Common use of Missouri Agreement Clause in Contracts

Missouri Agreement. Santarus shall have the obligation to pay all amounts owed to the UMissouri under the Missouri Agreement, and in accordance with the terms set forth therein, with respect to sales of Licensed Products by GSK (and any of its Affiliates and Sublicensees) pursuant to the terms and conditions of this Agreement. It is understood and agreed that the sublicense to GSK under this Agreement of rights licensed to Santarus under the Missouri Agreement is subject to the terms and conditions of the Missouri Agreement applicable to such a sublicense, and that such obligations are incorporated by reference herein. In the event of termination (but not earlier expiration) of the Missouri Agreement during the Term of this Agreement, (a) GSK’s sublicense under the Missouri Agreement shall be assigned by Santarus to the UMissouri with respect to Licensed Products for applications in the Field in the GSK Territory, and this Agreement will be assigned in part to the UMissouri to effect such assignment of the sublicense, (b) this Agreement (including all payment obligations of GSK hereunder) shall otherwise be retained by Santarus with respect to all matters other than the sublicense of rights under the Missouri Agreement and (c) GSK shall thereafter be responsible for making all payments that would have been owed by Santarus to UMissouri pursuant to the Missouri Agreement (if the Missouri Agreement had not been terminated) in respect of GSK’s, its Affiliates’ and their Sublicensees’ sales of Licensed Products for applications in the Field in the GSK Territory after the date of such assignment; provided that GSK shall have the right to offset the amounts so paid to UMissouri in respect of the sales of Licensed Products during the Term against amounts due hereunder to Santarus with respect to such sales.

Missouri Agreement. Santarus shall have the obligation to pay all amounts owed to the UMissouri under the Missouri Agreement, and in accordance with the terms set forth therein, with respect to sales of Licensed PR Products by GSK (and any of its Affiliates and Sublicenseespermitted sub-distributors) pursuant to the terms and conditions of this Agreement. It is understood and agreed that the sublicense to GSK under this Agreement of rights licensed to Santarus under the Missouri Agreement is subject to the terms and conditions of the Missouri Agreement applicable to such a sublicense, and that such obligations are incorporated by reference herein. In the event of termination (but not earlier expiration) of the Missouri Agreement during the Term of this Agreement, (ai) GSK’s sublicense of Intellectual Property under the Missouri Agreement shall be assigned by Santarus to the UMissouri with respect to Licensed PR Products for applications in the Field in the GSK Territory, and this Agreement will be assigned in part to the UMissouri to effect such assignment of the sublicense, (bii) this Agreement (including all payment obligations of GSK hereunder) shall otherwise be retained by Santarus with respect to all matters other than the sublicense of rights under the Missouri Agreement Agreement, and (ciii) GSK shall thereafter be responsible for making all payments that would have been owed by Santarus to UMissouri pursuant to the Missouri Agreement (if the Missouri Agreement had not been terminated) in respect of GSK’s, ’s its Affiliates’ and their Sublicenseessub-distributors’ sales of Licensed Products for applications PR Product in the Field in the GSK Territory after the date of such assignment; provided that GSK shall have the right to offset the amounts so paid to UMissouri in respect of the sales of Licensed Products PR Product during the Term against amounts due hereunder to Santarus with respect to such sales.

Missouri Agreement. Santarus shall have the obligation to pay all amounts owed to the UMissouri under the Missouri Agreement, and in accordance with the terms set forth therein, *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. with respect to sales of Licensed Products by GSK Norgine (and any of its Affiliates and Sublicensees) pursuant to the terms and conditions of this Agreement. Santarus shall use Commercially Reasonable Efforts to maintain the Missouri Agreement in full force and effect and to comply with and perform its material obligations under the Missouri Agreement. It is understood and agreed that the sublicense to GSK under this Agreement of rights licensed to Santarus Norgine under the Missouri IP set out in Section 2.1.1(b) of this Agreement is subject to the terms and conditions of the Missouri Agreement applicable to such a sublicense, and that such obligations are incorporated by reference herein. Santarus shall not agree without the prior written consent of Norgine to any amendment or modification of the Missouri Agreement that negatively impacts the exclusive rights of Norgine in the Territory under this Agreement. Santarus shall promptly notify Norgine of any written notice of default or notice of termination which Santarus receives from the UMissouri in relation to the Missouri Agreement, which would negatively impact the exclusive rights of Norgine in the Territory. In the event of termination (but not earlier expiration) of the Missouri Agreement during the Term of this Agreement, (a) GSKNorgine’s sublicense under the Missouri Agreement IP shall be assigned by Santarus to the UMissouri with respect to Licensed Products for applications in the Field in the GSK Territory, and this Agreement will be assigned in part to the UMissouri to effect such assignment of the sublicense, (b) this Agreement (including all payment obligations of GSK Norgine hereunder) shall otherwise be retained by Santarus with respect to all matters other than the sublicense of rights under the Missouri Agreement Agreement, and (c) GSK Norgine shall thereafter be responsible for making all payments that would have been owed by Santarus to UMissouri pursuant to the Missouri Agreement (if the Missouri Agreement had not been terminated) in respect of GSKNorgine’s, its Affiliates’ and their Sublicensees’ sales of Licensed Products for applications in the Field in the GSK Territory after the date of such assignment; provided that GSK shall have the right . In such event, Norgine may offset against any payments subsequently due to offset the be paid by Norgine to Santarus under this Agreement any amounts so paid by it directly to UMissouri in respect of the sales of Licensed Products during the Term against amounts due hereunder to Santarus with respect to Licensed Products and their development and commercialization after the date of such salesassignment.