Co-operation. The non-enforcing Party agrees to co-operate fully in any Infringement action pursuant to this Section 9.3, including by making the inventors (to the extent it is able), applicable records and documents (including laboratory notebooks) with respect to the relevant Patents available to the enforcing Party on the enforcing Party’s reasonable request. With respect to an action controlled by the applicable enforcing Party, the non-enforcing Party shall, and shall cause its Affiliates to, assist and co-operate with the enforcing Party, as the enforcing Party may reasonably request from time to time, in connection with its activities set forth in this Section 9.3, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours.

Co-Promotion. Except for the co-promotion rights expressly granted to the Parties under this Agreement and except as otherwise permitted under an applicable Commercialization Plan or Co-Promotion Agreement, neither Party shall be permitted to Co-Promote the Products in the Territory with any Third Party.

Pharma Co. X marketing personnel representing each of its three ERO brands attended the September 1, 2015 presentation. The presentation included a pitch deck in which PRACTICE FUSION proposed the CDS program focus on the treatment of pain by: “Leverag[ing] Practice Fusion Platform to deliver Clinical Decision Support and measure the impact and real world outcomes on patient care”; delivering “clinical patient-centric provider messages” targeted at healthcare providers with “opioid naive patients with chronic pain,” and with patients currently

Pharma Co. X employees understood based on the presentation that the Pain CDS would keep pain top of mind and influence physicians to switch more patients from non-opioids and IROs to Pharma Co. X’s EROs. Marketing personnel within Pharma Co. X also liked that the proposed Pain CDS allowed Pharma Co. X to, in essence, be present in the exam room while they interacted with patients.

Pharma Co. X Employee #1 and PRACTICE FUSION personnel—including Employee #4 and Employee #5—worked together to design the Pain CDS alert. Employee #5 and Pharma Co. X Employee #1 reviewed the draft Pain CDS from PRACTICE FUSION’S clinical personnel and proposed edits that would enhance the likelihood that the Pain CDS would increase prescriptions.

Pharma Co. X marketing personnel remained involved in designing the Pain CDS at the time the NEJM article was selected and incorporated into the Pain CDS.

Pharma Co. X anticipated that prompting doctors to assess and re-assess pain would increase ERO prescriptions.

Pharma Co. X decided to pay PRACTICE FUSION’S price by reference to Pharma Co. X’s anticipated increase in ERO prescriptions.

“Pharma Co. X” (a pseudonym) was a United States-based pharmaceutical company whose products included branded extended release opioids.

Pharma Co. X Employee #1 was Pharma Co. X’s Director of eMarketing.