Common use of MANAGEMENT OF THE RELATIONSHIP Clause in Contracts

MANAGEMENT OF THE RELATIONSHIP. 7.1 With effect from the Closing Date the Parties shall establish and run the Steering Committee (“SC”) as follows: 7.1.1 The SC shall comprise six (6) persons (“Members”) and Endo and Vernalis respectively shall be entitled to appoint three (3) Members, to remove any Member appointed by it and to appoint any person to fill a vacancy arising from the removal or retirement of such Member appointed by it. The initial Members shall be as follows: *** *** *** *** *** *** Endo and Vernalis respectively shall each notify the other of any change in the identities of their Members from time to time. Members may be represented at any meeting by another person designated by the absent Member. There will be a Chairperson who will alternate between one of the Vernalis Members and one of the Endo Members at each meeting. 7.1.2 The SC is not a decision making body but a forum through which the Parties can liase concerning the Commercialisation of the Product both inside and outside the Territory. Vernalis acknowledges and agrees that all decisions relating to the Commercialisation of the Product in the Territory shall be in the sole discretion of Endo, provided always that nothing in this provision shall derogate from Endo’s obligations under this Agreement. 7.1.3 The venue for meetings shall alternate between the premises of the Parties. Each Party shall be responsible for its own expenses, including travel and accommodation Costs incurred in connection with SC meetings. 7.1.4 The SC shall have power to invite persons whose special skills or influence might assist an SC meeting, in confidence and upon behalf of the SC, to attend and address meetings of the SC. For the avoidance of doubt it is agreed that such persons shall not be Members. 7.1.5 The SC Chairperson is responsible for promptly preparing the minutes of any SC meeting, seeking unanimous approval of those minutes from the Members who participated in the meeting, signing and dating the approved minutes and promptly distributing a copy of the signed minutes to each Party. It is only such signed and dated minutes which shall constitute acceptance by the SC. 7.2 The SC shall hold meetings in person as frequently as the Members may agree shall be necessary during the period of this Agreement, or more frequently upon the reasonable request of either Party, but in any event no less frequently than monthly during the first six months following the Closing Date and no less frequently than once a Quarter thereafter. Dates of meetings to be held in person shall be agreed by the Parties not less than thirty (30) days beforehand; responsibility for arranging the meetings, including, at least, providing notice and an agenda, shall alternate between the Parties; the first meeting will take place as soon as practicable after the Closing Date, but in no event later than twenty (20) Business Days after the Closing Date and will be organised by Endo. 7.3 No later than ten (10) days prior to each meeting of the SC, Endo and Vernalis will each provide the other with written copies of all materials they intend to present at any SC meeting, which until completion of the MAM & Paediatric Development Program shall include a written report from Vernalis summarising its conduct of the MAM & Paediatric Development Program since the previous meeting and any material results. After receipt of any such report, either Party may request additional information, and the Party to whom such request is made shall promptly provide to the other Party such information. 7.4 The SC shall have the following particular functions: 7.4.1 it shall be the forum through which Vernalis reports its progress with and the results of the MAM & Paediatric Development Program; 7.4.2 it shall be the forum through which each Party reports to the other Party details of any clinical study in relation to Product or Product Enhancements which, in the case of Endo, it or its Affiliates, or which, in the case of Vernalis it, its Affiliates and its and its Affiliate’s licensees and for each of Endo’s and Vernalis’ and their respective Affiliate’s sub-licensees are proposing to carry out; 7.4.3 it shall be the forum through which the results of any such clinical study are reported and through which any publications or other advertising, marketing or promotional information or materials are exchanged; 7.4.4 it shall be the forum through which each Party reports to the other Party details of any Product Enhancement made by the first Party or its Affiliates, or in the case of Vernalis, Vernalis, its Affiliates and licensees and sub-licensees of it or any of its Affiliates. In this respect, each Party shall have a positive obligation to report at each SC meeting upon any such Product Enhancements which have been made by it since the previous SC meeting; and 7.4.5 it shall be the forum through which Vernalis makes Use Suggestions to Endo. 7.5 Both Parties acknowledge and agree that they intend to be as transparent as reasonably possible with each other on all material issues relating to Commercialisation of Product, its further development and the development and Commercialisation of Product Enhancements both inside and outside the Territory and that the forum for achieving such transparency shall be the SC.

MANAGEMENT OF THE RELATIONSHIP. 7.1 With effect from the Closing Date the Parties shall establish and run the Steering Committee (“"SC”") as follows: 7.1.1 The SC shall comprise six (6) persons (“"Members”") and Endo and Vernalis respectively shall be entitled to appoint three (3) Members, to remove any Member appointed by it and to appoint any person to fill a vacancy arising from the removal or retirement of such Member appointed by it. The initial Members shall be as follows: ENDO MEMBERS *** *** *** VERNALIS MEMBERS *** *** *** Endo and Vernalis respectively shall each notify the other of any change in the identities of their Members from time to time. Members may be represented at any meeting by another person designated by the absent Member. There will be a Chairperson who will alternate between one of the Vernalis Members and one of the Endo Members at each meeting. 7.1.2 The SC is not a decision making body but a forum through which the Parties can liase concerning the Commercialisation of the Product both inside and outside the Territory. Vernalis acknowledges and agrees that all decisions relating to the Commercialisation of the Product in the Territory shall be in the sole discretion of Endo, provided always that nothing in this provision shall derogate from Endo’s 's obligations under this Agreement. 7.1.3 The venue for meetings shall alternate between the premises of the Parties. Each Party shall be responsible for its own expenses, including travel and accommodation Costs incurred in connection with SC meetings. 7.1.4 The SC shall have power to invite persons whose special skills or influence might assist an SC meeting, in confidence and upon behalf of the SC, to attend and address meetings of the SC. For the avoidance of doubt it is agreed that such persons shall not be Members. 7.1.5 The SC Chairperson is responsible for promptly preparing the minutes of any SC meeting, seeking unanimous approval of those minutes from the Members who participated in the meeting, signing and dating the approved minutes and promptly distributing a copy of the signed minutes to each Party. It is only such signed and dated minutes which shall constitute acceptance by the SC. 7.2 The SC shall hold meetings in person as frequently as the Members may agree shall be necessary during the period of this Agreement, or more frequently upon the reasonable request of either Party, but in any event no less frequently than monthly during the first six months following the Closing Date and no less frequently than once a Quarter thereafter. Dates of meetings to be held in person shall be agreed by the Parties not less than thirty (30) days beforehand; responsibility for arranging the meetings, including, at least, providing notice and an agenda, shall alternate between the Parties; the first meeting will take place as soon as practicable after the Closing Date, but in no event later than twenty (20) Business Days after the Closing Date and will be organised by Endo. 7.3 No later than ten (10) days prior to each meeting of the SC, Endo and Vernalis will each provide the other with written copies of all materials they intend to present at any SC meeting, which until completion of the MAM & Paediatric Development Program shall include a written report from Vernalis summarising its conduct of the MAM & Paediatric Development Program since the previous meeting and any material results. After receipt of any such report, either Party may request additional information, and the Party to whom such request is made shall promptly provide to the other Party such information. 7.4 The SC shall have the following particular functions: 7.4.1 it shall be the forum through which Vernalis reports its progress with and the results of the MAM & Paediatric Development Program; 7.4.2 it shall be the forum through which each Party reports to the other Party details of any clinical study in relation to Product or Product Enhancements which, in the case of Endo, it or its Affiliates, or which, in the case of Vernalis it, its Affiliates and its and its Affiliate’s 's licensees and for each of Endo’s 's and Vernalis’ ' and their respective Affiliate’s 's sub-licensees are proposing to carry out; 7.4.3 it shall be the forum through which the results of any such clinical study are reported and through which any publications or other advertising, marketing or promotional information or materials are exchanged; 7.4.4 it shall be the forum through which each Party reports to the other Party details of any Product Enhancement made by the first Party or its Affiliates, or in the case of Vernalis, Vernalis, its Affiliates and licensees and sub-licensees of it or any of its Affiliates. In this respect, each Party shall have a positive obligation to report at each SC meeting upon any such Product Enhancements which have been made by it since the previous SC meeting; and 7.4.5 it shall be the forum through which Vernalis makes Use Suggestions to Endo. 7.5 Both Parties acknowledge and agree that they intend to be as transparent as reasonably possible with each other on all material issues relating to Commercialisation of Product, its further development and the development and Commercialisation of Product Enhancements both inside and outside the Territory and that the forum for achieving such transparency shall be the SC.