Common use of Effect of Exercise Clause in Contracts

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) Xxxxxx shall provide Enanta, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.

Effect of Exercise. If Enanta exercises (a) Upon receipt by the Co-Development Company of (i) this Warrant, a Notice of Exercise and Profit Share Option proper payment of the Exercise Price as provided in Section 2 and Section 4 (or a Notice of Exercise designating a cashless exercise as provided in Section 5) or (ii) this Warrant and proper payment of the Exercise Price as provided in Section 3 and Section 4 (or a Notice of Exercise designating a cashless exercise as provided in Section 5), the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder or its designee as the record holder of such Warrant Shares as of the close of business on the date on which such receipt occurs, and the Holder or such designee shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder or its designee. As promptly as practicable, and in any event within three (3) Business Days after such Warrant Shares are deemed issued, (i) provided that the Company’s transfer agent is then participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, the Company will cause to be credited such aggregate number of such Warrant Shares to the balance account with respect DTC of the Holder or its designee through the Deposit Withdrawal Agent Commission system, or (B) if the Company’s transfer agent is not then participating in the DTC Fast Automated Securities Transfer Program, the Company will issue and deliver to the address as specified in the Notice of Exercise or in a Compound or Candidatenotice accompanying delivery of this Warrant to the Company pursuant to Section 3, as the case may be, a stock certificate or certificates for the Warrant Shares issuable upon such exercise of this Warrant, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. The stock certificate(s) so delivered shall be in any such denominations as described may be reasonably specified by the Holder in the Notice of Exercise or in a notice accompanying delivery of this Warrant to the Company pursuant to Section 5.1 then: (a) that Compound or Candidate3, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) Xxxxxx shall provide Enanta, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.

Effect of Exercise. If Enanta exercises Inspire delivers a Notice of Exercise to InSite during the CoAzaSite Xtra Option Period, (i) subject to InSite’s receipt of the payment specified in this Section 2.12.(h)(iii), AzaSite Xtra shall be deemed a Subject Product, (ii) InSite shall deliver to Inspire a detailed accounting of all AzaSite Xtra Development Expenses within ten (10) Business Days following InSite’s receipt of the Notice of Exercise, and (iii) Inspire shall pay to InSite a one-Development time payment equal to the lesser of ***. Following its exercise of the AzaSite Xtra Option, Inspire shall pay InSite the following royalties on Net Sales of AzaSite Xtra in the Territory: (i) for so long as InSite remains obligated to make payments to *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION *** debt holders under the Senior Secured Notes (or any notes issued in exchange for the Senior Secured Notes), where such payments are related to royalty payment obligations pursuant to the Agreement, Inspire shall pay InSite royalties on Net Sales of AzaSite Xtra as contemplated in Article 5 of the Agreement; and Profit Share (ii) in the event that InSite is no longer under such obligations to such debt holders under the Senior Secured Notes (or any notes issued in exchange for the Senior Secured Notes), InSite agrees to negotiate in good faith, during the AzaSite Xtra Option Period, a separate royalty buy-down agreement with Inspire with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) AzaSite Xtra; provided that Compound or Candidate, as the case may be, will thereafter any modification to royalty payment obligations with respect to AzaSite Xtra shall be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide subject to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by agreement of the Parties to the JSC not less than annually; (c) Xxxxxx shall provide Enanta, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect a separate amendment to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.

Effect of Exercise. If Enanta exercises Landlord shall send Tenant an Expansion Notice as aforesaid, Landlord and Tenant shall enter into an amendment of this Lease acceptable to Landlord and Tenant to provide for (i) the Co-Development inclusion of the Expansion Space in the Premises; (ii) if and Profit Share Option with respect only if the Expansion Date shall occur on or before the Rent Increase Date, an increase in the Basic Rent (due to a Compound or Candidatethe addition of the Expansion Space to the Premises) payable for the period commencing on the Expansion Date and terminating on the day preceding the Rent Increase Date, as in an amount equal to the case may beproduct of (A) $1.45 multiplied by, as described in Section 5.1 then: (aB) that Compound or Candidate, as ------------- the case may be, will thereafter be number of rentable square feet of space deemed to be a Co-Developed Product for purposes of this Agreement; (b) in the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annuallyExpansion Space; (c) Xxxxxx shall provide Enantawhether the Expansion Date occurs prior to or after the Rent Increase Date, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within an increase in the Co-Development Territory for each Calendar Quarter Basic Rent payable for the next five period commencing on the later of the Expansion Date or the Rent Increase Date and terminating on the Term Expiration Date,in an amount equal to the product of (5A) Calendar Years$1.55 multiplied by (B) ------------- the number of rentable square feet of space deemed to be in the Expansion Space; (d) except a modification of the definition of Tenant's Share to accurately represent the percentage that the useable area deemed to be in the Premises, together with respect the useable area deemed to be in the Expansion Space, bears to the allocation of Shared Clinical Trial Costs total useable area deemed to be in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on Facility and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal subject to the Enanta Co-Development Percentage; terms of Article XXX, a modification of Article XXX to provide for one (f1) the Parties shall negotiate additional listing of a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx will negotiate in good faith Related Corporation on the terms for interior signage in all directories of the development and commercialization Building(s) which the Tenant named herein occupies. In addition, on or prior to the Expansion Date, Tenant shall furnish Landlord with the Additional Security Deposit. For purposes of this Article, the rentable square area of any premises in question shall be determined by multiplying the useable area thereof by a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreementtwelve percent (12%) load factor.

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. the JSC not less than annually; (c) Xxxxxx Abbott shall provide Enanta, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Shared Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development TerritoryDate; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product, such number to equal the Enanta Co-Development Percentage of the total sales force the JDCC has reasonably determined is appropriate for the successful commercialization of the Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development PercentageTerritory; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx Abbott will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.

Effect of Exercise. If Enanta exercises Upon receipt by the Co-Development and Profit Share Option Company of a Notice of Exercise, together with respect to a Compound or Candidateproper payment of the Exercise Price, as provided in this Section 2, the case may be, as described in Section 5.1 then: (a) Company agrees that Compound or Candidate, as the case may be, will thereafter such Warrant Shares shall be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide issued to the JSC for its review Holder as the record holder of such Warrant Shares as of the close of business on the date on which the Notice of Exercise has been delivered and approval a Marketing and Sales Plan payment has been made for such Co-Developed Product within Warrant Shares in accordance with this Agreement and the Co-Development Territory which Holder shall be updated and submitted by deemed to be the Parties holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the JSC not less than annually; Holder. On or before the fifth business day following the date on which the Company has received each of the Notice of Exercise, the Aggregate Exercise Price (cor notice of a cashless exercise) Xxxxxx shall provide Enanta, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur and this Warrant (or an indemnification undertaking with respect to that Co-Developed Product within this Warrant in the Co-Development Territory for each Calendar Quarter case of its loss, theft or destruction) (the "Exercise Delivery Documents"), the Company shall (X) issue and deliver to the address as specified in the Notice of Exercise, a certificate, registered in the name of the holder of this Warrant or its designee, for the next number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Company's transfer agent (the "Transfer Agent") is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder of this Warrant is entitled pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Warrant Shares subject to purchase hereunder within five (5) Calendar Years; (d) except with respect to business days of receipt of the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this AgreementWarrant.

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) Xxxxxx Abbott shall provide Enanta, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Shared Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development TerritoryDate; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product, such number to equal the Enanta Co-Development Percentage of the total sales force the JDCC has reasonably determined is appropriate for the successful commercialization of the Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development PercentageTerritory; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx Abbott will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission.

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) Xxxxxx Abbott shall provide Enanta, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Shared Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development TerritoryDate; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product, such number to equal the Enanta Co-Development Percentage of the total sales force the JDCC has reasonably determined is appropriate for the successful commercialization of the Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development PercentageTerritory; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx Abbott will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) Xxxxxx shall provide Enanta, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. the Co-Development Territory; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.

Effect of Exercise. If Enanta exercises Provided this Lease shall be in full force and effect and Tenant shall not be in default hereunder, Tenant shall have the Co-Development right, exercisable by notice to Landlord given within ten (10) days of the date of Landlord's Notice, the time of giving of such notice to be of the essence of this agreement, to lease such portion of the ROFO Space upon the terms and Profit conditions contained in Landlord's Notice, in which event Landlord and Tenant shall enter into an amendment of this Lease acceptable to Landlord and Tenant to provide for (i) the inclusion of such portion of the ROFO Space in the Premises; (ii) an increase in the Rent by an amount equal to the fair market thereof as determined by Landlord in its sole but reasonable judgment; and (iii) a modification of the definition of Tenant's Share Option to accurately represent the percentage that the rentable area deemed to be in the Premises, together with respect the rentable area deemed to a Compound be in the ROFO Space, bears to the total rentable area deemed to be contained in the Facility. In all other respects, the terms and conditions contained in this Lease (including escalations and base years) shall remain unmodified. In the event that Tenant fails to exercise its right as aforesaid within ten (10) days of the date of Landlord's Notice or, in the event Tenant shall have exercised its right and Landlord and Tenant shall not have executed an amendment of this Lease as aforesaid within twenty (20) days from the date of Landlord's Notice or Candidatewithin ten (10) days of Landlord's providing the amendment to Tenant for execution, as the case may bewhichever is later, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter Tenant shall be deemed to be a Co-Developed Product for purposes of have waived its rights under this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) Xxxxxx shall provide EnantaArticle XXXIII, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta Landlord shall have the absolute right to employ a number lease such portion or any other portion of Enanta Representatives the ROFO Space to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; any other person or entity and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party Tenant shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in no further rights under this AgreementArticle XXXIII.

Effect of Exercise. If Enanta exercises Provided this Lease shall be in full force and effect and Tenant shall not be in default hereunder beyond the Co-Development expiration of any applicable grace or cure period, either at the time of the exercise of the option or upon the inclusion of such ROFO Space in the Premises, Tenant shall have the right, exercisable by notice to Landlord given within ten (10) business days of the date of Landlord's Notice, the time of giving of such notice to be of the essence of this agreement, to lease the entire ROFO Space identified in Landlord's notice, upon the terms and Profit conditions contained in Landlord's Notice, in which event Landlord and Tenant shall enter into an amendment of this Lease reasonably acceptable to Landlord and Tenant to provide for (i) the inclusion of such ROFO Space in the Premises; (ii) an increase in the Rent by an amount equal to the fair market value of the ROFO Space as determined by Landlord in its sole but reasonable judgment, (iii) a modification of the definition of Tenant's Share Option to accurately represent the percentage that the rentable area deemed to be in the Premises, together with respect the rentable area deemed to a Compound or Candidatebe in the ROFO Space; it being understood and agreed that such rentable area shall be determined in accordance with BOMAI Standards, as modified pursuant to the case may beterms of Section 2.02 hereof, bears to the total rentable area deemed to be contained in the Facility, and (iv) an increase in the number of non-exclusive, un-reserved surface parking spaces by an amount equal to four (4) such spaces per one thousand (1000) usable square feet of space in any such ROFO Space included in the Premises. In all other respects, the terms and conditions contained in this Lease (including the Term, escalations and base years) shall remain unmodified. In the event that Tenant fails to exercise its right as described aforesaid within ten (10) business days of the date of Landlord's Notice or, in Section 5.1 then: the event Tenant shall have exercised its right and Landlord and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (a30) that Compound days from the date of Landlord's Notice or Candidatewithin ten (10) business days of Landlord's providing the amendment to Tenant for execution, as the case may bewhichever is later, will thereafter Tenant shall be deemed to be a Co-Developed Product for purposes of have waived its rights under this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) Xxxxxx shall provide EnantaArticle XXX, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development Territory; (e) Enanta Landlord shall have the absolute right to employ a number of Enanta Representatives lease such ROFO Space to Co-Promote such Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development Percentage; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; any other person or entity and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party Tenant shall have no further rights under this Article XXX. Notwithstanding the right foregoing, if Tenant shall not exercise its rights to propose lease any portion of the addition ROFO Space solely as a result of other therapeutically or biologically active ingredients for inclusion Tenant's disagreement with a Co-Developed Product Landlord's determination of the Fair Market Rental Value thereof, then provided that Tenant shall have notified Landlord of such disagreement within ten (10) days of the date of Landlord's Notice, the time of giving such notice to create a Combination Product. Enanta and Xxxxxx will negotiate in good faith on be of the terms for the development and commercialization essence of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.agreement, then

Effect of Exercise. If Enanta exercises the Co-Development and Profit Share Option with respect to a Compound or Candidate, as the case may be, as described in Section 5.1 then: (a) that Compound or Candidate, as the case may be, will thereafter be deemed to be a Co-Developed Product for purposes of this Agreement; (b) the Parties shall prepare and provide to the JSC for its review and approval a Marketing and Sales Plan for such Co-Developed Product within the Co-Development Territory which shall be updated and submitted by the Parties to the JSC not less than annually; (c) Xxxxxx Abbott shall provide Enanta, as promptly as possible thereafter, with Xxxxxx’x revised non-binding, good faith estimate of Development Costs it expects to incur with respect to that Co-Developed Product within the Co-Development Territory for each Calendar Quarter for the next five (5) Calendar Years; (d) except with respect to the allocation of Shared Clinical Trial Costs in accordance with Section 5.4, Enanta shall be responsible for the Enanta Co-Development Percentage of all Shared Development Costs applicable to that Co-Developed Product incurred on and after the Co-Development and Profit Share Option Exercise Date within the Co-Development TerritoryDate; (e) Enanta shall have the right to employ a number of Enanta Representatives to Co-Promote such Co-Developed Product, such number to equal the Enanta Co-Development Percentage of the total sales force the JDCC has reasonably determined is appropriate for the successful commercialization of the Co-Developed Product in the Co-Development Territory equal to the Enanta Co-Development PercentageTerritory; (f) the Parties shall negotiate a Co-Promotion Agreement for such Co-Developed Product in accordance with Section 5.7; and (g) Enanta shall receive the Enanta Co-Development Percentage of all Operating Income derived from that Co-Developed Product in accordance with Section 6.5.2. The Parties hereby acknowledge and agree that either Party shall have the right to propose the addition of other therapeutically or biologically active ingredients for inclusion with a Co-Developed Product to create a Combination Product. Enanta and Xxxxxx Abbott will negotiate in good faith on the terms for the development and commercialization of a Combination Product created from a Co-Developed Product that have not been contemplated in this Agreement.. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. 5 B4915203.1 M. Section 5.3.1 (Reconciliation of Development Costs) of the Agreement is hereby deleted in its entirety, and the following Section 5.3.1 is inserted in lieu of the deleted Section: