Common use of Shared Responsibilities Clause in Contracts

Shared Responsibilities. Subject to Section 6.5.4, in the event that (y) the aggregate amount paid or otherwise due or owing by Warner for royalties with respect to a particular Collaboration Product (i) to GenVec for royalties pursuant to Section 6.5.1, and (ii) for royalty payments to Third Parties pursuant to Section 6.6.2, and (z) the Cost of Manufacture of such Collaboration Product, in the aggregate, exceed thirty percent (30%) of the Net Sales of such Collaboration Product, then Warner and GenVec shall equally share the portion of the aggregate of the payments for (y) and (z) by Warner which are in excess of thirty percent (30%) of Net Sales of the applicable Collaboration Product, to the extent such payments in excess of thirty percent (30%) of Net Sales are attributable to (y) (ii) above. It is understood and agreed that Warner shall be solely responsible for any such payment obligations for (y) and (z) which in the aggregate are less than or equal to thirty percent (30%) of the Net Sales of the applicable Collaboration Product. In each such case, such determination shall be made on a country-by-country basis and Warner shall provide to GenVec documentation establishing the royalty due to the Third Party(ies) and the Cost of Manufacture, in each case, with respect to the applicable Collaboration Product and the payment due from GenVec with respect thereto at least thirty (30) days before such amount is due. 13. The Agreement is hereby amended to revise Section 11.1 by deleting Section 11.1. 14. Section 11.2.1 is amended to provide in its entirety as follows: 11.2.1 Warner shall control all issues relating to, and shall have the sole right to, at its expense, manufacture or have manufactured Bulk Product and Finished Product for clinical use and for commercial sale in the Territory and in any or all Co-Promotion Countries. All costs associated with the qualification or validation of Warner or a Third Party manufacturer for the production of such Bulk Product and Finished Product for sale in the Territory and in the Co-Promotion Countries, pursuant to this Section 11.2 shall be borne by Warner, subject to the terms of Section 9 and Exhibit B as they relate to reimbursement of Warner's Development Costs. If Warner provides GenVec notice that Warner wishes to assume the performance of those activities being conducted by GenVec as of March 12, 1999 with respect to the manufacture of Collaboration Products, GenVec and Warner agree to cooperate in good faith to transfer such activities to Warner. With respect to any agreements entered by GenVec on or before March 12, 1999 which relate solely to Collaboration Products for the manufacture of clinical or commercial supplies of Bulk Product or Finished Product with Third Parties, GenVec shall promptly provide Warner with a list of, and where it legally may do so, copies of all such agreements, and at Warner's request, shall (i) assign such agreements to Warner, if it has the right to do so without incurring a penalty, or (ii) otherwise terminate such agreements as soon as practicable, provided GenVec shall have no obligation to terminate any such agreement if it would incur a penalty for doing so. At Warner's written request and expense for out-of-pocket costs, GenVec shall promptly supply to Warner substantially all written and electronic records in its control or possession relating to the manufacture of Bulk Product or Finished Product for clinical trials and shall provide reasonable assistance to Warner in interpreting such information; provided, GenVec shall not be in breach of this Agreement if after GenVec makes a good faith effort to comply with the foregoing obligation to supply records, GenVec supplies substantially all, but not all such records. 15. The Agreement is hereby amended to revise Sections 11.3, 11.4 and 11.5 by deleting the existing Sections and replacing them with the following:

Shared Responsibilities. Subject to Section 6.5.4, in the event that (y) the aggregate amount paid or otherwise due or owing by Warner for royalties with respect to a particular Collaboration Product (i) to GenVec for royalties pursuant to Sections 6.5.1 and 11.1.2, (ii) for the Cost of Manufacture of any Bulk Product subject to Section 6.5.111.4, and (iiiii) for royalty payments to Third Parties pursuant to Section 6.6.2, and (z) the Cost of Manufacture of such Collaboration Product, in the aggregate, exceed thirty percent (30%) of the Net Sales of such Collaboration Product, then Warner and GenVec shall equally share the portion of expenses attributable to (iii) above to the extent such payments would result in aggregate of the payments for (yi), (ii) and (ziii) by Warner which are in excess of thirty percent (30%) of Net Sales of the applicable Collaboration Product, to the extent such payments in excess of thirty percent (30%) of Net Sales are attributable to (y) (ii) above. It is understood and agreed that that, subject to any credits against royalties available to Warner pursuant to Section 6.6.2, Warner shall be solely responsible for any such payment obligations for (y) and (z) which in the aggregate are less than or equal to thirty percent (30%) of the Net Sales of the applicable Collaboration Product. In each such case, such determination shall be made on a country-by-country basis and Warner shall provide to GenVec documentation establishing the royalty due to the Third Party(ies) and the Cost of Manufacture, in each case, with respect to the applicable Collaboration Product and the payment due from GenVec with respect thereto at least thirty (30) days before such amount is due. 13. The Agreement is hereby amended to revise Section 11.1 by deleting Section 11.1. 14. Section 11.2.1 is amended to provide In the event that the payments due GenVec under Sections 6.5 and 11.1.2 in its entirety as follows: 11.2.1 Warner shall control all issues relating tothe aggregate exceed thirty percent (30%) of Net Sales for a particular Collaboration Product, and shall have the sole right toWarner believes that sales of such Collaboration Product would be commercially impracticable, at its expense, manufacture or have manufactured Bulk Product and Finished Product for clinical use and for commercial sale in the Territory Warner may notify GenVec and in any such event, the parties shall discuss in good faith a reduction in either or all Co-Promotion Countries. All costs associated with the qualification or validation of Warner or a Third Party manufacturer for the production of both such Bulk Product payments; provided, however, that nothing contained herein shall obligate GenVec to agree to such reduction and Finished Product for sale in the Territory and in the Co-Promotion Countries, pursuant to this Section 11.2 shall be borne by Warner, subject to the terms of Section 9 and Exhibit B as they relate to reimbursement of Warner's Development Costs. If Warner provides GenVec notice that Warner wishes to assume the performance of those activities being conducted by GenVec as of March 12, 1999 with respect to the manufacture of Collaboration Products, GenVec and Warner agree to cooperate in good faith to transfer such activities to Warner. With respect to any agreements entered by GenVec on or before March 12, 1999 which relate solely to Collaboration Products for the manufacture of clinical or commercial supplies of Bulk Product or Finished Product with Third Parties, GenVec shall promptly provide Warner with a list of, and where it legally may do so, copies of all such agreements, and at Warner's request, shall (i) assign such agreements to Warner, if it has the right to do so without incurring a penalty, or (ii) otherwise terminate such agreements as soon as practicable, provided GenVec shall have no obligation to terminate any such agreement if it would incur a penalty for doing so. At Warner's written request and expense for out-of-pocket costs, GenVec shall promptly supply to Warner substantially all written and electronic records in its control or possession relating to the manufacture of Bulk Product or Finished Product for clinical trials and shall provide reasonable assistance to Warner in interpreting such information; provided, GenVec shall not be in breach of this Agreement if after GenVec makes a good faith effort to comply with shall remain in full force and effect unless the foregoing obligation to supply records, GenVec supplies substantially all, but not all such recordsParties otherwise agree in writing. 15. The Agreement is hereby amended to revise Sections 11.3, 11.4 and 11.5 by deleting the existing Sections and replacing them with the following:

Shared Responsibilities. Subject to Section 6.5.4, in the ----------------------- event that (y) the aggregate amount paid or otherwise due or owing by Warner for royalties with respect to a particular Collaboration Product (i) to GenVec for royalties pursuant to Sections 6.5.1 and 11.1.2, (ii) for the Cost of Manufacture of any Bulk Product subject to Section 6.5.111.4, and (iiiii) for royalty payments to Third Parties pursuant to Section 6.6.2, and (z) the Cost of Manufacture of such Collaboration Product, in the aggregate, exceed thirty percent (30%) of the Net Sales of such Collaboration Product, then Warner and GenVec shall equally share the portion of expenses attributable to (iii) above to the extent such payments would result in aggregate of the payments for (yi), (ii) and (ziii) by Warner which are in excess of thirty percent (30%) of Net Sales of the applicable Collaboration Product, to the extent such payments in excess of thirty percent (30%) of Net Sales are attributable to (y) (ii) above. It is understood and agreed that that, subject to any credits against royalties available to Warner pursuant to Section 6.6.2, Warner shall be solely responsible for any such payment obligations for (y) and (z) which in the aggregate are less than or equal to thirty percent (30%) of the Net Sales of the applicable Collaboration Product. In each such case, such determination shall be made on a country-by-country basis and Warner shall provide to GenVec documentation establishing the royalty due to the Third Party(ies) and the Cost of Manufacture, in each case, with respect to the applicable Collaboration Product and the payment due from GenVec with respect thereto at least thirty (30) days before such amount is due. 13. The Agreement is hereby amended to revise Section 11.1 by deleting Section 11.1. 14. Section 11.2.1 is amended to provide In the event that the payments due GenVec under Sections 6.5 and 11.1.2 in its entirety as follows: 11.2.1 Warner shall control all issues relating tothe aggregate exceed thirty percent (30%) of Net Sales for a particular Collaboration Product, and shall have the sole right toWarner believes that sales of such Collaboration Product would be commercially impracticable, at its expense, manufacture or have manufactured Bulk Product and Finished Product for clinical use and for commercial sale in the Territory Warner may notify GenVec and in any such event, the parties shall discuss in good faith a reduction in either or all Co-Promotion Countries. All costs associated with the qualification or validation of Warner or a Third Party manufacturer for the production of both such Bulk Product payments; provided, however, that nothing contained herein shall obligate GenVec to agree to such reduction and Finished Product for sale in the Territory and in the Co-Promotion Countries, pursuant to this Section 11.2 shall be borne by Warner, subject to the terms of Section 9 and Exhibit B as they relate to reimbursement of Warner's Development Costs. If Warner provides GenVec notice that Warner wishes to assume the performance of those activities being conducted by GenVec as of March 12, 1999 with respect to the manufacture of Collaboration Products, GenVec and Warner agree to cooperate in good faith to transfer such activities to Warner. With respect to any agreements entered by GenVec on or before March 12, 1999 which relate solely to Collaboration Products for the manufacture of clinical or commercial supplies of Bulk Product or Finished Product with Third Parties, GenVec shall promptly provide Warner with a list of, and where it legally may do so, copies of all such agreements, and at Warner's request, shall (i) assign such agreements to Warner, if it has the right to do so without incurring a penalty, or (ii) otherwise terminate such agreements as soon as practicable, provided GenVec shall have no obligation to terminate any such agreement if it would incur a penalty for doing so. At Warner's written request and expense for out-of-pocket costs, GenVec shall promptly supply to Warner substantially all written and electronic records in its control or possession relating to the manufacture of Bulk Product or Finished Product for clinical trials and shall provide reasonable assistance to Warner in interpreting such information; provided, GenVec shall not be in breach of this Agreement if after GenVec makes a good faith effort to comply with shall remain in full force and effect unless the foregoing obligation to supply records, GenVec supplies substantially all, but not all such recordsParties otherwise agree in writing. 15. The Agreement is hereby amended to revise Sections 11.3, 11.4 and 11.5 by deleting the existing Sections and replacing them with the following: