Common use of Additional Coordination Clause in Contracts

Additional Coordination. 3.14.1 If patients are allowed to enroll in the Phase Ill portion of the Collaborator Clinical Trial in accordance with Section 4.1, then to the extent a Party desires, based on the results of the MSD Compound Study, to seek Regulatory Approval of its Compound for use in the Combination, the Parties may form a working group(s) (each, a “Working Group”), made up of an equal number of appropriate representatives of each Party (not to exceed four (4) each unless mutually agreed otherwise). Such Working Group(s) will have responsibility, as applicable and subject to Applicable Law, for discussing coordination of and exchanging information related to medical information, medical affairs and commercialization activities for the Combination in the particular tumor type or other responsibilities as mutually agreed; provided, however that no Party will be obligated to share any information, materials or strategy or to coordinate on any strategy or commercialization content related to the Combination. Any discussion or exchange of information at a Working Group will be in accordance with Applicable Law and limited to matters related to the Combination, and no information will be shared regarding each Party’s Compound as used outside of the Combination. In furtherance and not limitation of the foregoing, neither Party will disclose any competitively sensitive information to the other Party, including any information relating to prices, pricing policies, costs pertaining to any products, profit margins or targets, discounts or rebates, tender bids, any other commercially sensitive sale/supply conditions, particular customers or suppliers, sales territories, sale/supply information regarding customers, market or business strategies or plans (outside of the applicable Combination), competitive strengths or weaknesses (outside of the applicable Combination), validity of any patent, proprietary technologies and any ongoing or prospective litigation between or among competitors. 3.14.2 Each Party will appoint a person from among its representatives on a Working Group to serve as the co-chairperson of such Working Group. The co-chairpersons will not have any greater authority than any other representative on the Working Group and will conduct the following activities of the Working Group: (A) calling meetings of the Working Group; (B) preparing and issuing minutes of each such meeting within [***] thereafter; (C) preparing and circulating an agenda for the upcoming meeting. Each Working Group shall schedule meetings as mutually agreed. This Section 3.14 shall survive expiration, but not termination, of this Agreement.

Additional Coordination. 3.14.1 3.14.1. If patients are allowed to enroll in the Phase Ill III portion of the Collaborator Clinical Trial in accordance with Section 4.1, then to the extent a Party desires, based on the results of the MSD Compound Study, to seek Regulatory Approval of its Compound for use in the Combination, the Parties may form a working group(s) (each, a “Working Group”), made up of an equal number of appropriate representatives of each Party (not to exceed four (4) each unless mutually agreed otherwise). Such Working Group(s) will have responsibility, as applicable and subject to Applicable Law, for discussing coordination of and exchanging information related to medical information, medical affairs and commercialization activities for the Combination in the particular tumor type or other responsibilities as mutually agreed; provided, however that no Party will be obligated to share any information, materials or strategy or to coordinate on any strategy or commercialization content related to the Combination. Any discussion or exchange of information at a Working Group will be in accordance with Applicable Law and limited to matters related to the Combination, and no information will be shared regarding each Party’s Compound as used outside of the Combination. In furtherance and not limitation of the foregoing, neither Party will disclose any competitively sensitive information to the other Party, including any information relating to prices, pricing policies, costs pertaining to any products, profit margins or targets, discounts or rebates, tender bids, any other commercially sensitive sale/supply conditions, particular customers or suppliers, sales territories, sale/supply information regarding customers, market or business strategies or plans (outside of the applicable Combination), competitive strengths or weaknesses (outside of the applicable Combination), validity of any patent, proprietary technologies and any ongoing or prospective litigation between or among competitors. 3.14.2 3.14.2. Each Party will appoint a person from among its representatives on a Working Group to serve as the co-chairperson of such Working Group. The co-chairpersons will not have any greater authority than any other representative on the Working Group and will conduct the following activities of the Working Group: (A) calling meetings of the Working Group; (B) preparing and issuing minutes of each such meeting within [***] thereafter; (C) preparing and circulating an agenda for the upcoming meeting. Each Working Group shall schedule meetings as mutually agreed. This Section 3.14 shall survive expiration, but not termination, of this Agreement.

Additional Coordination. 3.14.1 If patients are allowed to enroll in the Phase Ill portion of the Collaborator Clinical Trial in accordance with Section 4.1, then to To the extent a Party desires, based on the results of the MSD Compound Study, to seek Regulatory Approval of its the MSD Compound or Novocure Device for use in the Combination, the Parties may will form a working group(s) (each, a “Working Group”), made up of an equal number of appropriate representatives of each Party (not to exceed four (4) [***] each unless mutually agreed otherwise). Such Working Group(s) will have responsibility, as applicable and subject to Applicable Law, for discussing coordination of and exchanging information related to medical information, medical affairs and commercialization activities for the Combination in the particular tumor type or other responsibilities type, such as mutually agreedmarket landscape (e.g. patient flow, drug utilization, competitive intelligence), product strategy (e.g. strategic position of the Combination), communications and promotional strategy (e.g. messaging, objection handling), value evidence generation and health technology assessments (e.g. health economics, value dossier), medical strategy and matters pursuant to the Regulatory Agreement; provided, however that no Party will be obligated to share any information, materials or strategy or to coordinate on any strategy or commercialization content related to the Combination. Any discussion or exchange of information at a Working Group will be in accordance with Applicable Law and limited to matters related to the Combination, and no information will be shared regarding each Party’s Compound as used outside of the Combination. In furtherance and not limitation of the foregoing, neither Party will disclose any competitively sensitive information to the other Party, including any information relating to prices, pricing policies, costs pertaining to any products, profit margins or targets, discounts or rebates, tender bids, any other commercially sensitive sale/supply conditions, particular customers or suppliers, sales territories, sale/supply information regarding customers, market or business strategies or plans (outside of the applicable Combination), competitive strengths or weaknesses (outside of the applicable Combination), validity of any patent, proprietary technologies and any ongoing or prospective litigation between or among competitors. 3.14.2 Each Party will appoint a person from among its representatives on a Working Group to serve as the co-chairperson of such Working Group. The co-chairpersons will not have any greater authority than any other representative on the Working Group and will conduct the following activities of the Working Group: (A) calling meetings of the Working Group; (B) preparing and issuing minutes of each such meeting within [***] thereafter; (C) preparing and circulating an agenda for the upcoming meeting. Each Working Group shall schedule meetings as mutually agreed. This Section 3.14 shall survive expiration, but not termination, of this Agreement.