Common use of Development Services Clause in Contracts

Development Services. 3.1 The Parties may agree that GSK shall perform certain development work in connection with: (A) the Manufacture and supply of New Clinical Product and/or New Clinical Placebo (including new configurations of such Products); and/or (B) the provision of data to enable Purchaser’s authoring of clinical trial regulatory submissions, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (“Development Services”), provided that such Development Services shall not include development work in anticipation of the manufacture or regulatory approval of active ingredients or products specifically for Commercialisation, provided, however, that GSK acknowledges and agrees that such Development Services may result in deliverables that can or will subsequently be used for Commercialisation (i.e., generation of new product configurations). 3.2 The Purchaser may from time to time request that GSK perform Development Services (but not, for the avoidance of doubt, any other Development). GSK shall consider each such request and shall, acting reasonably but in its sole discretion, taking due account of GSK’s and/or the Nominated Manufacturer’s and/or the GSK Group’s business, constraints, available resources and plans, determine whether or not to support the requested Development Services. Any Development Services agreed between the Parties shall be documented in a scope of work in the form set forth in Schedule 2 (each a “Scope of Work”) which shall define the roles and responsibilities of the Parties in the performance of such Development Services, including the tasks to be completed and any deliverables to be delivered by GSK, together with a non-binding timeline for the performance, completion and/or delivery of the applicable Development Services. 3.3 Each Party shall use its Commercially Reasonable Efforts to perform the Development Services in accordance with the applicable Scope of Work and the timelines for the performance, completion and/or delivery of such Development Services set forth in the applicable Scope of Work. 3.4 Neither GSK nor any of its Affiliates shall bear any liability under or in relation to this Agreement in connection with any failure to perform, complete or deliver, or delay in performing, completing or delivering, any Development Services resulting from any failure, default or delay on the part of the Purchaser in performing the tasks and obligations, or delivering the deliverables, assigned to the Purchaser under the applicable Scope of Work or resulting from any delay in supply, or defect in, the Purchaser. 3.5 The Purchaser shall pay to GSK (or its nominated Affiliate) such fees, costs, expenses, payments and other sums as may be specified in a Scope of Work. In the event that the Scope of Work does not provide for the payment of fees, costs, expenses, milestone payments or other sums, the Purchaser shall reimburse to GSK (or its nominated Affiliate) all costs and expenses incurred in respect of the Development Services undertaken pursuant to such Scope of Work, provided that such costs and expenses are agreed in advance by the Parties. 3.6 Any proposed change or addition to the Development Services or the timeline for the performance, completion or delivery of such Development Services shall be deemed a proposal to change the Scope of Work (a “Scope Change”). Either Party may propose a Scope Change, but no Scope Change shall be implemented without the prior written agreement of the other Party. If a Scope Change is agreed by the Parties, the Parties shall document the Scope Change (including any change in fees payable) in a supplementary addendum to, or an amended and restated version of, the Scope of Work and, with effect from the date on which the Scope Change is so documented, all references in this Agreement to the Scope of Work shall be deemed to be references to the Scope of Work as so supplemented or amended and restated (as the case may be) and all references to the Development Services shall be deemed to be references to the Development Services as documented in the supplemented, or amended and restated, Scope of Work. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 3.7 At the end of each month, GSK and the Purchaser shall review the status of the Development Services (and each Party shall share any relevant information for the purposes of such review) and, in the event of any Scope Change and/or delay in the performance of the Development Services, each Party shall use Commercially Reasonable Efforts to agree on new timeframes for the applicable Development Services. If the Parties fail to agree on new timeframes for the applicable Development Services within [***] of commencing discussions and a dispute arises, such dispute shall be determined in accordance with the provisions of Clause 45 (Dispute Resolution). 3.8 The Purchaser acknowledges that, save for the Development Services and with effect from the Effective Date, the GSK Group will not support any development work in respect of the Manufacture of any Product (including variations to Product Licences required as a result of such work), unless such work is required by Applicable Law. The Purchaser shall [***] in respect of any such development work undertaken pursuant to this Clause 3.8 and the implementation of such development work, provided that [***]. 3.9 In the event that the Purchaser fails to pay any undisputed sum in respect of any Development Services, or any development work (or its implementation) for which the Purchaser is to bear the cost pursuant to Clause 3.8, then in such an event: (A) neither GSK nor its Affiliates shall bear any liability under this Agreement for any breach of its terms resulting from any failure to carry out, or delay in carrying out, such Development Services or other development work; and (B) the Purchaser shall indemnify each member of the GSK Group against all actions, Proceedings, demands and claims by any Third Party arising from any failure to carry out, or delay in carrying out, such work.

Development Services. 3.1 The Parties may agree that GSK shall perform certain development work in connection with: (A) the process scale up for the Manufacture and supply of New Clinical Product and/or New Clinical Placebo (including new configurations of such Products); and/orCommercial API at the Manufacturing Site; (B) knowledge transfer from GSK’s R&D facilities to the provision Manufacturing Sites in respect Commercial API and Commercial Product; (C) analytical methods transfer from the Third Party responsible for undertaking analytical testing in respect of data Commercial API and Commercial Product to enable Purchaser’s authoring the Manufacturing Sites; (D) the validation of clinical trial regulatory submissionscommercial Manufacturing processes for Commercial API and Commercial Product (including the Manufacture of validation batches); and (E) CMC (chemistry, manufacturing and controls) development activities in support of obtaining or maintaining Regulatory Approval(s), (“Development Services”). For clarity, Development Services are not intended to include activities in support of manufacturing and supply of Product that are customary in respect of manufacturing and supply [***]. 3.2 The Purchaser may from time to time request that GSK perform Development Services, provided that: (A) if prior to receipt of NDA Approval, GSK shall [***]; (B) if on or after receipt of NDA Approval, GSK shall [***]; and (C) if GSK agrees to perform the requested Development Services, GSK shall (subject to the Parties agreeing the applicable Scope of Work in accordance with Clause 3.2(A) or 3.2(B) (as applicable) and Clause 3.3) perform such Development Services in accordance with the terms of this Agreement and the associated Scope of Work. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (“Development Services”), provided that such Development Services shall not include development work in anticipation of the manufacture or regulatory approval of active ingredients or products specifically for Commercialisation, provided, however, that GSK acknowledges and agrees that such Development Services may result in deliverables that can or will subsequently be used for Commercialisation (i.e., generation of new product configurations). 3.2 The Purchaser may from time to time request that GSK perform Development Services (but not, for the avoidance of doubt, any other Development). GSK shall consider each such request and shall, acting reasonably but in its sole discretion, taking due account of GSK’s and/or the Nominated Manufacturer’s and/or the GSK Group’s business, constraints, available resources and plans, determine whether or not to support the requested Development Services. 3.3 Any Development Services agreed between the Parties pursuant to Clause 3.2 shall be documented in a scope of work in the form set forth in Schedule 2 signed on behalf of each of the Parties (each a “Scope of Work”) which shall define the roles and responsibilities of the Parties in the performance of such Development Services, including the tasks to be completed and completed, any deliverables to be delivered by GSKGSK and the fees payable by the Purchaser (as determined in accordance with Schedule 2 (Scope of Work for Development Services)), together with a non-binding an agreed timeline for the performance, completion and/or delivery of the applicable Development Services. 3.3 3.4 If GSK is unable or unwilling to perform Development Services requested pursuant to Clause 3.2, GSK shall provide a reasonably detailed justification setting forth why it is not able or willing to perform such Development Services. 3.5 For the avoidance of doubt but without prejudice to Clause 3.12, GSK shall not be required to perform any Development other than Development Services agreed pursuant to this Clause 3 (Development Services). 3.6 Each Party shall use its Commercially Reasonable Efforts to perform the Development Services in accordance with the applicable Scope of Work and the timelines for the performance, completion and/or delivery of such Development Services set forth in the applicable Scope of Work. 3.4 3.7 Any deliverables (including Purchaser Materials) required to be provided by the Purchaser for the purposes of any Development Services shall be provided [***]. 3.8 Neither GSK nor any of its Affiliates shall bear any liability under or in relation to this Agreement in connection with any failure to perform, complete or deliver, or delay in performing, completing or delivering, any Development Services to the extent resulting from any failure, default or delay on the part of the Purchaser in performing the tasks and obligations, or delivering the deliverablesdeliverables (including any Purchaser Materials required for the performance of the Development Services by GSK), assigned to the Purchaser under the applicable Scope of Work or to the extent resulting from any delay in supply, or defect in, the Purchaser’s deliverables, provided that this Clause 3.8 is without prejudice to any liability GSK may have (whether under this Agreement or under the Clinical Supply Agreement) in respect of any defect in Purchaser Materials required as deliverables for the purposes of any Development Services. 3.5 3.9 The Purchaser shall pay to GSK (or its nominated Affiliate) such fees, costs, expenses, payments and other sums as may be specified in a Scope of Work. Insofar as a Scope of Work provides for fees to be determined by reference to the FTE Rate, such FTE Rate shall be payable only in respect of time spent engaged in the activities covered by such Scope of Work. In the event that the Scope of Work does not provide for the payment of fees, costs, expenses, milestone payments or other sums, the Purchaser shall reimburse to GSK (or its nominated Affiliate) all costs and expenses incurred in respect of the Development Services undertaken pursuant to such Scope of Work, provided that such costs and expenses are agreed in advance by the Parties. 3.6 3.10 Any proposed change or addition to the Development Services or the timeline for the performance, completion or delivery of such Development Services shall be deemed a proposal to change the Scope of Work (a “Scope Change”). Either Party may propose a Scope Change, but no Scope Change shall be implemented without the prior written agreement of the other Party. If a Scope Change is agreed by the Parties, the Parties shall document the Scope CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Change (including any change in fees payable) in a supplementary addendum to, or an amended and restated version of, the Scope of Work and, with effect from the date on which the Scope Change is so documented, all references in this Agreement to the Scope of Work shall be deemed to be references to the Scope of Work as so supplemented or amended and restated (as the case may be) and all references to the Development Services shall be deemed to be references to the Development Services as documented in the supplemented, or amended and restated, Scope of Work. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY If the Parties fail to agree on a Scope Change within [***]] of commencing discussions and a dispute arises, HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION such dispute shall be determined in accordance with the provisions of Clause 46 (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDDispute Resolution). 3.7 3.11 At the end of each month, GSK and the Purchaser shall review the status of the Development Services (and each Party shall share any relevant information for the purposes of such review) and, in the event of any Scope Change and/or delay in the performance of the Development Services, each Party shall use Commercially Reasonable Efforts to agree on new timeframes for the applicable Development Services. If the Parties fail to agree on new timeframes for the applicable Development Services within [***] of commencing discussions and a dispute arises, such dispute shall be determined in accordance with the provisions of Clause 45 46 (Dispute Resolution). 3.8 3.12 The Purchaser acknowledges that, save for the Development Services and with effect from the Effective Date, the GSK Group will not support any development work in respect of the Manufacture of any Product (including variations to Product Licences required as a result of such work), unless such work is required by Applicable LawLaw or GSK otherwise agrees to the performance of such development work in writing. The Purchaser shall [***] in respect of any such development work undertaken pursuant to this Clause 3.8 3.12 and the implementation of such development work, provided that [***]. 3.9 3.13 In the event that the Purchaser fails to pay any undisputed sum in respect of any Development Services, or any development work (or its implementation) for which the Purchaser is to bear the cost pursuant to Clause 3.83.12, then in such an event: (A) neither GSK nor its Affiliates shall bear any liability under this Agreement for any breach of its terms resulting from any failure to carry out, or delay in carrying out, such Development Services or other development work; and (B) the Purchaser shall indemnify each member of the GSK Group against all actions, Proceedings, demands and claims by any Third Party arising from any failure to carry out, or delay in carrying out, such work.

Development Services. 3.1 The Parties may agree that GSK shall perform certain Master Franchisee will provide, at Master Franchisee’s sole cost and expense, the following development work services (the “Development Services”) to Franchisees: ​ 9.13.1 Administer PLK’s development processes and procedures as described in connection with: (AExhibit C attached hereto; ​ ​ CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) the Manufacture and supply of New Clinical Product and/or New Clinical Placebo (including new configurations of such Products); and/or (B) the provision of data to enable Purchaser’s authoring of clinical trial regulatory submissions, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY OF REGULATION S-K. [***], *] INDICATES THAT INFORMATION HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTDREDACTED. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (“Development Services”)​ 9.13.2 Provide the Approved Plans and Specifications for all types of Restaurants; ​ 9.13.3 Provide architectural advice and consultation as necessary on plan revisions, provided that such Development Services shall not include layout and signs; ​ 9.13.4 Provide assistance, advice and consultation on zoning and other matters conducive to the development work in anticipation of a Restaurant for the manufacture or regulatory approval of active ingredients or products specifically for Commercialisation, approved location; provided, however, that GSK acknowledges and agrees none of these responsibilities should be construed to suggest that such Development Services may result in deliverables that can or will subsequently be used for Commercialisation (i.e., generation of new product configurations). 3.2 The Purchaser may from time to time request that GSK perform Development Services (but not, for the avoidance of doubt, any other Development). GSK shall consider each such request and shall, acting reasonably but in its sole discretion, taking due account of GSKit is Master Franchisee’s and/or the Nominated Manufacturer’s and/or the GSK Group’s business, constraints, available resources and plans, determine whether or not to support the requested Development Services. Any Development Services agreed between the Parties shall be documented in a scope of work in the form set forth in Schedule 2 (each a “Scope of Work”) which shall define the roles and responsibilities of the Parties in the performance of such Development Services, including the tasks to be completed and any deliverables to be delivered by GSK, together with a non-binding timeline for the performance, completion and/or delivery of the applicable Development Services. 3.3 Each Party shall use its Commercially Reasonable Efforts responsibility to perform the Development Services tasks of, or undertake tasks normally undertaken by, any kind of engineer, architect, surveyor or other professional Person or to otherwise provide any engineering, architectural, quantity surveying or other professional services; 9.13.5 analyze site packages prepared by Franchisees, administer PLK’s site selection policies in relation to proposed sites of Franchisees and grant Site Approval (subject to compliance with Exhibit C) for a proposed location of a Popeyes Restaurant; provided, however, that upon the occurrence of an MDA Termination Event, at PLK’s option and upon notice to Master Franchisee, PLK may terminate Master Franchisee’s right to grant Site Approval pursuant hereto; ​ 9.13.6 Conduct all necessary site-related studies (or procure that Franchisees conduct such studies), as may be called for by the Popeyes System or are otherwise appropriate, such as demographics and traffic studies; ​ 9.13.7 Inspect such site during construction and provide advice to Franchisees as necessary in relation to the franchise requirements; and 9.13.8 Verify that each Franchised Restaurant has been constructed in accordance with the applicable Scope of Work Approved Plans and the timelines for the performance, completion and/or delivery of such Development Services set forth in the applicable Scope of WorkSpecifications. 3.4 Neither GSK nor any of its Affiliates shall bear any liability under or in relation to this Agreement in connection with any failure to perform, complete or deliver, or delay in performing, completing or delivering, any Development Services resulting from any failure, default or delay on the part of the Purchaser in performing the tasks and obligations, or delivering the deliverables, assigned to the Purchaser under the applicable Scope of Work or resulting from any delay in supply, or defect in, the Purchaser. 3.5 The Purchaser shall pay to GSK (or its nominated Affiliate) such fees, costs, expenses, payments and other sums as may be specified in a Scope of Work. In the event that the Scope of Work does not provide for the payment of fees, costs, expenses, milestone payments or other sums, the Purchaser shall reimburse to GSK (or its nominated Affiliate) all costs and expenses incurred in respect of the Development Services undertaken pursuant to such Scope of Work, provided that such costs and expenses are agreed in advance by the Parties. 3.6 Any proposed change or addition to the Development Services or the timeline for the performance, completion or delivery of such Development Services shall be deemed a proposal to change the Scope of Work (a “Scope Change”). Either Party may propose a Scope Change, but no Scope Change shall be implemented without the prior written agreement of the other Party. If a Scope Change is agreed by the Parties, the Parties shall document the Scope Change (including any change in fees payable) in a supplementary addendum to, or an amended and restated version of, the Scope of Work and, with effect from the date on which the Scope Change is so documented, all references in this Agreement to the Scope of Work shall be deemed to be references to the Scope of Work as so supplemented or amended and restated (as the case may be) and all references to the Development Services shall be deemed to be references to the Development Services as documented in the supplemented, or amended and restated, Scope of Work. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 3.7 At the end of each month, GSK and the Purchaser shall review the status of the Development Services (and each Party shall share any relevant information for the purposes of such review) and, in the event of any Scope Change and/or delay in the performance of the Development Services, each Party shall use Commercially Reasonable Efforts to agree on new timeframes for the applicable Development Services. If the Parties fail to agree on new timeframes for the applicable Development Services within [***] of commencing discussions and a dispute arises, such dispute shall be determined in accordance with the provisions of Clause 45 (Dispute Resolution). 3.8 The Purchaser acknowledges that, save for the Development Services and with effect from the Effective Date, the GSK Group will not support any development work in respect of the Manufacture of any Product (including variations to Product Licences required as a result of such work), unless such work is required by Applicable Law. The Purchaser shall [***] in respect of any such development work undertaken pursuant to this Clause 3.8 and the implementation of such development work, provided that [***]. 3.9 In the event that the Purchaser fails to pay any undisputed sum in respect of any Development Services, or any development work (or its implementation) for which the Purchaser is to bear the cost pursuant to Clause 3.8, then in such an event: (A) neither GSK nor its Affiliates shall bear any liability under this Agreement for any breach of its terms resulting from any failure to carry out, or delay in carrying out, such Development Services or other development work; and (B) the Purchaser shall indemnify each member of the GSK Group against all actions, Proceedings, demands and claims by any Third Party arising from any failure to carry out, or delay in carrying out, such work.

Development Services. 3.1 The Parties may agree (i) During the period commencing on the Effective Date and ending on the date that GSK shall perform certain development work in connection with: an IND is filed for the Covered Product, and on a Calendar Quarter-by-Calendar Quarter basis, (A) BioCryst shall pay Clearside Seventy-Five Thousand Dollars ($75,000) (the Manufacture “Services Fee”) for Clearside’s assistance and supply support services relating to the Development of New Clinical Product and/or New Clinical Placebo the Covered Product, Clearside Devices or the Clearside Technology during such Calendar Quarter, including, without limitation, assistance in the training and use of a Clearside Device or the Clearside Technology, updates to and further development of a Clearside Device (including new configurations of such Products); and/or (B) the provision of data to enable Purchaser’s authoring of clinical trial regulatory submissions, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (“Development Services”), provided that such Development Services and (B) BioCryst shall not include development work in anticipation of the manufacture or regulatory approval of active ingredients or products specifically reimburse Clearside for Commercialisation, provided, however, that GSK acknowledges any and agrees that such Development Services may result in deliverables that can or will subsequently be used for Commercialisation (i.e., generation of new product configurations). 3.2 The Purchaser may from time to time request that GSK perform Development Services (but not, for the avoidance of doubt, any other Development). GSK shall consider all Out-of-Pocket Costs incurred by Clearside during each such request and shall, acting reasonably but in its sole discretion, taking due account of GSK’s and/or the Nominated Manufacturer’s and/or the GSK Group’s business, constraints, available resources and plans, determine whether or not to support the requested Development Services. Any Development Services agreed between the Parties shall be documented in a scope of work Calendar Quarter in the form set forth in Schedule 2 (each a “Scope course of Work”) which shall define providing the roles and responsibilities of the Parties in the performance of such Development Services, including the tasks without limitation, any fees or expenses paid to be completed and any deliverables to be delivered a Third Party laboratory or vendor engaged by GSK, together with a non-binding timeline for the performance, completion and/or delivery of the applicable Development Services. 3.3 Each Party shall use its Commercially Reasonable Efforts Clearside to perform the Development Services in accordance with the applicable Scope of Work and the timelines for the performanceanalytical, completion and/or delivery of such Development Services set forth in the applicable Scope of Work. 3.4 Neither GSK nor any of its Affiliates shall bear any liability under contract research or in relation to this Agreement manufacturing services in connection with any failure to performsuch Development Services. For clarity, complete or deliver, or delay in performing, completing or delivering, any Development Services resulting from any failure, default or delay on the part of the Purchaser in performing the tasks and obligations, or delivering the deliverables, assigned to the Purchaser under the applicable Scope of Work or resulting from any delay in supply, or defect in, the Purchaser. 3.5 The Purchaser shall pay to GSK (or its nominated Affiliate) such fees, costs, expenses, payments and other sums as may be specified in a Scope of Work. In the event that the Scope of Work does not provide for the payment of fees, costs, expenses, milestone payments or other sums, the Purchaser shall reimburse to GSK (or its nominated Affiliate) all costs and expenses incurred in respect of the Development Services undertaken pursuant to such Scope of Work, provided that such costs and expenses are agreed in advance by the Parties. 3.6 Any proposed change or addition to the Development Services or the timeline for the performance, completion or delivery of such Development Services shall be deemed a proposal to change the Scope of Work (a “Scope Change”). Either Party may propose a Scope Changeexclude, but and no Scope Change fees shall be implemented without the prior written agreement owed by BioCryst to Clearside for, any assistance required in Section 2.5 (Transfer of the other Party. If a Scope Change is agreed by the PartiesKnow-How), the Parties shall document the Scope Change required elsewhere in this Section 3.2 (including any change in fees payable) in a supplementary addendum toDevelopment), or an amended and restated version of, the Scope of Work and, with effect from the date on which the Scope Change is so documented, all references in otherwise expressly required under this Agreement to the Scope of Work shall be deemed to be references to the Scope of Work as so supplemented or amended and restated Agreement. Within [***] (as the case may be) and all references to the Development Services shall be deemed to be references to the Development Services as documented in the supplemented, or amended and restated, Scope of Work. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***]) days after the Effective Date, HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION the Parties will agree in writing on the scope of Development Services to be provided and the terms applicable to Clearside’s provision of Development Services to BioCryst, all of which shall be appended hereto as Exhibit 3.2(d) (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDClearside Development Services). 3.7 At (ii) Clearside shall invoice the end of each month, GSK Services Fee and the Purchaser shall review the status of the Development Services (and Out-of-Pocket Costs incurred by Clearside during each Party shall share any relevant information for the purposes of such review) and, Calendar Quarter in the event course of any Scope Change and/or delay in providing the performance of the Development Services, each Party shall use Commercially Reasonable Efforts to agree on new timeframes for the applicable Development Services. If the Parties fail to agree on new timeframes for the applicable Development Services within [***] of commencing discussions and a dispute arises, such dispute shall be determined in accordance with the provisions of Clause 45 (Dispute Resolution). 3.8 The Purchaser acknowledges that, save for the Development Services and with effect from the Effective Date, the GSK Group will not support any development work in respect of the Manufacture of any Product (including variations to Product Licences required as a result of such work), unless such work is required by Applicable Law. The Purchaser shall [***] in respect of any such development work undertaken pursuant to this Clause 3.8 and the implementation of such development work, provided that [***]) days after the end thereof. BioCryst’s payment of such invoices shall proceed in accordance with Section 5.6 (Invoices). 3.9 In the event that the Purchaser fails to pay any undisputed sum in respect of any Development Services, or any development work (or its implementation) for which the Purchaser is to bear the cost pursuant to Clause 3.8, then in such an event: (A) neither GSK nor its Affiliates shall bear any liability under this Agreement for any breach of its terms resulting from any failure to carry out, or delay in carrying out, such Development Services or other development work; and (B) the Purchaser shall indemnify each member of the GSK Group against all actions, Proceedings, demands and claims by any Third Party arising from any failure to carry out, or delay in carrying out, such work.

Development Services. 3.1 The Parties may agree that GSK shall perform certain development work in connection with: (A) the Manufacture and supply of New Clinical Product and/or New Clinical Placebo (including new configurations of such Products); and/or (B) the provision of data to enable Purchaser’s authoring of clinical trial regulatory submissions, [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***]BRACKETS, HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED IS FILED WITH THE INFORMATION (I) IS NOT MATERIAL SECURITIES AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM EXCHANGE COMMISSION PURSUANT TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDRULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (“Development Services”), provided that such Development Services shall not include development work in anticipation of the manufacture or regulatory approval of active ingredients or products specifically for Commercialisation, provided, however, that GSK acknowledges and agrees that such Development Services may result in deliverables that can or will subsequently be used for Commercialisation (i.e., generation of new product configurations). 3.2 The Purchaser may from time to time request that GSK perform Development Services (but not, for the avoidance of doubt, any other Development). GSK shall consider each such request and shall, acting reasonably but in its sole discretion, taking due account of GSK’s and/or the Nominated Manufacturer’s and/or the GSK Group’s business, constraints, available resources and plans, determine whether or not to support the requested Development Services. Any Development Services agreed between the Parties shall be documented in a scope of work in the form set forth in Schedule 2 (each a “Scope of Work”) which shall define the roles and responsibilities of the Parties in the performance of such Development Services, including the tasks to be completed and any deliverables to be delivered by GSK, together with a non-binding timeline for the performance, completion and/or delivery of the applicable Development Services. 3.3 Each Party shall use its Commercially Reasonable Efforts to perform the Development Services in accordance with the applicable Scope of Work and the timelines for the performance, completion and/or delivery of such Development Services set forth in the applicable Scope of Work. 3.4 Neither GSK nor any of its Affiliates shall bear any liability under or in relation to this Agreement in connection with any failure to perform, complete or deliver, or delay in performing, completing or delivering, any Development Services resulting from any failure, default or delay on the part of the Purchaser in performing the tasks and obligations, or delivering the deliverables, assigned to the Purchaser under the applicable Scope of Work or resulting from any delay in supply, or defect in, the Purchaser. 3.5 The Purchaser shall pay to GSK (or its nominated Affiliate) such fees, costs, expenses, payments and other sums as may be specified in a Scope of Work. In the event that the Scope of Work does not provide for the payment of fees, costs, expenses, milestone payments or other sums, the Purchaser shall reimburse to GSK (or its nominated Affiliate) all costs and expenses incurred in respect of the Development Services undertaken pursuant to such Scope of Work, provided that such costs and expenses are agreed in advance by the Parties. 3.6 Any proposed change or addition to the Development Services or the timeline for the performance, completion or delivery of such Development Services shall be deemed a proposal to change the Scope of Work (a “Scope Change”). Either Party may propose a Scope Change, but no Scope Change shall be implemented without the prior written agreement of the other Party. If a Scope Change is agreed by the Parties, the Parties shall document the Scope Change (including any change in fees payable) in a supplementary addendum to, or an amended and restated version of, the Scope of Work and, with effect from the date on which the Scope Change is so documented, all references in this Agreement to the Scope of Work shall be deemed to be references to the Scope of Work as so supplemented or amended and restated (as the case may be) and all references to the Development Services shall be deemed to be references to the Development Services as documented in the supplemented, or amended and restated, Scope of Work. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***]BRACKETS, HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED IS FILED WITH THE INFORMATION (I) IS NOT MATERIAL SECURITIES AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM EXCHANGE COMMISSION PURSUANT TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDRULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 3.7 At the end of each month, GSK and the Purchaser shall review the status of the Development Services (and each Party shall share any relevant information for the purposes of such review) and, in the event of any Scope Change and/or delay in the performance of the Development Services, each Party shall use Commercially Reasonable Efforts to agree on new timeframes for the applicable Development Services. If the Parties fail to agree on new timeframes for the applicable Development Services within [***] of commencing discussions and a dispute arises, such dispute shall be determined in accordance with the provisions of Clause 45 (Dispute Resolution). 3.8 The Purchaser acknowledges that, save for the Development Services and with effect from the Effective Date, the GSK Group will not support any development work in respect of the Manufacture of any Product (including variations to Product Licences required as a result of such work), unless such work is required by Applicable Law. The Purchaser shall [***] in respect of any such development work undertaken pursuant to this Clause 3.8 and the implementation of such development work, provided that [***]. 3.9 In the event that the Purchaser fails to pay any undisputed sum in respect of any Development Services, or any development work (or its implementation) for which the Purchaser is to bear the cost pursuant to Clause 3.8, then in such an event: (A) neither GSK nor its Affiliates shall bear any liability under this Agreement for any breach of its terms resulting from any failure to carry out, or delay in carrying out, such Development Services or other development work; and (B) the Purchaser shall indemnify each member of the GSK Group against all actions, Proceedings, demands and claims by any Third Party arising from any failure to carry out, or delay in carrying out, such work.