Common use of Purchaser’s Obligations Clause in Contracts

Purchaser’s Obligations. 4.1 Subject to Clause 30.4, during the Term, the Purchaser shall purchase [***] of its requirements for Products from GSK (or the Nominated Supplier) in accordance with this Agreement. 4.2 The Purchaser shall not (itself or through any Third Party): (A) expressly or implicitly market, advertise or otherwise promote in any way the sale of any Product as a GSK Group product or as containing any GSK Group product; or (B) use the name or logo of any member of the GSK Group in connection with any Product, in each case, unless (and only to the extent) required to do so by Applicable Law. If the Purchaser contends that it is required by Applicable Law to do any act or thing covered by this Clause 4.2, it shall: (i) prior to doing any such act or thing, provide GSK with a copy of all relevant materials; and 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. (ii) consider in good faith any comments GSK may have in respect of the manner in which the name of any member of the GSK Group is used in such materials; and (iii) if such materials include the logo of any member of the GSK Group, not use such materials without GSK’s prior written approval (such approval not to be unreasonably withheld). For the avoidance of doubt, a breach of this Clause 4.2 will constitute a material breach of this Agreement. 4.3 Purchaser shall manage or perform all services for Clinical Trial labelling and distribution to the Purchaser’s Clinical Trial centres.

Purchaser’s Obligations. 4.1 Subject to Clause 30.4, during the Term, the Purchaser shall purchase [***] of its requirements for Products from GSK (or the Nominated Supplier) in accordance with this Agreement. 4.2 The Purchaser shall not (itself or through take any Third Party):steps in relation to the Companies which could reasonably be expected to have a material adverse impact on the ability of the Companies to achieve the goals defined for the earnout payments agreed in art. 2.2.2. In particular, the Purchaser until December 31, 2006 (Aa) expressly or implicitly market, advertise Shall not and shall not cause the Companies to transfer any business activities conducted on the Closing Date out of the Companies or otherwise promote in any way the sale of any Product as a GSK Group product or as containing any GSK Group product; ordiscontinue such business activities; (Bb) Shall not and shall not cause the Companies to change the legal holding structure of the Companies set forth in Schedule 8.2b or the Company’s range of consolidation under IFRS; (c) Shall not require the dismissal or change of the roles other than for important reasons of the employees listed in Schedule 8.2c; (d) Shall not and shall not require the Companies to discontinue to use the name “SwissQual” as part of their legal company name the trademarks “SwissQual”, “Seven.Five” and “Qualipoc” for their products and services except due to valid reason such as where there is reason to believe that the use of such trademark may give rise to a legal liability or logo of further increases any member of existing liability. Notwithstanding the GSK Group foregoing, during such period the branding plan set forth in connection with any Product, in each case, unless (and only to the extent) required to do so by Applicable Law. If the Purchaser contends that it is required by Applicable Law to do any act or thing covered by this Clause 4.2, it shall: (i) prior to doing any such act or thing, provide GSK with a copy of all relevant materials; and 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 DISCLOSEDSchedule 8.2d will be followed. (iie) consider Undertakes that any general reduction in good faith any comments GSK headcount and/or costs by the Spirent Group will not apply to the Companies; (f) Undertakes that the Company will have access to sufficient financial resources in order to meet working capital and capex requirements as reasonably required under the 2006 Budget and in the ordinary course of the Business; and, until June 30, 2007 (g) Will not require a change to the supply chain and the research and development functions of the Companies insofar as it may have in respect a negative impact on the opportunity to achieve an earnout under part 3 of the manner in which the name Schedule 2.2.2.(iv) of any member of the GSK Group is used in such materials; and (iii) if such materials include the logo of any member of the GSK Group, not use such materials without GSK’s prior written approval (such approval not to be unreasonably withheld)this Agreement. For the avoidance of doubt: (i) any action with prior written consent of Seller’s Agent, (ii) any action pursuant to the agreed integration plan attached hereto as Schedule 8.2e or the branding plan attached hereto as Schedule 8.2d, (iii) any actions required by law, as well as (iv) any Corrective Actions taken pursuant to art. 8.4 will not constitute a breach of Purchaser’s undertakings as set out in this Clause 4.2 will constitute a material art. 8.2. The breach of this Agreementonly one Quarterly Hurdle as defined in Schedule 8.1b shall, however, not allow Purchaser (i) to terminate the employment/consultancy agreements of the Founders and ▇▇. ▇▇▇▇▇▇ or change their roles (other than termination for important reason), and (ii) to reduce the sales force of the Companies as defined in the 2006 Budget (other than termination for important reason). 4.3 Purchaser shall manage or perform all services for Clinical Trial labelling and distribution to the Purchaser’s Clinical Trial centres.

Purchaser’s Obligations. 4.1 Subject a) At least five (5) calendar days prior to Clause 30.4the anticipated filing date of the Registration Statement, during the TermCompany shall notify the Purchaser in writing of the information the Company requires from the Purchaser for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Purchaser agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall purchase [***] of its requirements for Products from GSK (or execute such documents in connection with such registration as the Nominated Supplier) in accordance with this Agreement. 4.2 Company may reasonably request. The Purchaser shall not (itself or through any Third Party): (A) expressly or implicitly marketcovenants and agrees that, advertise or otherwise promote in any way the sale of any Product as a GSK Group product or as containing any GSK Group product; or (B) use the name or logo of any member of the GSK Group in connection with any Productsale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in each caseconnection with the preparation and filing of any Registration Statement hereunder, unless (and only to the extent) required to do so by Applicable Law. If the Purchaser contends that it is required by Applicable Law has notified the Company in writing of an election to do any act or thing covered by this Clause 4.2, it shall: (i) prior to doing any exclude all of the Purchaser’s Registrable Securities from such act or thing, provide GSK with a copy of all relevant materials; and 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 DISCLOSEDRegistration Statement. (iic) consider in good faith any comments GSK may have in respect The Purchaser agrees that, upon receipt of written notice from the Company of the manner in which the name happening of any member event of the GSK Group is used kind described in such materials; and item (iii) if of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such materials include the logo of any member of the GSK Group, not use such materials without GSK’s prior written approval (such approval not to be unreasonably withheld). For the avoidance of doubt, a breach of this Clause 4.2 will constitute a material breach of this Agreement. 4.3 Purchaser shall manage or perform all services for Clinical Trial labelling and distribution to Registrable Securities until the Purchaser’s Clinical Trial centresreceipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j).

Purchaser’s Obligations. 4.1 Subject (i) During the Contingent Payment Period, Purchaser shall, and shall cause its Subsidiaries to, use commercially reasonable efforts, consistent with Purchaser’s ordinary course of conduct to Clause 30.4market and sell the Systems in those jurisdictions where they have been approved for sale; provided, during that whether certain efforts by Purchaser are deemed to be “commercially reasonable” with respect to the TermSystems shall be determined in light of all relevant factors, taken as a whole, including but not limited to past sales and future market potential of the Systems (including reasonably anticipated and actual profit margin), the level of regulatory approval that may be available for the Systems (including but not limited to the extent of the indications for which the Systems have been approved), the level of reimbursement that is available for the Systems, the safety and efficacy of the Systems, the level of Intellectual Property protection of the Systems, the presence of third-party Intellectual Property, technology and products that may impact the marketability of the Systems, the effectiveness and pricing of alternative technologies on the market for the Systems, obsolescence of the Systems, changes in conditions in any market relevant to the manufacturing, marketing or sale of the Systems and related reimbursements, the presence or absence of particularly difficult manufacturing issues, and the likely availability and cost of necessary raw materials. For purposes of determining whether or not Purchaser is complying with its obligations under the first sentence of this Section 1.4(e), Purchaser’s marketing and sales efforts for the Systems shall purchase [***] of its requirements for Products from GSK (or be considered in the Nominated Supplier) in accordance with this Agreement. 4.2 The aggregate. Purchaser shall not (itself or through be deemed to be in breach of this Section 1.4(e) for any Third Party): particular period unless (A) expressly or implicitly marketPurchaser’s marketing and sales efforts with respect to the Systems during such period, advertise or otherwise promote in any way the sale of any Product taken as a GSK Group product or as containing any GSK Group product; or whole, are not commercially reasonable based upon the factors identified above, (B) use the name Seller Designee has reasonably identified to Purchaser by written notice the manner in which he or logo of any member of she believes the GSK Group in connection with any ProductPurchaser’s marketing and sales efforts are not commercially reasonable, in each case, unless and (B) Purchaser’s marketing and only sales efforts continue to not be commercially reasonable more than sixty (60) days following such written notice from the extent) required to do so by Applicable Law. If the Purchaser contends that it is required by Applicable Law to do any act or thing covered by this Clause 4.2, it shall: (i) prior to doing any such act or thing, provide GSK with a copy of all relevant materials; and 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 DISCLOSEDSeller Designee. (ii) consider Without limiting the foregoing, during the Contingent Payment Period, Purchaser shall not, and shall cause its Subsidiaries not to, take any actions in good bad faith any comments GSK may have and in respect the sales and marketing of the manner in which Systems or the name of any member operation of the GSK Group is used in such materials; andPurchaser, which are undertaken with the primary purpose of avoiding or delaying any Contingent Payments. (iii) if such materials include During the logo of any member Contingent Payment Period, Purchaser shall designate an individual management employee representative who is associated with the marketing and sale of the GSK GroupSystems who will be available via telephone, not use video or in person conference with a designee of the Sellers, who initially shall be ▇▇▇▇▇ (Chip) ▇▇▇▇▇▇ (the “Seller Designee”) and who has signed a nondisclosure agreement in the form and substance reasonably acceptable to the Purchaser, on a semiannual basis, to provide an update on progress toward the marketing and sale of the Systems, and who will provide such materials without GSK’s prior written other relevant information related to the marketing and sale of the Systems during such update conference, as is reasonably requested by the Sellers’ designee. Any replacement designee of the Sellers shall be subject to the approval (of Purchaser, such approval not to be unreasonably withheld). For the avoidance of doubt, a breach of this Clause 4.2 will constitute a material breach of this Agreementconditioned or delayed. 4.3 Purchaser shall manage or perform all services for Clinical Trial labelling and distribution to the Purchaser’s Clinical Trial centres.

Purchaser’s Obligations. 4.1 Subject (a) At least five (5) Business Days prior to Clause 30.4, during the Termfirst anticipated filing date of a Registration Statement, the Purchaser Company shall purchase [***] of its requirements for Products from GSK (or notify the Nominated Supplier) Purchasers in accordance with this Agreement. 4.2 The Purchaser shall not (itself or through any Third Party): (A) expressly or implicitly market, advertise or otherwise promote in any way the sale of any Product as a GSK Group product or as containing any GSK Group product; or (B) use the name or logo of any member writing of the GSK Group information the Company requires from the Purchasers if the Purchasers elects to have any of the Purchasers’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that (i) the Purchasers furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities, and (ii) the Purchasers execute such documents in connection with any Product, in each case, unless such registration as the Company may reasonably request. (b) The Purchasers covenants and only to the extent) required to do so agrees by Applicable Law. If the Purchaser contends its acquisition of such Registrable Securities that it is required by Applicable Law to do any act or thing covered by this Clause 4.2, it shall: (i) prior it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3.1(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3.1(c)(i)–(ii) and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to doing any such act or thing, provide GSK them in connection with a copy sales of all relevant materials; and 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 DISCLOSEDRegistrable Securities pursuant to the Registration Statement. (iic) consider in good faith any comments GSK may have in respect Upon receipt of a notice from the Company of the manner in which the name occurrence of any member event of the GSK Group is used kind described in Section 3.1(c)(ii)–(v) or Section 3.1(l), the Purchasers will forthwith discontinue disposition of such materials; and (iii) if such materials include Registrable Securities under the logo of any member of the GSK Group, not use such materials without GSK’s prior written approval (such approval not to be unreasonably withheld). For the avoidance of doubt, a breach of this Clause 4.2 will constitute a material breach of this Agreement. 4.3 Purchaser shall manage or perform all services for Clinical Trial labelling and distribution to Registration Statement until the Purchaser’s Clinical Trial centresreceipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3.1(i), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

Purchaser’s Obligations. 4.1 Subject 9.1. The purchasers initially shall pay to Clause 30.4developer for the time being till the association is formed and/or the association thereafter, during month by month and every month, a sum of Rs. 2-00 (Rupees two) only (may enhance if circumstances demands) per square feet of the Termflat area as common expenses (as described in the seventh schedule hereunder written) within fifth day of every English month even if even no formal demand is made. The purchasers will be liable to make this payment from the date of taking possession of the said flat and the said open to the sky/under roof car parking spaces and/or execution of deed of conveyance, whichever is earlier. 9.2. If any major alteration and modification is made in the said flat at the choice and written instruction of the purchasers, the Purchaser purchasers will bear all expenses for regularization and modification of plan as per rule framed by the competent authority. In the event of such initiation of such change, the purchasers will have to take written consent of the consultant for the time being and thereafter of the association. In no circumstances and in no manner the purchasers will have any right to damage the column, beam and the walls works as partition walls with the adjacent flats. 9.3. The details of the specification of the construction of the proposed buildings have been furnished in the annexure annexed hereto. For any extra work not specified therein shall purchase [***] be charged and payable extra as per the rate to be decided between the purchasers and the developer before execution of its requirements the said extra work for Products which no outside contractors will be allowed to work. All the payment for extra work shall be made by the purchasers before commencement of the work by the developer or as agreed between the parties. 9.4. The purchasers shall bear and pay the proportionate share the cost and maintenance of the common service and facilities as may be determined from GSK (time to time by the developer or the Nominated Supplier) Association to be formed as enumerated in accordance with this Agreementthe fifth schedule hereunder written. 4.2 9.5. The Purchaser purchasers shall not (itself or through any Third Party): (A) expressly or implicitly market, advertise or otherwise promote corporate the other purchasers in any way the sale of any Product as a GSK Group product or as containing any GSK Group product; or (B) use the name or logo of any member of the GSK Group keeping their vehicle in connection with any Product, in each case, unless (and only their respective open to the extent) required to do so sky/under roof car parking space, if required, by Applicable Law. If moving their car for the Purchaser contends that it is required by Applicable Law to do any act or thing covered by this Clause 4.2, it shall: (i) prior to doing any such act or thing, provide GSK with a copy of all relevant materials; and 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 DISCLOSEDtime being. (ii) consider in good faith any comments GSK may have in respect of the manner in which the name of any member of the GSK Group is used in such materials; and (iii) if such materials include the logo of any member of the GSK Group, not use such materials without GSK’s prior written approval (such approval not to be unreasonably withheld). For the avoidance of doubt, a breach of this Clause 4.2 will constitute a material breach of this Agreement. 4.3 Purchaser shall manage or perform all services for Clinical Trial labelling and distribution to the Purchaser’s Clinical Trial centres.