In the event that, with respect to any Primary Combination Product sold in a particular country, the weighted average sale price(s) in such country of neither the Primary Basic Product nor the Primary Other Product(s) in the Primary Combination Product can be determined, the Primary Net Sales of the Primary Combination Product shall, for the purposes of determining royalty payments with respect to such Primary Combination Product, be commercially reasonable and determined by good faith negotiation between Primary and Legacy consistent with the ratios and related principles referenced above and based on the relative value of the CDC(s) and the other active pharmaceutical ingredient(s) to such Primary Combination Product.

Net Sales of a Licensed Product that is a Combination Product in a country in the Territory will be calculated by first determining Net Sales of such Combination Product (in its entirety) in such country pursuant to the foregoing and then multiplying the Net Sales of such Combination Product by the fraction A/(A+B), where A is the gross invoice price of the Licensed Product contained in such Combination Product described in ​ in such country and B is the gross invoice price of the other products or active ingredients described in [Section 1.23] included in the Combination Product if sold separately in such country. In the event no such separate sales are made in such country, Net Sales of such Combination Product in such country will be calculated by multiplying such Net Sales by a fraction fairly and reasonably reflecting the relative value contributed by the Licensed Product to the total value of the Combination Product as determined by the Parties in good faith.

“Combination Product” means a product that is a combination of a Licensed Product sold together with another biologically active compound(s) or another biologically active ingredient(s) (such other compound or ingredient, the “Other Product”) for a single invoiced price.

In the event a Licensed Product is sold as part of a Combination Product in a country, the Net Sales for such Combination Product shall be calculated for each applicable Calendar Quarter as follows:

“Y” is the sum of the average sales price as a single entity during the applicable reporting period achieved in that country (as applicable) of each product included in the Combination Product when such product is sold as a separate product and not as part of a Combination Product; and

Net Sales of the Licensed Product for any Combination Product if the Licensed Product or other active ingredients in such Combination Product are not sold separately in such country, will be calculated by multiplying the Net Sales of the Combination Product by a fraction, the numerator of which will be the fair market value of the Licensed Product as if sold separately, and the denominator of which will be the aggregate fair market value of all the other active ingredients of such Combination Product, including the Licensed Product, as if sold separately. In such event, Omega will in good faith make a determination of the respective fair market values of each component included in the Combination Product and will notify Nitto of such determination and provide Nitto with Omega’s basis for such determination. If Nitto in good faith does not agree with such determination, then the fair market value of each component of a Combination Product will be a determined by a Third Party expert selected by Omega and reasonably acceptable to Nitto.

If the Product (without such Other Component) contained in the Combination Product and Other Component(s) contained in the Combination Product are not sold separately in such country, or if they are sold separately but the average gross selling price of neither such Product (without such Other Component) nor such Other Component(s) can be determined in such country, Net Sales of the Combination Product in such country will be calculated by mutual agreement of the Parties.

Product Specifications. ​ shall supply all Products according to the Specifications in effect as of the date of this Agreement, with such changes or additions to the Specifications of the Products related thereto as shall be requested by ​ in accordance with this Section or as otherwise agreed in writing by the Parties. All other Products shall be manufactured with such Specifications as the Parties shall agree in writing. "Specifications" means, with respect to any Product, the design, composition, dimensions, other physical characteristics, chemical characteristics, packaging, unit count and trade dress of such Product. The Specifications hereby incorporate the Laws and all rules and regulations promulgated thereunder by any governmental authority, including but not limited to the Oregon Department of Agriculture and the U.S Agricultural Improvement Act of 2018. The Products shall not contain any substance or chemical prohibited by such Laws, rules and regulations.

Except as otherwise provided in written agreement between Executive and the Company, Executive shall retain all right, title and interest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that were conceived, reduced to practice, developed or made by Executive prior to his Employment with the Company (“Executive’s Inventions”).

Work Product. In the event that the Director participates in any of the Company's research and development activities ("Company Practice"), or pursues research and development activities that are premised on, or extensions of, in whole or in part, research or development activities carried on by the Company ("Derivative Practice"), then the Company shall own all right, title and interest relating to all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Director or jointly with others and are either materially derivative from Company Practice or Derivative Practice or involved Director's use of Company IP (collectively, “Developments”). The Director agrees to make full and prompt disclosure to the Company of all Developments and provide all Developments and all materials and concepts relating to Developments to the Company. Director hereby assigns to the Company or its designee all of the Director's right, title and interest in and to any and all Developments. The Director agrees to cooperate fully with the Company, both during and after the term of this Agreement, with respect to the procurement, maintenance and enforcement of intellectual property rights (both in the United States and foreign countries) relating to any Developments. The Director shall sign all documents which may be necessary or desirable in order to protect the Company's rights in and to any Developments, and the Director hereby irrevocably designates and appoints each officer of the Company as the Director's agent and attorney-in-fact to execute any such documents on the Director's behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Developments.