“Combination Product”. Combination Product means # any pharmaceutical product that is a single formulation consisting of a Compound as an active ingredient and one or more other active ingredients, which other active ingredients are not Compounds, are not Covered by a vTv Patent Right, and do not embody any vTv Know-How, in all such cases prior to such other active ingredient being combined with such Compound (“Other API”) or # any combination of a Compound sold together with any separately formulated Other API for a single invoiced price.

Combination Product. Licensee shall not develop a Combination Product, except as is permitted pursuant to this [Section 4.6]. If Licensee desires to develop a Combination Product, then Licensee shall submit to Verrica a reasonably detailed plan for such Combination Product (the “Combination Product Plan”). Through the JSC, Verrica and Licensee shall review and discuss in good faith the Combination Product and the Combination Product Plan for such clinical development and commercialization prior to the occurrence of any of the foregoing. If Verrica approves the Combination Product Plan, then Licensee may conduct the development activities described in the Combination Product Plan or request Verrica to conduct such development activities. Upon such Licensee’s request, Verrica shall conduct such development activities in accordance with the approved Combination Product Plan and Licensee shall reimburse Verrica for reasonable costs and expenses incurred by Verrica to conduct such development activities to the extent such costs and expenses are incurred solely for the development of the Combination Product in the Field in the Territory. Licensee may, from time to time, provide updates or amendments to the Combination Product Plan to Verrica for approval. For the avoidance of doubt, Net Sales for a Combination Product in the Territory shall be determined in accordance with [Section 1.97] and Licensee shall be under no obligation to make payment to Verrica with respect to the development and commercialization of a Combination Product except for the costs and expenses for such development activities pursuant to this [Section 4.6(a)] and the applicable transfer price required on the Net Sales for such Combination Product.

“Combination Product”. Combination Product means # any pharmaceutical product that is a single formulation consisting of a Licensed Product and one or more other active compounds or active ingredients or # any combination of a Licensed Product sold together with other separately formulated active compounds or active ingredients for a single invoiced price.

“Combination Product”. Combination Product means # any pharmaceutical product that is a single formulation consisting of a Compound as an active ingredient and one or more other active compounds or active ingredients, which other active compounds or active ingredients are not Compounds, are not Covered by a vTv Patent Right, and do not embody any vTv Know-How, in all such cases prior to such other active compound or active ingredient being combined with such Compound (“Other API”) or # any combination of a Compound sold together with any separately formulated Other API for a single invoiced price.

Combination Transaction. If holders of Common Stock receive Acquiror Stock and cash or other property in the Corporate Transaction, then # the amount credited to each Participant’s Stock Account shall be converted in part into a credit for Acquiror Stock under Section 4(f)(i) and in part into a credit for cash under Section 4(f)(ii) in the same proportion as such consideration is received by shareholders, and # ongoing deferral and crediting of Fees and DSU Shares, if any, shall continue to be made into the Stock Accounts as provided in Section 4(f)(i) in accordance with the terms of the DSUs and outstanding deferral elections.

Combination Products. For each Royalty-Bearing Product that is a Combination Product, the Parties shall, on a country-by-country basis, agree to an appropriate adjustment to Net Sales to reflect a good faith determination of the relative value of each pharmaceutically active ingredient, based on the estimated fair market value of each such therapeutically or biologically active ingredient, as follows: # In the case of a Combination Product for which a Royalty-Bearing Product and each of the other therapeutically or biologically active ingredients contained in the Combination Product are sold separately in such country by Abbott, Net Sales shall be determined by ​; # In the case of a Combination Product for which the Royalty-Bearing Product is sold separately in such country but the non-Royalty-Bearing Product therapeutically or biologically active ingredients contained in the Combination Product are not sold separately by Abbott in such country, Net Sales shall be calculated by ​; and # If in a country neither the Royalty-Bearing Product nor the therapeutically or biologically active ingredients contained in the combination product are sold separately in said country by Abbott, Net Sales of the Royalty-Bearing Product fanning part of the Combination Product shall be reasonably determined by ​. In the case where the Parties are unable to agree on ​, the Parties shall agree upon an internationally recognized independent certified public accountant who shall make such determination and whose determination shall be final and binding on the Parties.

If Licensee or its Affiliates or Sublicensees sell a Licensed Product in a Combination Product, then the Sales for such Licensed Product shall be calculated by ​.

In calculating royalties owed on the First Generation Product in the form of the [[Unknown Identifier]] Regimen and the [[Unknown Identifier]] Regimen, Net Sales throughout the world shall be adjusted as follows: # the total Net Sales of the [[Unknown Identifier]] Regimen shall be multiplied by 0.3, and # the total Net Sales of the [[Unknown Identifier]] Regimen shall be multiplied by 0.45. ​. If the Parties cannot agree on such an adjustment, a Third Party entity that is reasonably acceptable to the Parties and that performs such market estimates of pharmaceutical usage for the biotechnology or pharmaceutical industry shall make such determination, which determination shall be final and binding upon the Parties.

If Roche or its Affiliates intend to sell a Combination Product, then the Parties shall meet approximately ​ prior to the anticipated First Commercial Sale of such Combination Product in the Territory to negotiate in good faith and agree to an appropriate adjustment to Net Sales to reflect the relative commercial value contributed by the components of the Combination Product (the “Relative Commercial Value”). If, after such good faith negotiations not to exceed ​ days, the Parties cannot agree to an appropriate adjustment, the dispute shall be initially referred to the executive officers of the Parties in accordance with Section 21.2.

The term “Combination Product” shall mean