GIS » Topics » Article 6 - HEALTH CLAIMS

This excerpt taken from the GIS 10-K filed Jul 26, 2007.
Article 6 – HEALTH CLAIMS

6.1            Should LICENSEE elect to obtain a Health Claim for any New Product which it sells in the Territory, LICENSEE shall bear [***] associated with obtaining such Health Claim. Should SODIMA desire to utilize the results of any clinical studies conducted by LICENSEE, (or conducted by a third party at LICENSEE's request) in order to try to obtain similar health claims in countries outside the United States (either for the benefit of SODIMA or its licensees), before any publication of same in the scientific literature (which would make the results of such studies public domain information), SODIMA shall have the right to do so provided it (i) notifies LICENSEE, in writing, of its intent to use the results of such clinical studies and (ii) pays either upfront or retroactively the sum of [***] incurred by LICENSEE in conducting such studies or having such studies conducted minus the out-of-pocket costs of any Bridging Studies incurred by SODIMA.

6.2            To the extent a New Product sold by LICENSEE in the Territory is based on a Health Claim which provides a significant competitive advantage to LICENSEE in its sales of such New Product, LICENSEE shall be entitled to an extended royalty discount on sales of such New Product in the Territory. Such extended royalty reduction, which shall be [***], shall be calculated as follows:

 

 

a)

LICENSEE shall declare to SODIMA the Gross Revenues corresponding to the sales of





such New Product; and

 

 

b)

SODIMA shall then invoice, at the usual rate of royalty, taking into account [***] of the Gross Revenues arising from such sales of New Product.

 

Such extended royalty reduction described above, further, shall terminate [***] after New Product Launch of such New Product.

 

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