Promotion of the FDC Products. The Parties acknowledge and agree, that based on their assumptions as of the Effective Date regarding (a)[*], in each case with respect to the first FDC Product and (b) [*] (collectively, the “FDC Launch Assumptions”), Forest, its Affiliates and Sublicensees, collectively shall [*]. If [*], [*] Commercially Reasonable Efforts diligence obligation set forth in Section 5.1 with respect to Commercialization of the FDC Products prior to [*] of the First Commercial Launch of the first FDC Product. In the event of a material change in any of the FDC Launch Assumptions, as compared with the relevant conditions as of the Effective Date, such that it would no longer constitute Commercially Reasonable Efforts for Forest to undertake [*], Forest [*]; provided that [*] to [*] with respect to the Commercialization of a FDC Product in the Field in the Territory. Upon Adamas’ request, Forest shall review and discuss with Adamas the nature of any [*] and any basis for any [*]. Any disagreement between the Parties as to whether [*] and [*] with respect to the Commercialization of a FDC Product [*] shall be [*]. If Forest fails to meet [*] for any FDC Product, Adamas shall have the right to [*] and [*], including [*] in accordance with [*]. In connection with any [*], each Party shall have the right to [*] with respect to the [*] or [*].
Promotion of the FDC Products. The Parties acknowledge and agree, that based on their assumptions as of the Effective Date regarding (a)(i) the payer environment and formulary coverage, (ii) anticipated product label, (iii) industry marketing practices, (iv) expected approval timing, (v) expected duration of exclusivity, and (vi) commercial potential [*] = 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 406 of the Securities Act of 1933, as amended. and market conditions, in each case with respect to the first FDC Product and (b) continued level of concomitant use by physicians of Memantine and Donepezil to treat Alzheimer’s disease (collectively, the “FDC Launch Assumptions”), Forest, its Affiliates and Sublicensees, collectively shall (x) [ * ] during the period that begins on the First Commercial Launch of the first FDC Product and ends [ * ] and (y) [ * ] directly related to the FDC Franchise (excluding [ * ] set forth in clause (x)) in the Field in the Territory prior to [ * ] of the First Commercial Launch of the first FDC Product ((x) and (y) collectively, the “Launch Commitment”) If the obligations set forth in (x) and (y) are performed, Forest shall be deemed to have satisfied its Commercially Reasonable Efforts diligence obligation set forth in Section 5.1 with respect to Commercialization of the FDC Products prior to [ * ] of the First Commercial Launch of the first FDC Product. In the event of a material change in any of the FDC Launch Assumptions, as compared with the relevant conditions as of the Effective Date, such that it would no longer constitute Commercially Reasonable Efforts for Forest to undertake the Launch Commitment, Forest may make any adjustments, consistent with its Commercially Reasonable Efforts obligation in Section 5.1, to the Launch Commitment to account for such change (or changes taken as a whole) upon prior written notice to Adamas of such material change and the basis for any corresponding adjustment; provided that Forest may not adjust the Launch Commitment to provide for a level of efforts and spend that would be less than Commercially Reasonable Efforts with respect to the Commercialization of a FDC Product in the Field in the Territory. Upon Adamas’ request, Forest shall review and discuss with Adamas the nature of any change in any of the FDC Launch Assumptions and any basis for any corresponding adjustment to the ...
