Common use of Shared Territory Clause in Contracts

Shared Territory. (i) Notwithstanding the foregoing, if, and only if, Galapagos has exercised the Co-Promotion Option, Gilead will be the lead Party responsible for all Commercialization activities relating to Licensed Products or applicable Gilead Combination Products in the Shared Territory, and the Parties, under the direction of the JCC and in accordance with the terms and conditions of this Agreement, will participate in the planning and conduct of such Commercialization activities as and to the extent set forth in Section 5.2(b). Each Party shall use Commercially Reasonable Efforts to conduct Co-Promotion activities for the Licensed Products or applicable Gilead Combination Products in the Shared Territory in accordance with the Co-Promotion Plan. * Confidential Information, indicated by […***…], has been omitted from this filing and filed separately with the Securities and Exchange Commission. (ii) In the event that Galapagos underperforms its Detailing obligations in a particular country over any […***…] period by […***…], upon written notification from Gilead of such underperformance, Galapagos shall have […***…] days to cure such underperformance by satisfying the lesser of (A) […***…] in such […***…] period and (B) […***…] during such […***…] day cure period, and if such cure is not affected within such […***…] day period or if such underperformance occurs a […***…] time within a period of […***…] (such […***…] time, for clarity, not being subject to any cure period), then Gilead shall have the right on written notice to Galapagos to […***…], and […***…], which […***…] shall also result in […***…] if no other Licensed Products or Gilead Combination Products are being Co-Promoted at such time and termination of profit sharing pursuant to Section 8.7, after which the Licensed Products and Gilead Combination Products in such country shall be subject to royalty payments pursuant to Section 8.3.

Shared Territory. (i) Notwithstanding the foregoing, if, and only if, Galapagos has exercised the Co-Promotion Option, Gilead will be the lead Party responsible for all Commercialization activities relating to Licensed Products or applicable Gilead Combination Products If Cytokinetics is [ * ] such Collaboration Product in the Shared Territory, and the Parties, under the direction of the JCC and in accordance with the terms and conditions of this Agreement, will participate in the planning and conduct of then [ * ] such Commercialization activities as and to the extent set forth in Section 5.2(b). Each Party shall use Commercially Reasonable Efforts to conduct Co-Promotion activities for the Licensed Products or applicable Gilead Combination Products Collaboration Product in the Shared Territory in accordance Territory. Subject to agreement by the Parties regarding the [ * ] with the Co-Promotion Plan. respect to such Collaboration Product and [ * Confidential Information, indicated by […***…], has been omitted from this filing and filed separately on a quarterly basis within [ * ] days after the end of each calendar quarter, [ * ] shall provide [ * ] with an itemized invoice for the Securities and Exchange Commission[ * ] during such calendar quarter. [ * ] shall pay the amount of each such invoice within [ * ] days after its receipt. (ii) In If Astellas [ * ] of such Collaboration Product in the event that Galapagos underperforms its Detailing obligations Shared Territory, then Astellas shall pay to Cytokinetics [ * ] for such Collaboration Product in the Shared Territory, which payment shall be made within [ * ] days after each calendar quarter and accompanied with a particular country over any […***…] period reasonably detailed report. Subject to agreement by […***…the Parties regarding the [ * ], upon written notification from Gilead of such underperformance, Galapagos shall have […***…] days to cure such underperformance by satisfying the lesser of (A) […***…] in such […***…] period and (B) […***…] during such […***…] day cure period, and if such cure is not affected within such […***…] day period or if such underperformance occurs a […***…] time within a period of […***…] (such […***…] time, for clarity, not being subject to any cure period), then Gilead Astellas shall have the right to [ * ] during such calendar quarter. Concurrent with such payment, Astellas shall provide Cytokinetics with a report equivalent to the royalty report set forth in Section 11.7(e) and an itemized accounting for the [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. (iii) “Astellas [ * ]” means, to the extent applicable and [ * ] in accordance with the scope of [ * ] agreed by the Parties: (A) [ * ]; (B) any related [ * ]; and (C) [ * ] to be agreed by the Parties (which will not [ * ]) to cover related costs incurred by Astellas. For the convenience of the Parties, the Parties may agree on written notice [ * ] Cytokinetics under Section [ * ] with respect to Galapagos to […***…][ * ] Collaboration Product, and […***…], which […***…Cytokinetics will [ * ] shall also result in […***…] if no other Licensed Products or Gilead Combination Products are being Co-Promoted at such time and termination of profit sharing Collaboration Product pursuant to Section 8.7[ * ]. (iv) “[ * ]” means the [ * ] (A) [ * ] the Collaboration Product; (B) [ * ]; (C) [ * ]; and (D) a reasonable [ * ] Collaboration Product [ * ]; in each case, only to the extent [ * ] mutually agreed [ * ]. [ * ] shall exclude any [ * ] Cytokinetics. (v) If the Parties cannot reach agreement [ * ] each Party with [ * ] will meet in person and seek to resolve the matter prior to escalation to the JSC. If the matter is unresolved after which escalation to the Licensed Products and Gilead Combination Products JSC, [ * ], in such country shall be subject to royalty payments pursuant to accordance with [ * ] set forth in Section 8.3[ * ].

Shared Territory. (i) Notwithstanding the foregoing, if, and only if, Galapagos has exercised the Co-Promotion Option, Gilead will be the lead Party responsible for all Commercialization activities relating to Licensed Products or applicable Gilead Combination Products If Cytokinetics is [*] such Collaboration Product in the Shared Territory, and the Parties, under the direction of the JCC and in accordance with the terms and conditions of this Agreement, will participate in the planning and conduct of then [*] such Commercialization activities as and to the extent set forth in Section 5.2(b). Each Party shall use Commercially Reasonable Efforts to conduct Co-Promotion activities for the Licensed Products or applicable Gilead Combination Products Collaboration Product in the Shared Territory in accordance Territory. Subject to agreement by the Parties regarding the [*] with the Co-Promotion Plan. * Confidential Information, indicated by respect to such Collaboration Product and […***…], has been omitted from this filing and filed separately on a quarterly basis within [*] days after the end of each calendar quarter, [*] shall provide [*] with an itemized invoice for the Securities and Exchange Commission[*] during such calendar quarter. [*] shall pay the amount of each such invoice within [*] days after its receipt. (ii) In If Astellas [*] of such Collaboration Product in the event that Galapagos underperforms its Detailing obligations Shared Territory, then Astellas shall pay to Cytokinetics [*] for such Collaboration Product in the Shared Territory, which payment shall be made within [*] days after each calendar quarter and accompanied with a particular country over any reasonably detailed report. Subject to agreement by the Parties regarding the […***…] period by […***…], upon written notification from Gilead of such underperformance, Galapagos Astellas shall have the right to […*] during such calendar quarter. Concurrent with such payment, Astellas shall provide Cytokinetics with a report equivalent to the royalty report set forth in Section 11.7(e) and an itemized accounting for the [*]. (iii) “[*…]” means, to the extent applicable and [*] days to cure such underperformance in accordance with the scope of [*] agreed by satisfying the lesser of Parties: (A) […*]); (B) any related [*]; and (C) [*…] in to be agreed by the Parties (which will not [*]) to cover related costs incurred by Astellas. For the convenience of the Parties, the Parties may agree on [*] Cytokinetics under Section [*] with respect to [*] Collaboration Product, Cytokinetics will [*] such Collaboration Product pursuant to Section […*] (iv) [*]” means the [*…] period and (A) [*] the Collaboration Product; (B) […*]; (C) [*]; and (D) a reasonable [*…] during such Collaboration Product […*]; in each case, only to the extent [*] mutually agreed [*…] day cure period, and if such cure is not affected within such […***…] day period or if such underperformance occurs a […***…] time within a period of […***…] (such […***…] time, for clarity, not being subject to any cure period), then Gilead shall have the right on written notice to Galapagos to […***…], and […***…], which […***…] shall also result exclude any [*] Cytokinetics. (v) If the Parties cannot reach agreement [*] each Party with [*] will meet in person and seek to resolve the matter prior to escalation to the JSC. If the matter is unresolved after escalation to the JSC[…*] in accordance with [*] set forth in Section [*…] if no other Licensed Products or Gilead Combination Products are being Co-Promoted at such time and termination of profit sharing pursuant to Section 8.7, after which the Licensed Products and Gilead Combination Products in such country shall be subject to royalty payments pursuant to Section 8.3].