Common use of Budgetary Development Clause in Contracts

Budgetary Development. (a) BMS shall prepare and submit, or cause to be prepared and submitted, to the Alliance Strategic Committee, (x) the aggregate of the annual budgets for the upcoming calendar year for sales and pre-tax profits (the “Annual Budgetary Targets”) for each Product for the Marketing Entities in countries in Territory B that were established for the Co-Promotion of one or both Products (each, a “Co-Promotion Entity”) and projections for aggregate sales and aggregate pre-tax profits of the Co-Promotion Entities for the subsequent three calendar years (the “Long-Range Plans”) for each Product, which budgetary targets and projections shall be substantially in the form of Schedules 4.01(a)-l and 4.01(a)-2 attached hereto, and (y) the annual budget for the Territory B Partnership (the “Territory B Budget”). The Finance Committee shall prepare such budget, budgetary targets and projections; provided, however, that BMS shall have final authority to determine the budget, budgetary targets and projections to be submitted to the Alliance Strategic Committee. Pre-tax profits shall be calculated by [*] for each Product, and sales shall be calculated by [*] for each Product, each in accordance with the methodology to be established by [*]. SS_NYL2/121582 19 (PA_79523 2) * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (b) The Alliance Strategic Committee may require BMS to submit any financial information reasonably necessary for determining whether to approve the Territory B Budget, any Annual Budgetary Target or any Long-Range Plan for any Product.

Budgetary Development. (a) BMS Sanofi shall prepare and submit, or cause to be prepared and submitted, to the Alliance Strategic Committee, (x) the aggregate of the annual budgets for the upcoming calendar year for sales and pre-tax profits (the “Annual Budgetary Targets”) for each Product for the Marketing Entities in countries in Territory B A that were established for the Co-Promotion of one or both Products (each, a “Co-Promotion Entity”) and projections for aggregate sales and aggregate pre-tax profits of the Co-Promotion Entities for the subsequent three calendar years (the “Long-Range Plans”) for each Product, which budgetary targets and projections shall be substantially in the form of Schedules 4.01(a)-l 4.01 (a)-1 and 4.01(a)-2 4.01 (a)-2 attached hereto, and (y) the annual budget for the Territory B SNC Partnership (the “Territory B A Budget”). The Finance Committee shall prepare such budget, budgetary targets and projections; provided, however, that BMS Sanofi shall have final authority to determine the budget, budgetary targets and projections to be submitted to the Alliance Strategic Committee. Pre-tax profits shall be calculated by [*] for each Product, and sales shall be calculated by [*] for each Product], each in accordance with the methodology to be established by [*]. SS_NYL2/121582 19 SS_NYL2/171613 2 (PA_79523 PA_1/79522 2) * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (b) The Alliance Strategic Committee may require BMS Sanofi to submit any financial information reasonably necessary for determining whether to approve the Territory B A Budget, any Annual Budgetary Target or any Long-Range Plan for any Product.