Common use of Requirements for Funding for Charitable Donations and External Science/Medical Programs Clause in Contracts

Requirements for Funding for Charitable Donations and External Science/Medical Programs. Charitable Donations Charitable donations to an eligible Health-Related Organization are allowed. Charitable donations of either funds or in-kind support are permitted if they are for the purpose of advancing the general mission of an eligible, health-related recipient organization and if they are not tied or directed to a specific event or program. To be considered eligible for a donation, the health-related organization must meet all of the following: · Non-profit organization · The organization’s principle mission involves advancing science, medicine, or public health (collectively, a “health-related” mission) · The organization does not prescribe, purchase or recommend the Parties products, unless the request for a charitable donation for such an organization is for a widely publicized fund-raising event or campaign in support of the health-related mission of the organization · The organization, as well as its management and leadership, are independent of the control of the Parties or undue influence of any of the Parties’ employees or agents Even if the health-related organization is eligible to receive a charitable donation, the donation may not be provided if a donation is intended: · As a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion or placement · As a means of promoting the use of the Parties products or services. Return on investment (ROI) analyses are not permitted · As a means of supporting political causes or candidates · As a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose General Requirements for US Independent Medical Education Funding for External Science/Medical Programs (FESMP) means financial support of specific activities intended to further the progress of science, scientific/medical education, and the public health, for which the Parties will not take any intellectual property or other proprietary interest. · A recipient of FESMP must be reasonably qualified to conduct high quality educational programs, research, or other activity being funded · FESMP is not permitted if used as a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion/placement Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. · A recipient of FESMP must agree to make meaningful disclosure of any financial sponsorship from the partner · FESMP may not be “expensed” or paid with the personal funds of an employee or contractor, and then reimbursed · FESMP is not permitted as a means of supporting political causes or candidates · FESMP is not permitted if used as a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose · FESMP must comply with all substantive and procedural requirements established by the law where the program or activity potentially being funded will take place

Requirements for Funding for Charitable Donations and External Science/Medical Programs. Charitable Donations Charitable donations to an eligible Health-Related Organization are allowed. Charitable donations of either funds or in-kind support are permitted if they are for the purpose of advancing the general mission of an eligible, health-related recipient organization and if they are not tied or directed to a specific event or program. To be considered eligible for a donation, the health-related organization must meet all of the following: · • Non-profit organization · • The organization’s principle mission involves advancing science, medicine, or public health (collectively, a “health-related” mission) · • The organization does not prescribe, purchase or recommend the Parties products, unless the request for a charitable donation for such an organization is for a widely publicized fund-raising event or campaign in support of the health-related mission of the organization · • The organization, as well as its management and leadership, are independent of the control of the Parties or undue influence of any of the Parties’ employees or agents Even if the health-related organization is eligible to receive a charitable donation, the donation may not be provided if a donation is intended: · • As a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion or placement · • As a means of promoting the use of the Parties products or services. Return on investment (ROI) analyses are not permitted · • As a means of supporting political causes or candidates · • As a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose General Requirements for US Independent Medical Education Funding for External Science/Medical Programs (FESMP) means financial support of specific activities intended to further the progress of science, scientific/medical education, and the public health, for which the Parties will not take any intellectual property or other proprietary interest. · • A recipient of FESMP must be reasonably qualified to conduct high quality educational programs, research, or other activity being funded · • FESMP is not permitted if used as a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion/placement Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. · • A recipient of FESMP must agree to make meaningful disclosure of any financial sponsorship from the partner · • FESMP may not be “expensed” or paid with the personal funds of an employee or contractor, and then reimbursed · • FESMP is not permitted as a means of supporting political causes or candidates · • FESMP is not permitted if used as a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose · • FESMP must comply with all substantive and procedural requirements established by the law where the program or activity potentially being funded will take place

Requirements for Funding for Charitable Donations and External Science/Medical Programs. Charitable Donations Charitable donations to an eligible Health-Related Organization are allowed. Charitable donations don at ions of either funds or in-kind support are permitted if they are for the purpose of advancing the general mission of an eligible, health-related recipient organization and if they are not tied or directed to a specific event or program. To be considered eligible for a donation, the health-related organization must meet all of the following: · • Non-profit organization · • The organization’s principle mission involves advancing science, medicine, or public health (collectively, a “health-related” mission) · CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. • The organization does not prescribe, purchase or recommend the Parties products, unless the request for a charitable donation for such an organization is for a widely publicized fund-raising event or campaign in support of the health-health - related mission of the organization · • The organization, as well as its management and leadership, are independent of the control of the Parties or undue influence of any of the Parties’ employees or agents • Even if the health-related organization is eligible to receive a charitable donation, the donation may not be provided if a donation is intended: · • As a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion or placement · • As a means of promoting the use of the Parties products or services. Return on investment (ROI) analyses are not permitted · • As a means of supporting political causes or candidates · • As a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose General Requirements for US Independent Medical Education Funding for External Science/Medical Science/ Medic al Programs (FESMP) means financial support of specific activities intended to further the progress of science, scientific/medical education, and the public health, for which the Parties will not take any intellectual property or other proprietary interest. · • A recipient of FESMP must be reasonably qualified to conduct high quality educational programs, research, or other activity being funded · • FESMP is not permitted if used as a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion/inclusion/ placement Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. · • A recipient of FESMP must agree to make meaningful disclosure of any financial sponsorship from the partner · • FESMP may not be “expensed” or paid with the personal funds of an employee or contractor, and then reimbursed · • FESMP is not permitted as a means of supporting political causes or candidates · • FESMP is not permitted if used as a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose · • FESMP must comply with all substantive and procedural requirements established by the law where the program or activity potentially being funded will take place

Requirements for Funding for Charitable Donations and External Science/Medical Programs. Charitable Donations Charitable donations to an eligible Health-Related Organization are allowed. Charitable donations of either funds or in-kind support are permitted if they are for the purpose of advancing the general mission of an eligible, health-related recipient organization and if they are not tied or directed to a specific event or program. To be considered eligible for a donation, the health-related organization must meet all of the following: · Non-profit organization · The organization’s principle mission involves advancing science, medicine, or public health (collectively, a “health-related” mission) · The organization does not prescribe, purchase or recommend the Parties products, unless the request for a charitable donation for such an organization is for a widely publicized fund-raising event or campaign in support of the health-related mission of the organization · The organization, as well as its management and leadership, are independent of the control of the Parties or undue influence of any of the Parties’ employees or agents · Even if the health-related organization is eligible to receive a charitable donation, the donation may not be provided if a donation is intended: · As a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion or placement · As a means of promoting the use of the Parties products or services. Return on investment (ROI) analyses are not permitted · As a means of supporting political causes or candidates · As a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose General Requirements for US Independent Medical Education Funding for External Science/Medical Programs (FESMP) means financial support of specific activities intended to further the progress of science, scientific/medical education, and the public health, for which the Parties will not take any intellectual property or other proprietary interest. · A recipient of FESMP must be reasonably qualified to conduct high quality educational programs, research, or other activity being funded · FESMP is not permitted if used as a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion/placement Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. · A recipient of FESMP must agree to make meaningful disclosure of any financial sponsorship from the partner · FESMP may not be “expensed” or paid with the personal funds of an employee or contractor, and then reimbursed · FESMP is not permitted as a means of supporting political causes or candidates · FESMP is not permitted if used as a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose · FESMP must comply with all substantive and procedural requirements established by the law where the program or activity potentially being funded will take place

Requirements for Funding for Charitable Donations and External Science/Medical Programs. Charitable Donations Charitable donations to an eligible Health-Related Organization are allowed. Charitable donations of either funds or in-kind support are permitted if they are for the purpose of advancing the general mission of an eligible, health-related recipient organization and if they are not tied or directed to a specific event or program. To be considered eligible for a donation, the health-related organization must meet all of the following: · Non-profit organization · The organization’s principle mission involves advancing science, medicine, or public health (collectively, a “health-related” mission) · The organization does not prescribe, purchase or recommend the Parties products, unless the request for a charitable donation for such an organization is for a widely publicized fund-raising event or campaign in support of the health-related mission of the organization · The organization, as well as its management and leadership, are independent of the control of the Parties or undue influence of any of the Parties’ employees or agents Even if the health-related organization is eligible to receive a charitable donation, the donation may not be provided if a donation is intended: · As a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion or placement · As a means of promoting the use of the Parties products or services. Return on investment (ROI) analyses are not permitted · As a means of supporting political causes or candidates · As a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose General Requirements for US Independent Medical Education Funding for External Science/Medical Programs (FESMP) means financial support of specific activities intended to further the progress of science, scientific/medical education, and the public health, for which the Parties will not take any intellectual property or other proprietary interest. · A recipient of FESMP must be reasonably qualified to conduct high quality educational programs, research, or other activity being funded · FESMP is not permitted if used as a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion/placement Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. · A recipient of FESMP must agree to make meaningful disclosure of any financial sponsorship from the partner · FESMP may not be “expensed” or paid with the personal funds of an employee or contractor, and then reimbursed · FESMP is not permitted as a means of supporting political causes or candidates · FESMP is not permitted if used as a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose · FESMP must comply with all substantive and procedural requirements established by the law where the program or activity potentially being funded will take place

Requirements for Funding for Charitable Donations and External Science/Medical Programs. Charitable Donations Charitable donations to an eligible Health-Related Organization are allowed. Charitable donations of either funds or in-kind support are permitted if they are for the purpose of advancing the general mission of an eligible, health-related recipient organization and if they are not tied or directed to a specific event or program. To be considered eligible for a donation, the health-related organization must meet all of the following: · Non-profit organization · The organization’s principle mission involves advancing science, medicine, or public health (collectively, a “health-related” mission) · The organization does not prescribe, purchase or recommend the Parties products, unless the request for a charitable donation for such an organization is for a widely publicized fund-raising event or campaign in support of the health-related mission of the organization · The organization, as well as its management and leadership, are independent of the control of the Parties or undue influence of any of the Parties’ employees or agents Even if the health-related organization is eligible to receive a charitable donation, the donation may not be provided if a donation is intended: · As a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion or placement · As a means of promoting the use of the Parties products or services. Return on investment (ROI) analyses are not permitted · As a means of supporting political causes or candidates · As a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose General Requirements for US Independent Medical Education Funding for External Science/Medical Programs (FESMP) means financial support of specific activities intended to further the progress of science, scientific/medical education, and the public health, for which the Parties will not take any intellectual property or other proprietary interest. · A recipient of FESMP must be reasonably qualified to conduct high quality educational programs, research, or other activity being funded 134 · FESMP is not permitted if used as a means of rewarding the prescribing, recommending, or use of the Parties products or services, including the influencing of formulary inclusion/placement Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. · A recipient of FESMP must agree to make meaningful disclosure of any financial sponsorship from the partner · FESMP may not be “expensed” or paid with the personal funds of an employee or contractor, and then reimbursed · FESMP is not permitted as a means of supporting political causes or candidates · FESMP is not permitted if used as a means of supporting any organization or activity without a direct and bona fide scientific, medical, or public health purpose · FESMP must comply with all substantive and procedural requirements established by the law where the program or activity potentially being funded will take place