Common use of Responsibilities of the Parties during the Programme Clause in Contracts

Responsibilities of the Parties during the Programme. During the Programme, Emisphere and Novartis shall make Commercially Reasonable Efforts to conduct the Programme in accordance with Annex A hereto, and all such work of Emisphere under the Programme, if any, shall be carried out by Emisphere solely at Novartis’ invitation and direction. Novartis shall reimburse Emisphere for the Out of Pocket Costs paid by Emisphere to Third Parties used in the Programme, the amount of which shall have been previously agreed to by Novartis prior to such Out of Pocket Costs being incurred by Emisphere (such approval not to be unreasonably withheld).