Common use of SELLER’S RESPONSIBILITIES Clause in Contracts

SELLER’S RESPONSIBILITIES. (a) Seller shall use Commercially Reasonable Efforts to, by itself or through its Affiliates, licensees or sublicensees, do the following: (i) complete activities under the GC Development Plan in accordance therewith or in accordance with an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d) below; (ii) apply for, in accordance with the GC Development Plan or an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d), and obtain and maintain, Regulatory Approval of one Product for the treatment of oral mucositis and esophagitis in the Major Markets or, at the very least, in [***]; and (iii) commercialize one Product for the treatment of oral mucositis and esophagitis, on a country-by-country basis in the Major Markets, or, at the very least in [***], promptly after obtaining Regulatory Approval of such Product for oral mucositis and esophagitis in such country. (b) To the extent Seller enters into an exclusive Out-License or Partnering Transaction, Seller shall use Commercially Reasonable Efforts to cause such Third Person to comply with Section 4.1(a) to the same extent as Seller. (c) If Seller commercializes GC or the Products itself or through its Affiliates in one or more countries then, to the extent consistent with Seller’s use of Commercially Reasonable Efforts, Seller shall establish a trained sales force sufficiently in advance, as reasonably determined by Seller, of the anticipated Commercial Launch of GC or such Product in such country(ies). If consistent with Seller’s use of Commercially Reasonable Efforts to establish a trained sales force, any such sales force shall have an appropriate size given the market potential, competitive position of the Product, regional variation in forecasted demand, industry practices and other factors relevant to determining the size of such sales force. To the extent Seller commercializes GC or the Products with or through Partners in one or more countries, Seller shall use Commercially Reasonable Efforts to undertake customary and reasonable due diligence to select Partners for such purpose having, or having resources enabling such Partners to field, appropriate sales capabilities in the relevant countries for such purpose, as reasonably determined by Seller. (d) Within [***] ([***]) days after (i) each anniversary of the Effective Date, and (ii) any material modification of the GC Development Plan (as modified from time to time) and continuing until the Commercial Launch of a Product anywhere in the Territory for the treatment of oral mucositis and esophagitis (the “Development Plan Period”), Seller shall deliver to Purchaser an updated version of the GC Development Plan, as approved by the Board. Without limitation of the foregoing, from time to time during the Development Plan Period other than as required in the foregoing sentence, Seller shall have the right, but not the obligation, to deliver to Purchaser an updated version of the GC Development Plan that has been approved by the Board. (e) Commencing after the Commercial Launch of the first Product anywhere in the Territory, Seller shall deliver to Purchaser a good faith working forecast for Product sales in the Territory for the [***] ([***]) month period following the date of the forecast on the following schedule: (i) during the [***] ([***]) month period following the Commercial Launch of the first Product in the Territory, Seller shall deliver an updated forecast every [***] ([***]) months; and (ii) after the period covered by Section 4.1(e)(ii), Seller shall deliver an updated forecast every [***] ([***]) months. (f) As between Seller and Purchaser, [***] shall fund all expenses associated with the discovery, development and commercialization of the Products, including the Funded Activities. (g) With respect to the performance of this Agreement and the activities contemplated hereby with respect to the Products, Seller will, and will require its Affiliates and sublicensees to, comply in all material respects with Applicable Law. (h) Seller will not, without the prior written consent of Purchaser, create, grant or allow to exist any Encumbrance on any of the Purchased Receivables other than (i) as required under this Agreement, and (ii) Permitted Encumbrances. Other than Permitted Encumbrances, Seller shall not grant to any Affiliate or Third Person any right to receive any royalty on sales of Products or other interest in revenues from sales of Products that would conflict with or diminish the interest of Purchaser in the Product Payments.

SELLER’S RESPONSIBILITIES. (a) Seller shall will use Commercially Reasonable Efforts to, by itself or through its Affiliates, licensees or sublicensees, do to pursue the following: (i) complete activities under the GC Development Plan in accordance therewith or in accordance with an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d) below; (ii) apply for, in accordance with the GC Development Plan or an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d), and obtain and maintain, Regulatory Approval of one Product for the treatment of oral mucositis and esophagitis in the Major Markets or, at the very least, in [***]; and (iii) commercialize one Product for the treatment of oral mucositis and esophagitis, on a country-by-country basis in the Major Markets, or, at the very least in [***], promptly after obtaining Regulatory Approval of such Product for oral mucositis and esophagitis in such countryFunded Activities. (b) To Without limiting the extent generality of clause (a) above, the Seller enters into an exclusive Out-License or Partnering Transactionwill, Seller shall each Calendar Quarter, use Commercially Reasonable Efforts to cause such Third Person to comply with Section 4.1(aallocate a sufficient level of resources (both monetary and personnel) to for the same extent as Sellerpromotion and marketing of Product in the Territory. (c) If Seller commercializes GC or the Products itself or through its Affiliates in one or more countries then, agrees to the extent consistent with Seller’s use of Commercially Reasonable Efforts, Seller shall establish a trained sales force sufficiently in advance, as reasonably determined by Seller, of the anticipated Commercial Launch of GC or such Product in such country(ies). If consistent with Seller’s use of Commercially Reasonable Efforts to establish a trained sales force, any such sales force shall have an appropriate size given the market potential, competitive position of the Product, regional variation in forecasted demand, industry practices and other factors relevant to determining the size of such sales force. To the extent Seller commercializes GC or the Products with or through Partners in one or more countries, Seller shall use Commercially Reasonable Efforts to undertake customary and reasonable due diligence to select Partners for such purpose having, or having resources enabling such Partners to field, appropriate sales capabilities in fund the relevant countries for such purpose, as reasonably determined by Seller. (d) Within [***] ([***]) days after (i) each anniversary of the Effective Date, and (ii) any material modification of the GC Development Plan (as modified from time to time) and continuing until the Commercial Launch of a Product anywhere in the Territory for the treatment of oral mucositis and esophagitis (the “Development Plan Period”), Seller shall deliver to Purchaser an updated version of the GC Development Plan, as approved by the Board. Without limitation of the foregoing, from time to time during the Development Plan Period other than as required in the foregoing sentence, Seller shall have the right, but not the obligation, to deliver to Purchaser an updated version of the GC Development Plan that has been approved by the Board. (e) Commencing after the Commercial Launch of the first Product anywhere in the Territory, Seller shall deliver to Purchaser a good faith working forecast for Product sales in the Territory for the [***] ([***]) month period following the date of the forecast on the following schedule: (i) during the [***] ([***]) month period following the Commercial Launch of the first Product in the Territory, Seller shall deliver an updated forecast every [***] ([***]) months; and (ii) after the period covered by Section 4.1(e)(ii), Seller shall deliver an updated forecast every [***] ([***]) months. (f) As between Seller and Purchaser, [***] shall fund all expenses associated with the discovery, development and commercialization of the ProductsProduct, including the Funded Activities. (gd) With respect to the Product, Seller will use Commercially Reasonable Efforts to provide, or cause to be provided, a sufficient and consistent supply of such Product or the active pharmaceutical ingredient in such Product, as applicable. (e) With respect to the performance of this Agreement and the activities contemplated hereby with respect to the Productshereby, Seller will, and will require cause its Affiliates and sublicensees to, comply in with all material respects with Applicable Law, except where compliance therewith is contested in good faith by appropriate proceedings or is not reasonably expected to result in a Material Adverse Effect. (f) Seller will, and will cause its Affiliates to, use Commercially Reasonable Efforts to maintain the Regulatory Approvals and all other FDA, FFDCA and other Governmental Authority approvals, including complying with any and all requirements for post-approval follow-up studies and information reporting, except where the failure to maintain the Regulatory Approvals and other Governmental Authority approvals is not reasonably expected to result in a Material Adverse Effect. (g) Seller will, and will cause its Affiliates to, use Commercially Reasonable Efforts to maintain its relationships with Third Person manufacturers and suppliers; provided, however, that notwithstanding the foregoing, Seller is permitted to terminate its relationships with Third Person manufacturers and suppliers in its sole discretion provided that such termination is not reasonably expected to result in a Material Adverse Effect. (h) Seller will, and will notcause its Affiliates to, without the prior written consent use Commercially Reasonable Efforts to obtain consents from any licensee or sublicensee of Qsymia Patent Rights necessary to provide Purchaser, createdirectly or indirectly, grant with copies of royalty reports delivered by such licensee or allow sublicensee to exist any Encumbrance on any of the Purchased Receivables other than Seller. (i) as required under this AgreementSeller will, and (ii) Permitted Encumbranceswill cause its Affiliates to, use Commercially Reasonable Efforts to obtain approval for the REMS Modification. Other than Permitted EncumbrancesFor the avoidance of doubt, so long as Seller and its Affiliates use such Commercially Reasonable Efforts, the ultimate failure to obtain the REMS Modification shall not grant to any Affiliate or Third Person any right to receive any royalty on sales be deemed a breach of Products or other interest in revenues from sales of Products that would conflict with or diminish the interest of Purchaser in the Product Paymentsthis Section 4.1(i).

SELLER’S RESPONSIBILITIES. (a) Seller shall The Amarin Parties will use Commercially Reasonable Efforts to, by itself or through its Affiliates, licensees or sublicensees, do commercially reasonable efforts to pursue the following: (i) complete activities under the GC Development Plan in accordance therewith or in accordance with an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d) below; (ii) apply for, in accordance with the GC Development Plan or an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d), and obtain and maintain, Regulatory Approval of one Product for the treatment of oral mucositis and esophagitis in the Major Markets or, at the very least, in [***]; and (iii) commercialize one Product for the treatment of oral mucositis and esophagitis, on a country-by-country basis in the Major Markets, or, at the very least in [***], promptly after obtaining Regulatory Approval of such Product for oral mucositis and esophagitis in such countryFunded Activities. (b) To Without limiting the extent Seller enters into an exclusive Out-License or Partnering Transactiongenerality of clause (a) above, Seller shall use Commercially Reasonable Efforts to cause such Third Person to comply with Section 4.1(a) the Amarin Parties will, each Calendar Quarter, allocate to the same extent as Sellerpromotion and marketing of Product in the Territory, a commercially reasonable level of resources (both monetary and personnel). (c) If Seller commercializes GC or The Amarin Parties agree to reasonably fund the Products itself or through its Affiliates in one or more countries then, to the extent consistent with Seller’s use of Commercially Reasonable Efforts, Seller shall establish a trained sales force sufficiently in advance, as reasonably determined by Seller, of the anticipated Commercial Launch of GC or such Product in such country(ies). If consistent with Seller’s use of Commercially Reasonable Efforts to establish a trained sales force, any such sales force shall have an appropriate size given the market potential, competitive position of the Product, regional variation in forecasted demand, industry practices and other factors relevant to determining the size of such sales force. To the extent Seller commercializes GC or the Products with or through Partners in one or more countries, Seller shall use Commercially Reasonable Efforts to undertake customary and reasonable due diligence to select Partners for such purpose having, or having resources enabling such Partners to field, appropriate sales capabilities in the relevant countries for such purpose, as reasonably determined by Seller. (d) Within [***] ([***]) days after (i) each anniversary of the Effective Date, and (ii) any material modification of the GC Development Plan (as modified from time to time) and continuing until the Commercial Launch of a Product anywhere in the Territory for the treatment of oral mucositis and esophagitis (the “Development Plan Period”), Seller shall deliver to Purchaser an updated version of the GC Development Plan, as approved by the Board. Without limitation of the foregoing, from time to time during the Development Plan Period other than as required in the foregoing sentence, Seller shall have the right, but not the obligation, to deliver to Purchaser an updated version of the GC Development Plan that has been approved by the Board. (e) Commencing after the Commercial Launch of the first Product anywhere in the Territory, Seller shall deliver to Purchaser a good faith working forecast for Product sales in the Territory for the [***] ([***]) month period following the date of the forecast on the following schedule: (i) during the [***] ([***]) month period following the Commercial Launch of the first Product in the Territory, Seller shall deliver an updated forecast every [***] ([***]) months; and (ii) after the period covered by Section 4.1(e)(ii), Seller shall deliver an updated forecast every [***] ([***]) months. (f) As between Seller and Purchaser, [***] shall fund all expenses associated with the discovery, development and commercialization Commercialization of the ProductsProduct, including the Funded Activities. (gd) With respect to each Product, the Amarin Parties will use commercially reasonable efforts to avoid supply channel shortages. The Amarin Parties will use commercially reasonable efforts to expand the supply of Product if necessary to provide Net Sales such that the Scheduled Quarterly Amount for an upcoming calendar quarter, as set forth in Section 2.1(a), would not be expected to exceed [***]. (e) With respect to the performance of this Agreement and the activities contemplated hereby with respect to hereby, the Products, Seller Amarin Parties will, and will require its cause their respective Affiliates and sublicensees to, comply in all material respects with all Applicable Law, except where compliance therewith is contested in good faith by appropriate proceedings. (f) Seller will, and will cause its Affiliates to, use commercially reasonable efforts to maintain the Regulatory Approvals and all other FDA, FFDCA and other Governmental Authority approvals, including complying will any and all requirements for post-marketing follow-up studies and information reporting. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (g) The Amarin Parties will, and will cause its Affiliates to, use commercially reasonable efforts to maintain its relationships with Third Person manufacturers and suppliers. (h) Seller will not, without the prior written consent of Purchaser, create, grant or allow to exist any Encumbrance on any of the Purchased Receivables other than (i) as required under this Agreementwill, and (ii) Permitted Encumbrances. Other than Permitted Encumbranceswill cause its Affiliates to, Seller shall not grant use commercially reasonable efforts to obtain consents from any Affiliate licensee or Third Person any right sublicensee of Vascepa Patent Rights necessary to receive any provide Purchaser with copies of royalty on sales of Products reports delivered by such licensee or other interest in revenues from sales of Products that would conflict with or diminish the interest of Purchaser in the Product Paymentssublicensee to Seller.

SELLER’S RESPONSIBILITIES. (a) Seller shall The Amarin Parties will use Commercially Reasonable Efforts to, by itself or through its Affiliates, licensees or sublicensees, do commercially reasonable efforts to pursue the following: (i) complete activities under the GC Development Plan in accordance therewith or in accordance with an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d) below; (ii) apply for, in accordance with the GC Development Plan or an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d), and obtain and maintain, Regulatory Approval of one Product for the treatment of oral mucositis and esophagitis in the Major Markets or, at the very least, in [***]; and (iii) commercialize one Product for the treatment of oral mucositis and esophagitis, on a country-by-country basis in the Major Markets, or, at the very least in [***], promptly after obtaining Regulatory Approval of such Product for oral mucositis and esophagitis in such countryFunded Activities. (b) To Without limiting the extent Seller enters into an exclusive Out-License or Partnering Transactiongenerality of clause (a) above, Seller shall use Commercially Reasonable Efforts to cause such Third Person to comply with Section 4.1(a) the Amarin Parties will, each Calendar Quarter, allocate to the same extent as Sellerpromotion and marketing of Product in the Territory, a commercially reasonable level of resources (both monetary and personnel). (c) If Seller commercializes GC or The Amarin Parties agree to reasonably fund the Products itself or through its Affiliates in one or more countries then, to the extent consistent with Seller’s use of Commercially Reasonable Efforts, Seller shall establish a trained sales force sufficiently in advance, as reasonably determined by Seller, of the anticipated Commercial Launch of GC or such Product in such country(ies). If consistent with Seller’s use of Commercially Reasonable Efforts to establish a trained sales force, any such sales force shall have an appropriate size given the market potential, competitive position of the Product, regional variation in forecasted demand, industry practices and other factors relevant to determining the size of such sales force. To the extent Seller commercializes GC or the Products with or through Partners in one or more countries, Seller shall use Commercially Reasonable Efforts to undertake customary and reasonable due diligence to select Partners for such purpose having, or having resources enabling such Partners to field, appropriate sales capabilities in the relevant countries for such purpose, as reasonably determined by Seller. (d) Within [***] ([***]) days after (i) each anniversary of the Effective Date, and (ii) any material modification of the GC Development Plan (as modified from time to time) and continuing until the Commercial Launch of a Product anywhere in the Territory for the treatment of oral mucositis and esophagitis (the “Development Plan Period”), Seller shall deliver to Purchaser an updated version of the GC Development Plan, as approved by the Board. Without limitation of the foregoing, from time to time during the Development Plan Period other than as required in the foregoing sentence, Seller shall have the right, but not the obligation, to deliver to Purchaser an updated version of the GC Development Plan that has been approved by the Board. (e) Commencing after the Commercial Launch of the first Product anywhere in the Territory, Seller shall deliver to Purchaser a good faith working forecast for Product sales in the Territory for the [***] ([***]) month period following the date of the forecast on the following schedule: (i) during the [***] ([***]) month period following the Commercial Launch of the first Product in the Territory, Seller shall deliver an updated forecast every [***] ([***]) months; and (ii) after the period covered by Section 4.1(e)(ii), Seller shall deliver an updated forecast every [***] ([***]) months. (f) As between Seller and Purchaser, [***] shall fund all expenses associated with the discovery, development and commercialization Commercialization of the ProductsProduct, including the Funded Activities. (gd) With respect to each Product, the Amarin Parties will use commercially reasonable efforts to avoid supply channel shortages. The Amarin Parties will use commercially reasonable efforts to expand the supply of Product if necessary to provide Net Sales such that the Scheduled Quarterly Amount for an upcoming calendar quarter, as set forth in Section 2.1(a), would not be expected to exceed [***]. (e) With respect to the performance of this Agreement and the activities contemplated hereby with respect to hereby, the Products, Seller Amarin Parties will, and will require its cause their respective Affiliates and sublicensees to, comply in all material respects with all Applicable Law, except where compliance therewith is contested in good faith by appropriate proceedings. (f) Seller will, and will cause its Affiliates to, use commercially reasonable efforts to maintain the Regulatory Approvals and all other FDA, FFDCA and other Governmental Authority approvals, including complying will any and all requirements for post-marketing follow-up studies and information reporting. (g) The Amarin Parties will, and will cause its Affiliates to, use commercially reasonable efforts to maintain its relationships with Third Person manufacturers and suppliers. (h) Seller will not, without the prior written consent of Purchaser, create, grant or allow to exist any Encumbrance on any of the Purchased Receivables other than (i) as required under this Agreementwill, and (ii) Permitted Encumbrances. Other than Permitted Encumbranceswill cause its Affiliates to, Seller shall not grant use commercially reasonable efforts to obtain consents from any Affiliate licensee or Third Person any right sublicensee of Vascepa Patent Rights necessary to receive any provide Purchaser with copies of royalty on sales of Products reports delivered by such licensee or other interest in revenues from sales of Products that would conflict with or diminish the interest of Purchaser in the Product Paymentssublicensee to Seller.

SELLER’S RESPONSIBILITIES. (a) Except as otherwise set forth in Section 1.8(k), Seller (directly or with or through a Partner), shall use Commercially Reasonable Efforts to, by itself or through its Affiliates, licensees or sublicensees, to do the following: (i) complete activities under the GC Fovista Development Plan in accordance therewith or substantially in accordance with an updated version of the GC Fovista Development Plan that is delivered to Purchaser pursuant to Section 4.1(d) belowTimeline; (ii) apply for, in accordance with the GC Fovista Development Plan or an updated version of the GC and Fovista Development Plan that is delivered to Purchaser pursuant to Section 4.1(d)Timeline, and obtain and maintain, Regulatory Approval of one Product Fovista for the treatment of oral mucositis and esophagitis AMD in at least the Major Markets orMarkets; (iii) provide, at or require Third Person suppliers or licensees or sublicensees to provide, a consistent supply of the very leastProduct to meet Seller’s and its Affiliates’, licensees’ and sublicensees’ requirements of Product for clinical and commercial purposes, except to the extent that failure to provide, or to require provision of, such supply would not adversely affect the development or commercialization of Products in [***]any material respect; (iv) comply with any and all requirements for post-marketing follow-up studies imposed by Regulatory Authorities with respect to Products, and information reporting requirements with respect to Products in accordance with Applicable Laws, except to the extent that noncompliance would not adversely affect the development or commercialization of Products in any material respect; and (iiiv) commercialize one Product for the treatment of oral mucositis and esophagitisFovista, on a country-by-country basis in the Major Marketsby country basis, or, at the very least in [***], promptly after obtaining Regulatory Approval of such Product for oral mucositis and esophagitis Fovista in such country. Seller’s obligations to use Commercially Reasonable Efforts as specified in this Section 5.1(a) will extend to all activities with respect to Fovista set forth in the Fovista Development Plan without regard for whether or not Seller obtains additional financing beyond the Purchase Price paid by Purchaser hereunder, but notwithstanding the foregoing, prior to the occurrence of Seller entering into a Partnering Transaction pursuant to which Seller has granted or committed to grant to a Third Person a license or other right to develop and commercialize Products in at least one Major Market and such Third Person either provides substantial funding or assumes substantial financial responsibility for Fovista Development Plan or other development or commercialization activities for Fovista, or the closing of a Change of Control of Seller, such obligations with respect to activities for Fovista beyond those in the Fovista Development Plan, including commercialization activities, shall be subject to Seller’s obtaining any additional financing necessary to carry out such activities. If Purchaser’s obligations to close the Second Purchase and/or Third Purchase are terminated pursuant to Section 1.8(c) because the representation in the second sentence of Section 3.1(p) is not true, then notwithstanding anything to the contrary in this Section 5.1, Seller’s obligations to use Commercially Reasonable Efforts as specified in this Section 5.1 shall be limited to conducting activities that can reasonably be conducted using the then-unspent portions of the Purchase Price that Purchaser paid to Seller prior to such termination and of proceeds received by Seller from any Partnering Transaction. (b) To the extent Seller enters into an exclusive Out-License or Partnering Transaction, Seller shall use Commercially Reasonable Efforts to cause such Third Person to comply with Section 4.1(a) to the same extent as Seller. (c) If Seller commercializes GC or the Products decides to commercialize Fovista itself or through its Affiliates in one or more countries then, to the extent consistent with Seller’s use of Commercially Reasonable Effortscountries, Seller shall establish a trained sales force sufficiently in advance, as reasonably determined by Seller, of the anticipated Commercial Launch of GC or such Product Fovista in such country(ies). If consistent with Seller’s use of Commercially Reasonable Efforts to establish a trained sales force, any Any such sales force shall have an appropriate size given the market potential, competitive position of the Product, regional variation in forecasted demand, industry practices and other factors relevant to determining the size of such sales force. To the extent If Seller commercializes GC or the Products decides to commercialize Fovista with or through Partners in one or more countries, Seller shall use Commercially Reasonable Efforts to undertake customary and reasonable due diligence to select Partners for such purpose having, or having resources enabling such Partners to field, appropriate sales capabilities in the relevant countries for such purpose, as reasonably determined by Seller. (c) Seller shall establish good faith working forecasts for Fovista sales following Regulatory Approval of Fovista, and provide such forecasts to Purchaser (such information may be provided through the JOC when it is in effect). (d) Within If the development of Fovista is terminated or suspended for more than [***] months, then Seller shall, if consistent with using Commercially Reasonable Efforts, select an alternative Product described in subsection (b) of the definition of “Product” to develop in place of Fovista, and thereafter use Commercially Reasonable Efforts to develop, seek regulatory approval for, and commercialize such alternative Product on terms and conditions substantially similar to those provided in this Article 4, provided that Seller shall not be obligated to [**]. If Seller terminates development of all Products described in subsections (a) and (b) of the definition of “Product”, and Seller, or, acting pursuant to a license from Seller with respect to antagonists of PDGF, Seller’s Affiliates, licensees or sublicensees, research or develop products that are not described in subsections (a) and (b) of the definition of “Product” but that are antagonists of PDGF (“Other Products”), then prior to the earlier of (A) the end of the [*]*] year period following the date upon which all development of Products described in subsections (a) days after and (ib) each of the definition of “Product” terminates, or (B) the [**] anniversary of the Effective Date, and then such Other Products shall become Products (ii) any material modification of the GC Development Plan (as modified from time to time) and continuing until the Commercial Launch of a Product anywhere in the Territory for the treatment of oral mucositis and esophagitis (the “Development Plan Period”), Seller shall deliver to Purchaser an updated version of the GC Development Plan, as approved even if such Other Products are not Covered by the BoardProduct Patent Rights). Without limitation of Notwithstanding the foregoing, from time to time during if any Other Product is developed [**], and the Development Plan Period other than as required in the foregoing sentence, Seller shall have the right, but not the obligation, to deliver to Purchaser an updated version proceeds of the GC Development Plan that has been approved by Purchase Price are [**], then, notwithstanding subsection (c) of the Boarddefinition of “Product,” such Other Product shall be [**] (for clarity, if Seller uses the Purchase Price to fund [**] the development of such Other Product [**] and such [**], then such Other Product developed [**]. (e) Commencing If Seller selects an alternative Product to develop after the Commercial Launch development of the first Product anywhere Fovista is terminated in the Territory, Seller shall deliver to Purchaser a good faith working forecast for Product sales in the Territory for the [***] ([***]) month period following the date of the forecast on the following schedule: (i) during the [***] ([***]) month period following the Commercial Launch of the first Product in the Territory, Seller shall deliver an updated forecast every [***] ([***]) months; and (ii) after the period covered by accordance with Section 4.1(e)(ii5.1(d), Seller shall deliver propose an updated forecast every [***] ([***]) monthsFovista Development Plan and Fovista Development Timeline that shall govern the development of such alternative Product. (f) Within [**] days after the First Closing Date, Seller shall [**]. Seller shall [**]. (g) As between Seller and Purchaser, [***] Seller shall fund all expenses associated with the discovery, development and commercialization of the ProductsProduct, including the Funded Activities. (gh) With respect to the performance of this Agreement and the activities contemplated hereby with respect to the Productshereby, Seller will, and will require its Affiliates and sublicensees to, comply in with all material respects with Applicable Law, except where compliance therewith is contested in good faith by appropriate proceedings or except as would not reasonably be expected to have a Material Adverse Effect. (hi) Seller shall not modify the Fovista Development Plan or the Fovista Development Timeline in any material manner without Purchaser’s written consent, which Purchaser shall not unreasonably withhold, delay or condition. It shall be unreasonable for Purchaser to withhold its consent, without limitation, if any modifications to such plan or timeline are required by a Regulatory Authorities. (j) Seller will not, without the prior written consent of Purchaser, : (i) create, grant or allow to exist any Encumbrance on any of the Purchased Receivables Collateral other than (iA) as required under this Agreement, Agreement and (B) Permitted Encumbrances; or (ii) Permitted Encumbrances. Other than Permitted Encumbrances, Seller shall not grant commit to do or engage in any Affiliate or Third Person any right to receive any royalty on sales of Products or other interest in revenues from sales of Products that would conflict with or diminish the interest of Purchaser in the Product Paymentsforegoing.