Contract analysis

Section 1: Purpose and Scope 1.1 Purpose. The purpose of this Schedule F is to establish the detailed methodology for calculating, monitoring, and enforcing the most favored nation ("MFN") pricing obligation set forth in Article 7.4 of the Agreement. The MFN pricing mechanism is designed to ensure that the Licensed Product is not sold by Licensee, its Affiliates, or its sublicensees in the Licensed Territory at price

Section 2: Definitions For purposes of this Schedule F, the following terms shall have the meanings set forth below: 2.1 "MFN Reference Price" means, with respect to each dosage strength (25 mg and 50 mg, respectively) of the Licensed Product, the lowest Net Price per unit (i.e., per tablet) at which Licensor (Penterra Pharmaceuticals Corp.) or any of Licensor's other licensees (excluding Licensee and its Affiliates)

Section 3: MFN Reference Price Determination 3.1 Data Collection and Reporting by Licensor. Licensor shall, within thirty (30) days after the end of each calendar quarter (or, if later, within thirty (30) days after Licensor has received complete pricing data from its other licensees in the Reference Markets), provide Licensee with a written statement (the "Reference Price Statement") setting forth the following info

Section 4: MFN Compliance by Licensee 4.1 Pricing Obligation. Licensee shall ensure that the Territory Net Price per unit in each country of the Territory, for each dosage strength (25 mg and 50 mg) and Comparable Pack Size, does not fall below the MFN Floor Price (i.e., does not fall more than fifteen percent (15%) below the MFN Reference Price) during any calendar quarter. This obligation is absolute and applies ac

Section 5: MFN Adjustment Payment Calculation 5.1 Determination of MFN Breach. An "MFN Breach" shall be deemed to have occurred if, in any calendar quarter, the Territory Net Price per unit in any country of the Territory falls below the MFN Floor Price for the applicable dosage strength (25 mg or 50 mg) and Comparable Pack Size. Each instance of non-compliance (i.e., each country/dosage-strength combination for whic

Section 6: Quarterly Reconciliation Process 6.1 Timeline for Reconciliation. The quarterly reconciliation process shall proceed according to the following timeline: (a) Licensee Reporting: Within forty-five (45) days after the end of each calendar quarter, Licensee shall deliver the Territory Pricing Report to Licensor in accordance with Section 4.3. The Territory Pricing Report shall contain all information necessar

Section 7: Currency Conversion 7.1 Denomination. All MFN calculations under this Schedule F, including the MFN Reference Price, MFN Floor Price, Territory Net Price, and MFN Adjustment Payment, shall be expressed and calculated in United States Dollars. 7.2 Conversion Methodology. Where the Licensed Product is sold in a currency other than USD (whether in a Reference Market or in a Territory country), conversion to U

Section 8: Exceptions and Carve-Outs The MFN pricing obligation set forth in this Schedule F shall not apply to, and the following categories of transactions shall be excluded from the calculation of Territory Net Price and from the determination of MFN Breaches: 8.1 Government-Mandated Pricing. In the event that a government authority in any country of the Territory mandates, through binding regulation, legislation,

Section 9: Interaction with Royalty Provisions 9.1 Separate and Additive Obligations. MFN Adjustment Payments calculated and payable under this Schedule F are separate from, and in addition to, all royalty payments owed by Licensee to Licensor under Article 7 of the Agreement. For the avoidance of doubt, the tiered royalty structure set forth in the Agreement — being eight percent (8%) of annual aggregate Net Sales u

Section 10: Term of MFN Obligation 10.1 Duration. The most favored nation pricing obligation set forth in this Schedule F shall remain in effect on a country-by-country basis for the duration of the Royalty Term (as defined in the Agreement) applicable to each such country of the Territory. The Royalty Term for each country is the period commencing on the date of first commercial sale of the Licensed Product in such

Section 11: Record-Keeping 11.1 Record Retention. Each party shall maintain complete, accurate, and contemporaneous records sufficient to permit the verification of MFN Reference Prices (in the case of Licensor) and Territory Net Prices (in the case of Licensee) for a period of not less than five (5) years following the end of the calendar year to which such records relate. Such records shall include, without limitat

Section 12: Confidentiality 12.1 Confidential Treatment. All MFN Reference Price data, Reference Price Statements, Territory Pricing Reports, MFN Adjustment Payment calculations, audit findings, and any other information exchanged between the parties in connection with this Schedule F shall be treated as Confidential Information of the disclosing party and shall be subject to the confidentiality provisions set forth

Section 13: Illustrative MFN Calculation The following worked example is provided for illustrative purposes only and is not intended to establish any presumption regarding actual pricing, sales volumes, or MFN compliance. In the event of any conflict between this illustrative example and the substantive provisions of Sections 1 through 12 of this Schedule F, the substantive provisions shall control. Assumptions: • Do

Section 14: Amendments This Schedule F may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both Licensor and Licensee, in accordance with the amendment provisions set forth in Article 16.5 of the Agreement. No oral agreement, course of dealing, or course of performance shall be deemed to amend or modify the terms of this Schedule F. Any waiver of a pro