effective Date); and (o) such other functions as may be mutually agreed upon by the parties from time to time. For the avoidance of doubt, (i) the JCC shall not have any review or approval rights with respect to any matters relating to the development of the Products, Product and (ii) any decisions of the JCC with respect to matters which relate to Regulatory Approval for a the Product shall require Depomed’s prior written consent, (iii) the JCC cannot require Santarus to pay more than the minimum amounts described in Section 4.1 with respect to Advertising/Marketing/Educational Expenses or Sales Force Expenditures, and (iv) “reviewing” as set forth above shall not imply any approval right or other decision-making power on the part of the JCC.

JCC Responsibilities. Except as otherwise set forth herein, the JCC shall provide strategic oversight of all Promotional activities for the Products hereunder, it being understood that Santarus shall be responsible for directing such Promotional and marketing activities. The responsibilities of the JCC shall be exercised consistent with this Agreement and shall include, but shall not be limited to: (a) reviewing the Annual Plan as contemplated by Section 4.5(a); (b) reviewing material modifications monitoring the call plans of the Partner Sales Force (including Details to Professionals and Pharmacist Calls) and the list of Targeted Professionals for coordination with the call plans of the Somaxon Sales Force and the Professionals and Pharmacists to be targeted by Santarus to the Annual Plan or the Launch Plan;on behalf of Somaxon, and (c) reviewing Santarus’ Product Promotion strategies and objectivesapproving any amendments to the list of Targeted Professionals, including Product positioning, messaging and brandingany such amendments included within the Annual Plan; (d) if applicable, monitoring the Depomed Sales Force call plan for coordination with the Santarus Sales ForceManaged Care Support to be provided by Partner as contemplated by Section 4.1(e); (e) monitoring advertising placement and market responses, including any post-implementation reviews; (f) reviewing and approving any the Volume Forecasts Forecast and reviewing any Sample forecasts, consistent with Section 6.3; (gf) establishing pricing for commercial sale of Products by or on behalf of Depomed, including the timing of directing any pricing changes; (h) reviewing sales incentive compensation plans for the Santarus Sales Force related to the Products; (i) establishing contracting guidelines for the distribution activities of the Products (parties as a result of deviations from the Launch Plan or if no such guidelines have been establishedthe Annual Plan, approving any new or amended contracts); (j) establishing contracting guidelines for the managed care to adjust Promotional activities based on facts and government markets (or if no such guidelines have been established, approving any new or amended contracts); (k) proposing any new packaging design for the Products circumstances (subject to Depomed’s approval, and followed by and subject to applicable FDA and other Legal RequirementsSection 4.5(a); (l) establishing the Net Sales forecast for 2009 for purposes of calculating the minimum Advertising/Marketing/Educational Expenses for that year in accordance with Section 4.1(d); (m) reviewing and approving any Product voucher, coupon, loyalty card or other co-pay assistance programs; (n) reviewing and approving any proposed material capital expenditures relating to the manufacture of the Products; and (og) such other functions as may be mutually agreed upon by the parties from time to time. For the avoidance of doubt, (i) the JCC shall not have any review or approval rights with respect to any matters relating to the development of the Products, (ii) any decisions of the JCC with respect to matters which relate to Regulatory Approval for a Product shall require DepomedSomaxon’s prior written consent, which may be given or withheld in its sole discretion, (iii) the JCC cannot require Santarus to pay more than the minimum amounts described except as expressly stated in Section 4.1 with respect to Advertising/Marketing/Educational Expenses or Sales Force Expendituresthis Agreement, and (iv) “reviewing” as set forth above shall not imply any approval right or other decision-making power on the part of the JCC; and (iv) in no event shall the JCC have the right to modify or amend this Agreement, or waive either party’s compliance with this Agreement.

JCC Responsibilities. Except as otherwise set forth hereinThe JCC shall develop the strategies for and oversee the Commercialization of the Licensed Products in the U.S. In particular, the JCC shall provide strategic oversight have the following responsibilities unless Protagonist has exercised the Rusfertide Opt-Out Right or a Partial Opt-Out Right (in which case the limited discontinuation shall apply solely with respect to the applicable Licensed Product that would be the subject of all Promotional activities such plans and activities): (i) establish a strategy for the Products hereunder, it being understood that Santarus shall be responsible for directing such Promotional and marketing activities. The responsibilities Commercialization of the JCC shall be exercised Licensed Products; (ii) oversee the conduct of Commercialization activities under the Joint Commercialization Plan for Rusfertide, and, as applicable, any Joint Commercialization Plans for Licensed Products other than Rusfertide in a manner consistent with this Agreement ‎Article VII (Commercialization), and, if applicable, oversee Protagonist’s performance of co-Detailing and shall include, but shall not be limited to:co-Scientific Exchange Activities for the Licensed Products in the U.S.; (aiii) reviewing review, discuss and determine whether to approve for submission to the Annual JSC for its approval any amendment to Joint Commercialization Plan for Rusfertide (including, as contemplated by Section 4.5(aapplicable, the corresponding Shared Commercialization Budget and associated distribution strategy); (biv) reviewing material modifications by Santarus for any Licensed Product other than Rusfertide, as applicable, review, discuss and determine whether to approve for submission to the Annual JSC for its approval, its applicable Joint Commercialization Plan or (including the Launch Plancorresponding Shared Commercialization Budget and associated distribution strategy) for such Licensed Product, and all annual and interim amendments thereto as described in Section ‎7.3; (cv) reviewing Santarus’ discuss the anticipated date of First Commercial Sale of each Licensed Product Promotion strategies and objectives, including Product positioning, messaging and brandingin the U.S.; (dvi) if applicableserve as a forum for exchange and discussion with respect to the Commercialization reports for the Licensed Products for the U.S., monitoring the Depomed Sales Force call plan for coordination with the Santarus Sales Forceas described in Section ‎7.8; (evii) monitoring advertising placement review and market responses, including any post-implementation reviews; (f) reviewing and approving any Volume Forecasts and reviewing any Sample forecasts, consistent with Section 6.3; (g) establishing discuss pricing for commercial sale of Products by or on behalf of Depomed, including the timing of any pricing changes; (h) reviewing sales incentive compensation plans ranges as a Pricing Matter for the Santarus Sales Force related to Licensed Products in the Products; (i) establishing contracting guidelines for the distribution of the Products (or if no such guidelines have been establishedU.S., approving any new or amended contractsas described in Section ‎7.5(a); (jviii) establishing contracting guidelines for review and discuss the managed care and government markets (or if no such guidelines have been established, approving any new or amended contracts); (k) proposing any new packaging design for the Products (subject to Depomed’s approval, and followed by and subject to applicable FDA and other Legal Requirements); (l) establishing the Net Sales forecast for 2009 for purposes of calculating the minimum Advertising/Marketing/Educational Expenses for that year in accordance with Section 4.1(d); (m) reviewing and approving any Product voucher, coupon, loyalty card or other co-pay assistance programs; (n) reviewing and approving any proposed material capital expenditures relating allocation to the manufacture Licensed Products of the Products; and (o) costs and expenses for any Shared Resource that such other functions Party may include as may be mutually agreed upon by the parties from time to time. For the avoidance of doubtShared Commercialization Costs, (i) the JCC shall not have any review or approval rights with respect to any matters relating to the development of the Products, (ii) any decisions of the JCC with respect to matters which relate to Regulatory Approval for a Product shall require Depomed’s prior written consent, (iii) the JCC cannot require Santarus to pay more than the minimum amounts as described in Section 4.1 with respect to Advertising/Marketing/Educational Expenses or Sales Force Expenditures, and (iv) “reviewing” as set forth above shall not imply any approval right or other decision-making power on the part of the JCC.‎7.5(b);

JCC Responsibilities. Except as otherwise set forth herein, the The JCC shall provide strategic oversight of all Promotional activities for the Products hereunder, it being understood that Santarus shall will be responsible for directing such Promotional reviewing and marketing activities. The responsibilities developing a plan for the overall worldwide strategy for the Commercialization of Licensed Product, including, without limitation, the JCC shall be exercised consistent with this Agreement and shall include, but shall not be limited tofollowing functions: (a) reviewing recommending to the Annual Plan JSC whether a single brand will be used for Commercialization of Licensed Product for one or more indications throughout the United States, Major Countries, Japan, and Canada (“Global Brand”). If the JCC agrees that a Global Brand(s) for the Licensed Product is desirable, the JCC will diligently outline and implement a process to define the architecture of the Global Brand(s). If there is agreement on that process and architecture, the JCC will proceed to develop the Global Brand. If the JCC does not agree on a Global Brand(s) or the associated process or architecture and such disagreement is not resolved in accordance with Section 3.6 or Section 3.7, each Party will use a separate brand for the Commercialization of Licensed Product; [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as contemplated by Section 4.5(a);amended. (b) reviewing material modifications by Santarus and recommending to the Annual Plan or JSC strategic launch plans for Commercialization of each indication of Licensed Product in the Launch PlanTerritory and country specific plans for the United States, Major Countries, Japan and Canada, including size and composition of the Bayer Field Force in each of those countries (other than the United States) as well as marketing plans, advertising campaigns, and other efforts to launch the Licensed Product; (c) reviewing Santarus’ Product Promotion strategies and objectivesif a Global Brand is pursued, including Product positioningthen ensuring that country specific launch plans in the Territory are consistent with (a), messaging and brandingabove; (d) if applicable, monitoring reviewing and recommending to the Depomed Sales Force call plan JSC forecasts for coordination with commercial supply of Licensed Product in the Santarus Sales ForceBayer Territory; (e) monitoring advertising placement recommending to the JSC a recommended annual minimum budget and market responses, including any postthree-implementation reviewsyear projection for Bayer’s Commercialization activities under this Article 6 for each year that this Agreement in force; (f) reviewing and approving any Volume Forecasts and reviewing any Sample forecaststo the extent permissible by law, consistent with Section 6.3recommending to the JSC suggested pricing bands; (g) establishing pricing together with the JDC, recommending to the JSC Phase 4 Clinical Trials and target product profiles for commercial sale of Products by or on behalf of DepomedLicensed Product, including acute peripheral arterial occlusion, catheter occlusion, stroke, deep vein thrombosis, and other indications for Licensed Product as they are identified as potential indications for which the timing of any pricing changes;Parties intend to Develop Licensed Product; and (h) reviewing sales incentive compensation plans for the Santarus Sales Force related to the Products; (i) establishing contracting guidelines for the distribution of the Products (or if no such guidelines have been established, approving any new or amended contracts); (j) establishing contracting guidelines for the managed care and government markets (or if no such guidelines have been established, approving any new or amended contracts); (k) proposing any new packaging design for the Products (subject to Depomed’s approval, and followed by and subject to applicable FDA and other Legal Requirements); (l) establishing the Net Sales forecast for 2009 for purposes of calculating the minimum Advertising/Marketing/Educational Expenses for that year in accordance with Section 4.1(d); (m) reviewing and approving any Product voucher, coupon, loyalty card or other co-pay assistance programs; (n) reviewing and approving any proposed material capital expenditures relating to the manufacture of the Products; and (o) performing such other functions as may be mutually agreed upon by appropriate to further Commercialization of Licensed Product in the parties from time to time. For the avoidance of doubt, (i) the JCC shall not have any review or approval rights with respect to any matters relating to the development of the Products, (ii) any decisions of the JCC with respect to matters which relate to Regulatory Approval for a Product shall require Depomed’s prior written consent, (iii) the JCC cannot require Santarus to pay more than the minimum amounts described in Section 4.1 with respect to Advertising/Marketing/Educational Expenses or Sales Force Expenditures, and (iv) “reviewing” as set forth above shall not imply any approval right or other decision-making power on the part of the JCCTerritory.

JCC Responsibilities. Except as otherwise set forth herein, the JCC shall provide strategic oversight of direct all Promotional and marketing activities for the Products Product hereunder, it being understood that Santarus shall be responsible for directing such Promotional and marketing activities. The responsibilities of the JCC shall be exercised consistent with this Agreement and shall include, but shall not be limited to: (a) reviewing and approving modifications to the Launch Plan (provided that no such modification may increase or reduce the Advertising/Marketing/Educational Expenses allocated to the parties under the Launch Plan, or modify any call plan or sampling plan set forth in the Launch Plan, without both parties’ written approval). (b) reviewing and approving the Annual Plan as contemplated by Section 4.5(a)4.5, including developing the Advertising/Marketing/Educational Expenses associated with the Promotion activities under the Annual Plan; (bc) monitoring and reviewing material modifications by Santarus to compliance with the Annual Plan or and the Launch Plan; (cd) reviewing Santarus’ and approving any modifications to the Annual Plan to address market or Product-related issues and opportunities (provided that, without the written approval of both parties, such modifications do not (i) result in a decrease of more than 10% of the annual budget set forth in the Annual Plan, or (ii) result in an increase of more than 5% of the Advertising/Marketing/Educational Expenses allocated to either party under the Annual Plan); (e) developing Product Promotion strategies and objectives, including Product positioning, messaging and branding, and reviewing and approving all material communications to Third Parties related to commercial matters for the purpose of Promoting the Product; (df) if applicable, monitoring the Depomed Sales Force call plan for coordination with the Santarus King Sales Force; (eg) monitoring advertising placement and market responses, including any post-implementation reviews; (fh) reviewing and approving any Volume Forecasts and reviewing any Sample forecasts, consistent with Section 6.3; (gi) establishing pricing for commercial sale of Products by or on behalf of Depomedthe Product, including the timing of any pricing changes; (hj) reviewing reviewing, but not approving, sales incentive compensation plans for the Santarus King Sales Force related to the ProductsProduct; (ik) establishing contracting guidelines for the distribution of the Products (or if no such guidelines have been established, approving any new or amended contracts)Product; (jl) establishing contracting guidelines for overseeing the coordination of the parties’ efforts in respect of managed care and government markets (or if no such guidelines have been established, approving any new or amended contracts)marketing strategies; (km) proposing any new packaging design for the Products Product (subject to Depomed’s approval, and followed by and subject to applicable FDA and other Legal Requirements); (l) establishing the Net Sales forecast for 2009 for purposes of calculating the minimum Advertising/Marketing/Educational Expenses for that year in accordance with Section 4.1(d); (m) reviewing and approving any Product voucher, coupon, loyalty card or other co-pay assistance programs; (n) reviewing and approving any proposed material capital expenditures relating reductions to the manufacture King Physician List (provided that, without the approval of both parties, (i) the King Physician List may not be reduced prior to the second anniversary of the ProductsPromotion Commencement Date, and (ii) the number of Professionals on the King Physician List may not be decreased such that the number of Professionals on the King Physician List is less than [***]% of the number of Professionals on the King Physician List as of the Effective Date); and (o) such other functions as may be mutually agreed upon by the parties from time to time. For the avoidance of doubt, (i) the JCC shall not have any review or approval rights with respect to any matters relating to the development of the Products, Product and (ii) any decisions of the JCC with respect to matters which relate to Regulatory Approval for a the Product shall require Depomed’s prior written consent, (iii) the JCC cannot require Santarus to pay more than the minimum amounts described in Section 4.1 with respect to Advertising/Marketing/Educational Expenses or Sales Force Expenditures, and (iv) “reviewing” as set forth above shall not imply any approval right or other decision-making power on the part of the JCC.

JCC Responsibilities. Except as otherwise set forth herein, the The JCC shall provide strategic oversight have the following responsibilities with respect to the Development, Manufacturing and Commercialization of all Promotional activities for the Products hereunder, it being understood that Santarus shall be responsible for directing such Promotional and marketing activities. The responsibilities of the JCC shall be exercised consistent with this Agreement and shall include, but shall not be limited toProducts: (a) reviewing the Annual reviewing, discussing and approving each Development Plan as contemplated by Section 4.5(a)and any amendments thereto; (b) reviewing material modifications by Santarus to and discussing updates of the Annual Plan or the Launch progress of activities under each Development Plan; (c) reviewing Santarus’ reviewing, discussing and approving the proposed language of the Primary Label to be submitted to any Regulatory Authority for each Product Promotion strategies and objectives, including Product positioning, messaging and brandingin the Otsuka Territory; (d) if applicablereviewing and discussing (i) the status of Products in the Perception Territory and the Otsuka Territory, monitoring including (A) status of Development (including regulatory affairs) in the Depomed Sales Force call plan Perception Territory relating to the Current Formulation, Other New Formulation, any New IV Formulation and any New Indication, (B) topline data from any Clinical Studies or Non-Clinical Studies with respect to any Product that are or are intended to be submitted to a Regulatory Authority in the Perception Territory or the Otsuka Territory and (C) matters relating to Manufacture of API and Clinical Samples for coordination with the Santarus Sales ForceOtsuka Territory, (ii) termination of any Clinical Studies of Products conducted by Otsuka for Safety Reasons in advance of such termination, and (iii) any proposed termination of this Agreement under Section 13.2.2; (e) monitoring advertising placement reviewing, discussing and market responses, including approving the design of any post-implementation reviewsClinical Studies of Products proposed to be sponsored or supported (through supply of Products) by Otsuka; (f) reviewing reviewing, discussing and approving any Volume Forecasts and reviewing Clinical Studies for any Sample forecastsProduct in the Otsuka Territory (including regulatory affairs related thereto) proposed to be conducted by or on behalf of Perception or Other Perception Licensees to support Development or Commercialization of such Product in the Perception Territory, consistent with Section 6.3but, for clarity, excluding any Perception New Indication Studies; (g) establishing pricing for commercial sale of Products by or on behalf of Depomedreviewing, including discussing and approving the timing design of any pricing changesAdditional Non-Clinical Study, and deciding which Party will conduct each such Additional Non-Clinical Study; (h) reviewing sales incentive compensation plans for and discussing the Santarus Sales Force related to the ProductsCommercialization Plan; (i) establishing contracting guidelines for reviewing and discussing the distribution of the Products (or if no such guidelines have been establishedGlobal Branding Strategy and reviewing, discussing and approving any new or amended contracts)Otsuka Territory-Specific Brand Strategy; (j) establishing contracting guidelines reviewing and discussing summaries and updates of each Party’s and its Sublicensee’s (and, in the case of Perception, any Other Perception Licensee’s, subject to Perception’s confidentiality obligations under its agreement with the applicable Other Perception Licensee, provided, that Perception shall use Commercially Reasonable Efforts to include the right to disclose such summaries and updates to Otsuka in any license or sublicense agreement between Perception and any Other Perception Licensee) Commercialization of Products in such Party’s respective Territory, including (i) with respect to Otsuka, updates of the progress of activities under the Commercialization Plan and (ii) with respect to Perception, a high-level summary of Commercialization activities for the managed care and government markets (or if no such guidelines have been established, approving any new or amended contracts)Products in the Perception Territory; (k) proposing any new packaging design for reviewing and discussing a publication strategy pursuant to which the Products (subject to Depomed’s approval, and followed by and subject to applicable FDA and other Legal Requirements)Parties may publish certain key results achieved in connection with this Agreement as provided in Section 10.2.1; (l) establishing overseeing any subcommittees established by the Net Sales forecast for 2009 for purposes of calculating the minimum Advertising/Marketing/Educational Expenses for that year in accordance with Section 4.1(d);JCC and resolving any disputed matter submitted to it by any such subcommittees; and (m) reviewing and approving any Product voucher, coupon, loyalty card or other co-pay assistance programs; (n) reviewing and approving any proposed material capital expenditures relating to the manufacture of the Products; and (o) performing such other functions as may be mutually agreed upon appropriate to further the purposes of this Agreement, as expressly set forth in this Agreement or allocated to it by the parties from time to time. For the avoidance of doubt, (i) the JCC shall not have any review or approval rights with respect to any matters relating to the development of the Products, (ii) any decisions of the JCC with respect to matters which relate to Regulatory Approval for a Product shall require Depomed’s prior Parties’ written consent, (iii) the JCC cannot require Santarus to pay more than the minimum amounts described in Section 4.1 with respect to Advertising/Marketing/Educational Expenses or Sales Force Expenditures, and (iv) “reviewing” as set forth above shall not imply any approval right or other decision-making power on the part of the JCCagreement.