Common use of Reporting of Clause in Contracts

Reporting of. [***]. For each Enhanced Product, Licensee shall, at least [***] in advance of [***], provide written notice to Licensor of its designation, made in good faith, as an [***], an Enhanced Product with Significant Commercial Potential, or an Enhanced Product that does not have Significant Commercial Potential. Should Licensor disagree with Licensee’s designation, Licensor shall notify Licensee in writing no more than [***] following Licensor’s receipt of Licensee’s written notice of the Enhanced Product’s designation. In the event of disagreement, in each circumstance, the Parties will discuss the Licensee’s assessment of such Enhanced Product and strive to reach an agreement on its designation no more than [***] following Licensor’s written notice to Licensee. Should the Parties not be able to reach an agreement on the designation, the Parties will promptly engage a qualified disinterested Third Party to perform an assessment regarding projected peak worldwide annual Net Sales of such Enhanced Product (the expense of such Third Party assessment to be borne equally by the Parties), such assessment to be binding upon, and unappealable, by the Parties. In the event that any particular Enhanced Product designated as one of the [***] Enhanced Products with Significant Commercial Potential [***], is abandoned or for any reason is no longer the subject of Commercially Reasonable Efforts, the next Enhanced Product with Significant Commercial Potential shall replace such particular Enhanced Product; provided that, in no instance, shall any particular milestone payment under Section 4.4(b) be paid more than [***] times.