Common use of C-GAAP Clause in Contracts

C-GAAP. (a) Transgenomic understands and agrees that Interpace is not undertaking the obligation to assist or otherwise collaborate with Transgenomic regarding the commercialization of C-GAAP. Notwithstanding the above, Transgenomic agrees that during the Term, other than as set forth in Section 2.8(b) below and subject to Section 2.7(d) hereof, neither Transgenomic nor any of its Affiliates will, directly or indirectly (either for itself, through or with any third parties, or otherwise) (i) market, promote, sell or otherwise commercialize C-GAAP (including any Variation) in the Cardiology Field in the United States or conduct, perform or execute C-GAAP (including any Variation) in the Cardiology Field in the United States, in each case, other than in support of the Collaboration and/or (ii) transfer, sell, assign, license, sublicense or grant any interest in the C-GAAP Intellectual Property Rights owned by or licensed to Transgenomic for use within or for the Cardiology Field within the United States other than in support of the Collaboration. (b) During the Term, the Parties will continue to engage in discussions concerning the possible commercialization of C-GAAP in the Cardiology Field in the United States, it being understood and agreed that Interpace shall have the right to explore third party discussions regarding possible commercialization of C-GAAP provided the Parties reach an understanding regarding the nature and scope of such third party communications in advance and in writing. In the event the Parties agree to commercialize C-GAAP in the Cardiology Field in the United States, the commercialization of C-GAAP shall become part of this Agreement and the Parties shall meet and agree on updating the Commercialization Plans, in writing, to include the commercialization of C-GAAP in the Cardiology Field in the United States. In the event the Parties agree to commercialize C-GAAP in the Cardiology Field in the United States, references to CardioPredict set forth in this Agreement shall include C-GAAP. (c) During the Term and only if Interpace is and has throughout the Term been performing in compliance with its material obligations hereunder (including meeting all Minimum Sales targets) then, in the event Transgenomic intends to market, promote, sell or otherwise commercialize C-GAAP (including any Variation) outside of the Cardiology Field and/or outside of the United States, in either case with a third party, it shall give Interpace written notice thereof (the “C-GAAP Non Cardiology Commercialization Notice”). Interpace shall have […***…] days from its receipt of the C-GAAP Non Cardiology Commercialization Notice to advise Transgenomic, in writing, if it desires to collaborate with Transgenomic on the commercialization of C-GAAP outside of the Cardiology Field and/or outside of the United States, as applicable. In the event Interpace does not respond within such […***…] day period, or advises Transgenomic, in writing, that it does not desire to collaborate with Transgenomic on the commercialization of C-GAAP outside of the Cardiology Field and/or outside of the United States, as applicable, Transgenomic may pursue such opportunity with any third party. In the event Interpace advises Transgenomic, in writing, that it desires to collaborate with Transgenomic on the commercialization of C-GAAP outside of the Cardiology Field and/or outside of the United States, as applicable, within […***…] days from its receipt of the C-GAAP Non Cardiology Commercialization Notice then, for a period of […***…] days following receipt of Interpace’s written notice, Transgenomic agrees to negotiate exclusively with Interpace the terms and conditions pursuant which such collaboration might occur. At the end of such […***…] day period Transgenomic may pursue the commercialization of C-GAAP outside of the Cardiology Field and/or outside of the United States with any third party. Notwithstanding the foregoing, nothing herein shall limit or restrict in any manner the right of Transgenomic to directly (without any third party) market, promote, sell or otherwise dispose of, commercialize and exploit C-GAAP outside of the Cardiology Field and/or outside of the United States.

C-GAAP. (a) Transgenomic understands and agrees that Interpace is not undertaking the obligation to assist or otherwise collaborate with Transgenomic regarding the commercialization of C-GAAP. Notwithstanding the above, Transgenomic agrees that during the Term, other than as set forth in Section 2.8(b) below and subject to Section 2.7(d) hereof, neither Transgenomic nor any of its Affiliates will, directly or indirectly (either for itself, through or with any third parties, or otherwise) (i) market, promote, sell or otherwise commercialize C-GAAP (including any Variation) in the Cardiology Field in the United States or conduct, perform or execute C-GAAP (including any Variation) in the Cardiology Field in the United States, in each case, other than in support of the Collaboration and/or (ii) transfer, sell, assign, license, sublicense or grant any interest in the C-GAAP Intellectual Property Rights owned by or licensed to Transgenomic for use within or for the Cardiology Field within the United States other than in support of the Collaboration. (b) During the Term, the Parties will continue to engage in discussions concerning the possible commercialization of C-GAAP in the Cardiology Field in the United States, it being understood and agreed that Interpace shall have the right to explore third party discussions regarding possible commercialization of C-GAAP provided the Parties reach an understanding regarding the nature and scope of such third party communications in advance and in writing. In the event the Parties agree to commercialize C-GAAP in the Cardiology Field in the United States, the commercialization of C-GAAP shall become part of this Agreement and the Parties shall meet and 26 *Confidential Treatment Requested agree on updating the Commercialization Plans, in writing, to include the commercialization of C-GAAP in the Cardiology Field in the United States. In the event the Parties agree to commercialize C-GAAP in the Cardiology Field in the United States, references to CardioPredict set forth in this Agreement shall include C-GAAP. (c) During the Term and only if Interpace is and has throughout the Term been performing in compliance with its material obligations hereunder (including meeting all Minimum Sales targets) then, in the event Transgenomic intends to market, promote, sell or otherwise commercialize C-GAAP (including any Variation) outside of the Cardiology Field and/or outside of the United States, in either case with a third party, it shall give Interpace written notice thereof (the “C-GAAP Non Cardiology Commercialization Notice”). Interpace shall have […***…] days from its receipt of the C-GAAP Non Cardiology Commercialization Notice to advise Transgenomic, in writing, if it desires to collaborate with Transgenomic on the commercialization of C-GAAP outside of the Cardiology Field and/or outside of the United States, as applicable. In the event Interpace does not respond within such […***…] day period, or advises Transgenomic, in writing, that it does not desire to collaborate with Transgenomic on the commercialization of C-GAAP outside of the Cardiology Field and/or outside of the United States, as applicable, Transgenomic may pursue such opportunity with any third party. In the event Interpace advises Transgenomic, in writing, that it desires to collaborate with Transgenomic on the commercialization of C-GAAP outside of the Cardiology Field and/or outside of the United States, as applicable, within […***…] days from its receipt of the C-GAAP Non Cardiology Commercialization Notice then, for a period of […***…] days following receipt of Interpace’s written notice, Transgenomic agrees to negotiate exclusively with Interpace the terms and conditions pursuant which such collaboration might occur. At the end of such […***…] day period Transgenomic may pursue the commercialization of C-GAAP outside of the Cardiology Field and/or outside of the United States with any third party. Notwithstanding the foregoing, nothing herein shall limit or restrict in any manner the right of Transgenomic to directly (without any third party) market, promote, sell or otherwise dispose of, commercialize and exploit C-GAAP outside of the Cardiology Field and/or outside of the United States.