Common use of Agreement Year 2005 Clause in Contracts

Agreement Year 2005. For Agreement Year 2005, subject to Article 6.6(a), Reliant will contractually commit PSME of no less than twenty five million dollars ($25,000,000), and during the first Agreement Half Year of Agreement Year 2005, Reliant will contractually commit PSME of no less than [***] dollars ($[***]). In the event that the PSME commitment for Agreement Year 2005 falls more than [***] percent ([***]%) below twenty five million dollars ($25,000,000) and Novartis provides Reliant with written notice of such failure to comply with the terms of this Article 4.5(a), which failure is uncured by Reliant, Reliant’s share of the incremental profit over the Annual Net Sales Baseline for Agreement Year 2005 will be reduced by the amount equal to the difference between (a) the amount that would have been expended by Reliant had Reliant complied with its obligations under this Article 4.5(a) during Agreement Year 2005 and (b) the amount actually expended by Reliant in connection with this Article 4.5(a) (the “PSME Shortfall Amount”). Such reduction of Reliant’s share of the incremental profit over the Annual Net Sales Baseline will be in the form of a payment from Reliant to Novartis within ninety (90) days of receipt of Novartis’ written notice referred to in the preceding sentence and will not be subject to limitations applicable to payments by Reliant to Novartis under Article 6.3. Such reduction shall be Novartis’ exclusive remedy for breach by Reliant of its obligations under this Article 4.5(a); provided, however that this limitation shall not apply in the event that (i) the contractually committed PSME in the first Agreement Half Year of Agreement Year 2005 (January 1 through June 30) is less than [***] dollars ($[***]) and/or (ii) the PSME Shortfall Amount is greater than [***] dollars ($[***]). Novartis shall have no obligation to reimburse Reliant for PSME for Agreement Year 2005.

Agreement Year 2005. For Agreement Year 2005, subject to Article 6.6(a), Reliant will contractually commit PSME of no less than twenty five million dollars ($25,000,000), [***] and during the first Agreement Half Year of Agreement Year 2005, Reliant will contractually commit PSME of no less than [***] dollars ($[***]). In the event that the PSME commitment for Agreement Year 2005 falls more than [***] percent ([***]%) below twenty five million dollars ($25,000,000) and Novartis provides Reliant with written notice of such failure to comply with the terms of this Article 4.5(a), which failure is uncured by Reliant, Reliant’s share of the incremental profit over the Annual Net Sales Baseline for Agreement Year 2005 will be reduced by the amount equal to the difference between (a) the amount that would have been expended by Reliant had Reliant complied with its obligations under this Article 4.5(a) during Agreement Year 2005 and (b) the amount actually expended by Reliant in connection with this Article 4.5(a) (the “PSME Shortfall Amount”). Such reduction of Reliant’s share of the incremental profit over the Annual Net Sales Baseline will be in the form of a payment from Reliant to Novartis within ninety (90) days of receipt of Novartis’ written notice referred to in the preceding sentence and will not be subject to limitations applicable to payments by Reliant to Novartis under Article 6.3. Such reduction shall be Novartis’ exclusive remedy for breach by Reliant of its obligations under this Article 4.5(a); provided, however that this limitation shall [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. not apply in the event that (i) the contractually committed PSME in the first Agreement Half Year of Agreement Year 2005 (January 1 through June 30) is less than [***] dollars ($[***]) and/or (ii) the PSME Shortfall Amount is greater than [***] dollars ($[***]). Novartis shall have no obligation to reimburse Reliant for PSME for Agreement Year 2005.

Agreement Year 2005. For Agreement Year 2005, subject to Article 6.6(a), Reliant will contractually commit PSME of no less than twenty five million dollars ($25,000,000), and during the first Agreement Half Year of Agreement Year 2005, Reliant will contractually commit PSME of no less than [***] dollars ($[***]). In the event that the PSME commitment for Agreement Year 2005 falls more than [***] percent ([***]%) below twenty five million dollars ($25,000,000) and Novartis provides Reliant with written notice of such failure to comply with the terms of this Article 4.5(a), which failure is uncured by Reliant, Reliant’s share of the incremental profit over the Annual Net Sales Baseline for Agreement Year 2005 will be reduced by the amount equal to the difference between (a) the amount that would have been expended by Reliant had Reliant complied with its obligations under this Article 4.5(a) during Agreement Year 2005 and (b) the amount actually expended by Reliant in connection with this Article 4.5(a) (the “PSME Shortfall Amount”). Such reduction of Reliant’s share of the incremental profit over the Annual Net Sales Baseline will be in the form of a payment from Reliant to Novartis within ninety (90) days of receipt of Novartis’ written notice referred to in the preceding sentence and will not be subject to limitations applicable to payments by Reliant to Novartis under Article 6.3. Such reduction shall be Novartis’ exclusive remedy for breach by Reliant of its obligations under this Article 4.5(a); provided, however that this limitation shall [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. not apply in the event that (i) the contractually committed PSME in the first Agreement Half Year of Agreement Year 2005 (January 1 through June 30) is less than [***] dollars ($[***]) and/or (ii) the PSME Shortfall Amount is greater than [***] dollars ($[***]). Novartis shall have no obligation to reimburse Reliant for PSME for Agreement Year 2005.