Shared Products. The Parties anticipate that clinical development for Shared Products will occur through global Clinical Studies with one Party running a global Clinical Study. At least [********] prior to the anticipated start of a first Clinical Study after exercise of the SQZ Option for a Shared Product or Roche Antigen Option for a Shared Product, as applicable, the Parties, through the JSC, shall discuss whether Roche, SQZ or both Parties jointly shall have responsibility for the conduct of all clinical development for such Shared Product. Roche shall have final say on which Party would run each global Clinical Study. Such global Clinical Study shall be conducted in accordance with the applicable Collaboration Plan and subject to both Parties sharing Development Costs. The Parties shall strive to establish a global Collaboration Plan that benefits both Parties in their respective regions for commercialization. After first Regulatory Approval for a given Shared Product, to the extent that one Party wishes to conduct Clinical Studies in an Indication that the other Party does not wish to co-fund for such Shared Product, the Party wishing to conduct such Clinical Study may do so at its own expense. The other Party shall have the right (but not the obligation) to access the Clinical Study data of such studies that it did not co-fund for purposes of filing for Regulatory Approval in their commercialization region by paying [********] of the Development Costs incurred by the Party owning such clinical study data. For clarity, conduct of Clinical Studies in non-oncology indications shall require mutual agreement of the Parties. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Shared Products. Roche shall, on a Shared Product-by-Shared Product basis pay SQZ royalties on Calendar Year Net Sales in the Roche Territory of Shared Products as follows: Portion of Calendar Year Net Sales in Roche Territory Rate [********] [********] [********] [********] [********] [********] [********] [********] SQZ shall, on a Shared Product-by-Shared Product basis pay Roche royalties on Calendar Year Net Sales in the SQZ Territory of Shared Products as follows: Portion of Calendar Year Net Sales in SQZ Territory Rate [********] [********] [********] [********] [********] [********] [********] [********] For example, if Net Sales of Shared Products in the Roche Territory, for a given Calendar Year, are [********] then royalties owed to SQZ on such Net Sales of Shared Products for that Calendar Year shall equal [********] calculated as follows: [********]
Shared Products. All royalty, milestone and other payments to a Third Party made by either Party under Third Party agreements (including Listed Alnylam Third Party Agreements or Pre-Existing Alliance Agreements) with respect to Shared Products in the United States shall be deemed expenses of such Party and deducted in calculating Net Profits/Losses pursuant to Schedule D.
