Common use of Role and Responsibilities Clause in Contracts

Role and Responsibilities. The Committee will be used as the forum during the Term for the Parties to discuss Promotion strategy, including pre-launch, launch, post-launch and ongoing Promotional activities. The Committee shall address these activities (i) during the Option Period, with respect VANTAS, Valstar and Supprelin-LA, and (ii) after expiration of the Option Period, solely with respect to VANTAS. Accordingly, references in this [*] CONFIDENTIAL TREATMENT REQUESTED Section 3.1 (b) to ‘products’ shall mean the applicable product(s) as set forth in the preceding sentence. In particular, subject to the foregoing and the other terms and conditions of this Agreement, the Committee shall perform the following functions: (i) Discuss and advise Valera in connection with the development of Promotion Plans and Promotion Budgets (including allocation of Promotion Expenses within the Promotion Budget on a quarterly basis for training, Promotional Materials, visual aids and other Promotional activities intended to support the Promotion and Detailing of such Product) for VANTAS, and any material amendments or modifications to any Promotion Plan or Promotion Budget, provided, however, that the Promotion Budget for VANTAS shall be not less than (a) [*] for the first Half Year, as allocated to the categories set forth on the initial Promotion Budget for VANTAS; and (b) [*] for each Year thereafter. (ii) Discuss the development of Promotion Plans and Promotion Budgets for each of VALSTAR and Supprelin-LA, provided, however, that such Promotion Budgets for the Option Period shall be consistent with the levels of promotion reasonably expected to be incurred by a company comparable in size to Valera and in connection with the launch of products with similar market potentials. (iii) Discuss the actual results of the Promotion of products in the Territory as compared to the Promotion Plan; (iv) Discuss the state of the markets for products in the Territory and opportunities and issues concerning the Promotion of products in the Territory, including consideration of marketing, promotional and managed care strategy, marketing research plans, labeling, product positioning and product profile issues, to determine the kind of marketing and selling efforts that are appropriate; (v) Discuss the commercial terms and conditions with respect to the sale and distribution of the products; (vi) Review data and reports assembled by Valera from time to time with respect to the Promotion of VANTAS in the Territory; (vii) Review Promotional Materials and promotional activities to be used by the Parties in the Promotion of products, including the quantity, method of distribution of, and guidelines for the use of Promotional Materials or educational materials and literature related to products; (viii) Collaborate to develop annual and quarterly forecasts (each, a “Forecast”) for sales of the products; and (ix) Have such other responsibilities and address any other matters delegated to the Committee under this Agreement or as may be mutually agreed upon in writing by the Parties from time to time.

Role and Responsibilities. The Marketing Committee will be used as the forum during the Term for the Parties to discuss the Promotion strategystrategy for Product and, including subject to the terms and conditions of this Agreement, will plan the pre-launch, launch, post-launch and ongoing Promotional activities. The Committee shall address these activities (i) during the Option Period, with respect VANTAS, Valstar and Supprelin-LA, and (ii) after expiration of the Option Period, solely with respect to VANTAS. Accordingly, references in this [*] CONFIDENTIAL TREATMENT REQUESTED Section 3.1 (b) to ‘products’ shall mean the applicable product(s) as set forth for Product in the preceding sentenceTerritory. In particular, subject to the foregoing and the other terms and conditions of this Agreement, the Marketing Committee shall perform the following functions: (i) Discuss Establish, review, and advise Valera in connection with recommend to the development of Steering Committee any Promotion Plans and Promotion Budgets (including allocation of Promotion Expenses within the Promotion Budget on a quarterly basis for training, Promotional Materials, visual aids and other Promotional activities intended to support the Promotion and Detailing of such Product) for VANTAS, Plan and any material amendments or modifications to any Promotion Plan or Promotion Budget, provided, however, that the Promotion Budget for VANTAS shall be not less than (a) [*] for the first Half Year, as allocated to the categories set forth on the initial Promotion Budget for VANTAS; and (b) [*] for each Year thereafter.Plan; (ii) Discuss the development of Promotion Plans and Promotion Budgets for each of VALSTAR and Supprelin-LA, provided, however, that such Promotion Budgets for the Option Period shall be consistent with the levels of promotion reasonably expected to be incurred by a company comparable in size to Valera and in connection with the launch of products with similar market potentials. (iii) Discuss the actual results of the Promotion of products Product in the Territory as compared to the Promotion Plan; (iii) In concert with the Development Committee, assist in the coordination and monitoring of regulatory strategy and activities for phase 4 post-marketing studies (that are not Registration Studies) in support of Products in the Territory; (iv) Determine the Launch Date for Products in the Territory, subject to the provisions of Section 5.3 (g); (v) Discuss the state of the markets for products Product in the Territory and opportunities and issues concerning the Promotion of products the Product in the Territory, including consideration of marketing, marketing and promotional and managed care strategy, marketing research plans, labeling, product Product positioning and product Product profile issues, to determine the kind of marketing and selling efforts that are appropriate; (v) Discuss , in accordance with the commercial terms Promotion Plan and conditions with respect to the sale and distribution of the productsapplicable Laws; (vi) Review Establish and review data and reports assembled by Valera arising from time to time and generated in connection with respect the Promotion of the Product in the Territory, including, but not limited to the Promotion of VANTAS in the TerritoryPlan, budgets and sales forecasts; (vii) Review Promotional Materials and promotional activities to be used by the Parties in the Promotion of products, including Products; (viii) Establish the quantity, method quantity and timing of distribution ofof promotional Samples of Product to be used by the Parties to Promote Product in the Territory; (ix) Coordinate and review the hiring, training, compensation and guidelines deployment requirements and process for the use Sales Forces as it relates to Product; (x) Review the overall performance and effectiveness of the Sales Forces; (xi) Coordinate publication strategy; (xii) Review in advance material agreements proposed to be entered into with Odyssey and any Product Advisor with respect to Product; (xiii) Review in advance any Promotional Materials or educational materials and literature related to products; (viii) Collaborate to develop annual and quarterly forecasts (eachProduct, a “Forecast”) for sales of the productsincluding Product advertising; and (ixxiv) Have such other responsibilities and address any other matters delegated to the Marketing Committee under this Agreement or as may be mutually agreed upon in writing by the Parties from time to time, as well as any other matters pertaining to each Party’s performance of its Promotion obligations under this Agreement.

Role and Responsibilities. The Marketing Committee will be used as the forum during the Term for the Parties to discuss the Promotion strategystrategy for Products and, including subject to the terms and conditions of this Agreement, will review the pre-launch, launch, post-launch and ongoing Promotional activities. The Committee shall address these activities (i) during the Option Period, with respect VANTAS, Valstar and Supprelin-LA, and (ii) after expiration of the Option Period, solely with respect to VANTAS. Accordingly, references in this [*] CONFIDENTIAL TREATMENT REQUESTED Section 3.1 (b) to ‘products’ shall mean the applicable product(s) as set forth for Products in the preceding sentenceTerritory. In particular, subject to the foregoing and the other terms and conditions of this Agreement, the Marketing Committee shall perform the following functions: (i) Discuss Review and advise Valera in connection with the development of Promotion Plans and Promotion Budgets (including allocation of Promotion Expenses within provide recommendations regarding the Promotion Budget on a quarterly basis for training, Promotional Materials, visual aids and other Promotional activities intended to support the Promotion and Detailing of such Product) for VANTAS, Plan and any material amendments or modifications to any Promotion Plan or Promotion Budget, provided, however, that the Promotion Budget for VANTAS shall be not less than (a) [*] for the first Half Year, as allocated to the categories set forth on the initial Promotion Budget for VANTAS; and (b) [*] for each Year thereafter.Plan; (ii) Discuss the development of Promotion Plans and Promotion Budgets for each of VALSTAR and Supprelin-LA, provided, however, that such Promotion Budgets for the Option Period shall be consistent with the levels of promotion reasonably expected to be incurred by a company comparable in size to Valera and in connection with the launch of products with similar market potentials. (iii) Discuss the actual results of the Promotion of products Trospium Twice-Daily and Trospium Once-Daily in the Territory as compared to the Promotion Plan; Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been provided separately to the Securities and Exchange Commission. (iii) In concert with the Development Committee, assist in the coordination and monitoring of regulatory strategy and activities for Phase IV Clinical Trials in the Field in the Territory; (iv) Propose the launch date for Trospium Once-Daily in the Territory, subject to the provisions of Section 5.1; (v) Discuss the state of the markets for products Trospium Twice-Daily and Trospium Once-Daily in the Territory and opportunities and issues concerning the Promotion of products such Products in the Territory, including consideration of marketing, marketing and promotional and managed care strategy, marketing research plans, labeling, product Product positioning and product Product profile issues, to determine the kind of marketing and selling efforts that are appropriate; (v) Discuss , in accordance with the commercial terms Promotion Plan and conditions with respect to the sale and distribution of the productsLaw; (vi) Review data Training Program(s) and reports assembled promotional activities to be performed by Valera from time to time with respect to the Parties in the Promotion of VANTAS Trospium Twice-Daily and Trospium Once-Daily in the Territory; (vii) Review Promotional Materials the overall performance and promotional activities effectiveness of the Sales Forces; (viii) Review and propose physicians to be used by the Parties high potential prescribers of urologic products to treat overactive bladder and propose a list of such physicians for inclusion in the Promotion of products, including the quantity, method of distribution of, and guidelines for the use of Plan; (ix) Review in advance any Promotional Materials or educational materials and literature related to products; (viii) Collaborate to develop annual and quarterly forecasts (eachTrospium Twice-Daily or Trospium Once-Daily, a “Forecast”) for sales of the productsincluding Product advertising; and (ixx) Have such other responsibilities and address any other matters delegated to the Marketing Committee under this Agreement or as may be mutually agreed upon in writing by the Parties from time to time, as well as any other matters pertaining to each Party’s performance of its Promotion obligations under this Agreement.

Role and Responsibilities. The Marketing Committee will be used as the forum during the Term for the Parties to discuss the Promotion strategystrategy for Products and, including subject to the terms and conditions of this Agreement, will review the pre-launch, launch, post-launch and ongoing Promotional activities. The Committee shall address these activities (i) during the Option Period, with respect VANTAS, Valstar and Supprelin-LA, and (ii) after expiration of the Option Period, solely with respect to VANTAS. Accordingly, references in this [*] CONFIDENTIAL TREATMENT REQUESTED Section 3.1 (b) to ‘products’ shall mean the applicable product(s) as set forth for Products in the preceding sentenceTerritory. In particular, subject to the foregoing and the other terms and conditions of this Agreement, the Marketing Committee shall perform the following functions: (i) Discuss Review and advise Valera in connection with the development of Promotion Plans and Promotion Budgets (including allocation of Promotion Expenses within provide recommendations regarding the Promotion Budget on a quarterly basis for training, Promotional Materials, visual aids and other Promotional activities intended to support the Promotion and Detailing of such Product) for VANTAS, Plan and any material amendments or modifications to any Promotion Plan or Promotion Budget, provided, however, that the Promotion Budget for VANTAS shall be not less than (a) [*] for the first Half Year, as allocated to the categories set forth on the initial Promotion Budget for VANTAS; and (b) [*] for each Year thereafter.Plan; (ii) Discuss the development of Promotion Plans and Promotion Budgets for each of VALSTAR and Supprelin-LA, provided, however, that such Promotion Budgets for the Option Period shall be consistent with the levels of promotion reasonably expected to be incurred by a company comparable in size to Valera and in connection with the launch of products with similar market potentials. (iii) Discuss the actual results of the Promotion of products Trospium Twice-Daily and Trospium Once-Daily in the Territory as compared to the Promotion Plan; (iii) In concert with the Development Committee, assist in the coordination and monitoring of regulatory strategy and activities for Phase IV Clinical Trials in the Field in the Territory; (iv) Propose the launch date for Trospium Once-Daily in the Territory, subject to the provisions of Section 5.1; (v) Discuss the state of the markets for products Trospium Twice-Daily and Trospium Once-Daily in the Territory and opportunities and issues concerning the Promotion of products such Products in the Territory, including consideration of marketing, marketing and promotional and managed care strategy, marketing research plans, labeling, product Product positioning and product Product profile issues, to determine the kind of marketing and selling efforts that are appropriate; (v) Discuss , in accordance with the commercial terms Promotion Plan and conditions with respect to the sale and distribution of the productsLaw; (vi) Review data Training Program(s) and reports assembled promotional activities to be performed by Valera from time to time with respect to the Parties in the Promotion of VANTAS Trospium Twice-Daily and Trospium Once-Daily in the Territory; (vii) Review Promotional Materials the overall performance and promotional activities effectiveness of the Sales Forces; (viii) Review and propose physicians to be used by the Parties high potential prescribers of urologic products to treat overactive bladder and propose a list of such physicians for inclusion in the Promotion of products, including the quantity, method of distribution of, and guidelines for the use of Plan; (ix) Review in advance any Promotional Materials or educational materials and literature related to products; (viii) Collaborate to develop annual and quarterly forecasts (eachTrospium Twice-Daily or Trospium Once-Daily, a “Forecast”) for sales of the productsincluding Product advertising; and (ixx) Have such other responsibilities and address any other matters delegated to the Marketing Committee under this Agreement or as may be mutually agreed upon in writing by the Parties from time to time, as well as any other matters pertaining to each Party’s performance of its Promotion obligations under this Agreement.