Common use of Sales Tracking Clause in Contracts

Sales Tracking. In the event GSK has obtained Regulatory Approval for a Licensed Product for any IBD Indication for a Licensed Product as to which GSK owes royalties pursuant to this Section 6.6, and in the further event GSK also seeks to obtain Regulatory Approval for a Licensed Product for any Non-IBD Indication for the same Licensed Product as to which GSK owes royalties pursuant to this Section 6.6 (or vice versa where GSK has first obtained Regulatory Approval for a Non-IBD Indication), then prior to such filing for Regulatory Approval, GSK and ChemoCentryx shall meet and agree upon a method for tracking sales attributed to use of the Licensed Product in such Indications. The Parties agree to first consider in good faith the use of, alone or in combination with other data, any sales tracking mechanism that GSK already has in place, such as GSK internal factory sales audits for SKU numbers, packaging variations, dose levels, and customer segments specific for the sale of Licensed Products for certain Indications. In the event that the Parties cannot agree that such GSK sales tracking mechanisms are appropriate, either alone or in combination with other data, to track sales which are attributable to use of a particular Licensed Product for the IBD Indication and such other Indications, then GSK and ChemoCentryx shall meet and agree upon the acquisition of one or more prescription data services or other relevant market research generally recognized in the pharmaceutical industry as having an adequate and reasonably reliable degree of accuracy and reliability in the tracking of sales of such Licensed Product attributable to such Other Indications or IBD or other gastro-intestinal Indications, as the case may be, for which the Licensed Product has obtained Regulatory Approval (the “Data Services”), and the methodology for applying any such resulting data and information to the Net Sales of such Licensed Product in the United States (including, for example, use of random sampling, use of data regarding distribution channels as proxy for indication-specific sales and development of mathematical models for approximating indication-specific sales), as well as the Major Countries, and the remainder of the Territory (the “Sales Tracking Methodology”). All costs associated with the acquisition and application of such Data Services and Sales Tracking Methodology shall be shared by the Parties in proportion to their then-current economic interests in the Net Sales of such Licensed Product in the United States. ChemoCentryx’s portion of such costs shall be the total costs multiplied by a fraction determined by calculating the amount due to ChemoCentryx under the applicable royalty rate and dividing such amount by the total Net Sales for such Licensed Product for such Indication. In addition, the Parties shall also meet and confer with respect to: (i) how to account for prescriptions to patients with multiple afflictions (i.e., IBD Indications and non-IBD Indications; (ii) the right for ChemoCentryx to audit (subject to the conditions of Section 6.11, applied mutatis mutandis to ChemoCentryx), on a periodic basis, the application by GSK of the Sales Tracking Methodology and use of the Data Services; and (iii) a mechanism for addressing prescriptions that are tracked back to sole source purchasing agreements. In the event of any dispute or disagreement under this Section 6.6.3(b) the Parties will submit such issue or disagreement to a mutually acceptable Third Party neutral arbitrator, *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. who is skilled and knowledgeable with respect to pharmaceutical sales practices and sales tracking, for final resolution.

Sales Tracking. In the event GSK has obtained Regulatory Approval for a Licensed Product for any IBD Indication for a Licensed Product as to which GSK owes royalties pursuant to this Section 6.6, and in the further event GSK also seeks to obtain Regulatory Approval for a Licensed Product for any Non-IBD Indication for the same Licensed Product as to which GSK owes royalties pursuant to this Section 6.6 (or vice versa where GSK has first obtained Regulatory Approval for a Non-IBD Indication), then prior to such filing for Regulatory Approval, GSK and ChemoCentryx shall meet and agree upon a method for tracking sales attributed to use of the Licensed Product in such Indications. The Parties agree to first consider in good faith the use of, alone or in combination with other data, any sales tracking mechanism that GSK already has in place, such as GSK internal factory sales audits for SKU numbers, packaging variations, dose levels, and customer segments specific for the sale of Licensed Products for certain Indications. In the event that the Parties cannot agree that such GSK sales tracking mechanisms are appropriate, either alone or in combination with other data, to track sales which are attributable to use of a particular Licensed Product for the IBD Indication and such other Indications, then GSK and ChemoCentryx shall meet and agree upon the acquisition of one or more prescription data services or other relevant market research generally recognized in the pharmaceutical industry as having an adequate and reasonably reliable degree of accuracy and reliability in the tracking of sales of such Licensed Product attributable to such Other Indications or IBD or other gastro-intestinal Indications, as the case may be, for which the Licensed Product has obtained Regulatory Approval (the “Data Services”), and the methodology for applying any such resulting data and information to the Net Sales of such Licensed Product in the United States (including, for example, use of random sampling, use of data regarding distribution channels as proxy for indication-specific sales and development of mathematical models for approximating indication-specific sales), as well as the Major Countries, and the remainder of the Territory (the “Sales Tracking Methodology”). All costs associated with the acquisition and application of such Data Services and Sales Tracking Methodology shall be shared by the Parties in proportion to their then-current economic interests in the Net Sales of such Licensed Product in the United States. ChemoCentryx’s portion of such costs shall be the total costs multiplied by a fraction determined by calculating the amount due to ChemoCentryx under the applicable royalty rate and dividing such amount by the total Net Sales for such *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Licensed Product for such Indication. In addition, the Parties shall also meet and confer with respect to: (i) how to account for prescriptions to patients with multiple afflictions (i.e., IBD Indications and non-IBD Indications; (ii) the right for ChemoCentryx to audit (subject to the conditions of Section 6.11, applied mutatis mutandis to ChemoCentryx), on a periodic basis, the application by GSK of the Sales Tracking Methodology and use of the Data Services; and (iii) a mechanism for addressing prescriptions that are tracked back to sole source purchasing agreements. In the event of any dispute or disagreement under this Section 6.6.3(b) the Parties will submit such issue or disagreement to a mutually acceptable Third Party neutral arbitrator, *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. who is skilled and knowledgeable with respect to pharmaceutical sales practices and sales tracking, for final resolution.