Common use of The Collaboration Clause in Contracts

The Collaboration. 2.1 The Parties agree to collaborate in the selection of Products and in the development, manufacturing, registration and approval, and marketing of such Products as set forth in more detail in this Agreement and any applicable Amending Product Exhibit. Unless otherwise specified in an Amending Product Exhibit, RiconPharma will be responsible for developing the Products and ANI will be responsible for manufacturing and distribution of the Products in the Territory. The Parties shall be jointly responsible for directing any bioequivalence studies and obtaining Regulatory Approval for such pharmaceutical products, and ANI shall be responsible for maintaining such Regulatory Approvals. ANI or a separate sales and marketing company designated by ANI (a “Sales and Marketing Company”) will be primarily responsible for the marketing, distribution and sale of the Products as well as customer service, rebate management, billing, warehousing and such other responsibilities as are regularly performed by a pharmaceutical distributor. 2.2 The Parties shall jointly own all the rights, title, and interest in the Products (including without limitation, the ANDA for the Products). The respective percentages of ownership for each Product shall be one-half for each Party unless a different percentage is set forth in the Amending Product Exhibit for that Product. Subject to Section 2.3, neither Party, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, may: (i) assign this Agreement; (ii) sell or assign its ownership rights to a Product to a Third Party; or (iii) license or assign any other right, title, or interest in a Product. 2.3 In the event of a sale of more than 50% of a Party’s total assets, as reflected in the Party’s most recent annual financial statements, that Party may assign this Agreement or sell or assign its ownership rights to a Product without the prior written consent of the other Party. It is understood that any successor company, either through assignment or acquisition of the ownership rights from any Party, shall be bound by the terms and conditions contained within this Agreement. 2.4 ANI or a Sales and Marketing Company designated by ANI shall have the exclusive rights to market, distribute, offer for sale, and sell Products in the Territory during the Term of this Agreement. 2.5 True and complete copies of any Party’s agreements with any Third Party or Affiliate for the manufacture or supply of any Product, Raw Materials or Components shall be attached as exhibits to this Agreement simultaneously with the delivery of an Amending Product Exhibit contemplating the inducement of such Third Party or Affiliate. 2.6 The Parties hereby appoint ▇▇▇ as an Authorized Distributor of Record (“ADR”) for all Products under this Agreement, and authorize ANI to designate additional ADRs on behalf of ANI for all Products.

The Collaboration. ​ 2.1 The Parties agree to collaborate in the selection of Products and in the development, manufacturing, registration and approval, and marketing of such Products as set forth in more detail in this Agreement and any applicable Amending Product Exhibit. Unless otherwise specified in an Amending Product Exhibit, RiconPharma will be responsible for developing the Products and ANI will be responsible for manufacturing and distribution of the Products in the Territory. The Parties shall be jointly responsible for directing any bioequivalence studies and obtaining Regulatory Approval for such pharmaceutical products, and ANI shall be responsible for maintaining such Regulatory Approvals. ANI or a separate sales and marketing company designated by ANI (a “Sales and Marketing Company”) will be primarily responsible for the marketing, distribution and sale of the Products as well as customer service, rebate management, billing, warehousing and such other responsibilities as are regularly performed by a pharmaceutical distributor. 2.2 The Parties shall jointly own all the rights, title, and interest in the Products (including without limitation, the ANDA for the Products). The respective percentages of ownership for each Product shall be one-half for each Party unless a different percentage is set forth in the Amending Product Exhibit for that Product. Subject to Section 2.3, neither Party, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, may: (i) assign this Agreement; (ii) sell or assign its ownership rights to a Product to a Third Party; or (iii) license or assign any other right, title, or interest in a Product.. ​ 2.3 In the event of a sale of more than 50% of a Party’s total assets, as reflected in the Party’s most recent annual financial statements, that Party may assign this Agreement or sell or assign its ownership rights to a Product without the prior written consent of the other Party. It is understood that any successor company, ​ ​ either through assignment or acquisition of the ownership rights from any Party, shall be bound by the terms and conditions contained within this Agreement.. ​ 2.4 ANI or a Sales and Marketing Company designated by ANI shall have the exclusive rights to market, distribute, offer for sale, and sell Products in the Territory during the Term of this Agreement.. ​ 2.5 True and complete copies of any Party’s agreements with any Third Party or Affiliate for the manufacture or supply of any Product, Raw Materials or Components shall be attached as exhibits to this Agreement simultaneously with the delivery of an Amending Product Exhibit contemplating the inducement of such Third Party or Affiliate.. ​ 2.6 The Parties hereby appoint ▇▇▇ ANI as an Authorized Distributor of Record (“ADR”) for all Products under this Agreement, and authorize ANI to designate additional ADRs on behalf of ANI for all Products.. ​