Common use of Value of Net Proceeds Clause in Contracts

Value of Net Proceeds. If at the time of the closing of a Strategic Transaction GBT owns or controls (whether through a license or otherwise) other assets or rights in addition to the Compound or Product rights that are subject of the Strategic Transaction (“Additional Assets”), then the Parties shall negotiate and agree in good faith the value of the Net Proceeds, exclusive of the value attributed to the Additional Assets. If after good faith negotiations, the Parties cannot agree on an allocation of value between the Additional Assets and the Compound and Product rights within [***] after the closing of a Strategic Transaction, then the dispute shall be initially referred to the executive officers of the Parties in accordance with Section 22.2. Should the Parties fail to agree within [***] of such referral, then Roche shall select an independent, neutral, internationally recognized investment banking, accounting or valuation firm having expertise in * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission the pharmaceutical industry and reasonably acceptable to GBT (“Valuation Firm”) to perform an independent valuation of the Additional Assets and the Compound and Product rights, which determination shall be final and binding on the Parties. The Valuation Firm shall be requested to determine the allocation of the value between such assets within [***] of its appointment and to notify the Parties in writing of its determination. The fees and expenses of such Valuation Firm shall be paid by Roche, and shall be independent of the results of its valuation, however, if such determination of the value of the Net Proceeds by the Valuation Firm is more than [***] percent ([***]%) of GBT’s last written offer pursuant to the good faith negotiations under this Section 10.8.3, the fees and expenses of such Valuation Firm shall be paid by GBT. This Section 10.8.3 does not apply if GBT closes the Strategic Transaction and the Compounds and Products are the only assets owned or controlled by GBT at the time of the Strategic Transaction. In such case, the value associated with the Compounds and Products is one hundred percent (100 %) of the Net Proceeds.

Value of Net Proceeds. If at the time of the closing of a Strategic Transaction GBT owns or controls (whether through a license or otherwise) other assets or rights in addition to the Compound or Product rights that are subject of the Strategic Transaction (“Additional Assets”), then the Parties shall negotiate and agree in good faith the value of the Net Proceeds, exclusive of the value attributed to the Additional Assets. If after good faith negotiations, the Parties cannot agree on an allocation of value between the Additional Assets and the Compound and Product rights within [***] after the closing of a Strategic Transaction, then the dispute shall be initially referred to the executive officers of the Parties in accordance with Section 22.2. Should the Parties fail to agree within [***] of such referral, then Roche shall select an independent, neutral, internationally recognized investment banking, accounting or valuation firm having expertise in * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission the pharmaceutical industry and reasonably acceptable to GBT (“Valuation Firm”) to perform an independent valuation of the Additional Assets and the Compound and Product rights, which determination shall be final and binding on the Parties. The Valuation Firm shall be requested to determine the allocation of the value between such assets within [***] of its appointment and to notify the Parties in writing of its determination. The fees and expenses of such Valuation Firm shall be paid by Roche, and shall be independent of the results of its valuation, however, if such determination of the value of the Net Proceeds by the Valuation Firm is more than [***] percent ([***]%) of GBT’s last written offer pursuant to the good faith negotiations under this Section 10.8.3, the fees and expenses of such Valuation Firm shall be paid by GBT. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission This Section 10.8.3 does not apply if GBT closes the Strategic Transaction and the Compounds and Products are the only assets owned or controlled by GBT at the time of the Strategic Transaction. In such case, the value associated with the Compounds and Products is one hundred percent (100 %) of the Net Proceeds.