Development and Commercialization Plans. Licensee shall perform, and shall ensure that its Affiliates, sublicensees, and Third Party contractors perform, the activities described in any Development Plan for the Licensed Product in a professional manner and in compliance with, to the extent applicable, Good Laboratory Practices, Good Clinical Practices and/or Good Manufacturing Practices and in compliance with all other applicable laws, rules, and regulations.

Commercialization. In connection with this Agreement and the rights granted hereunder,

Commercialization. By ​ of each calendar year during the Term, the Continuing Party will provide to the other Party a report on the Commercialization of the applicable Reversion Product. Such report will describe in reasonable detail the Commercialization efforts for the preceding calendar year for such Reversion Product (including the past calendar year and projected budgets for such Commercialization). Further, the Continuing Party will provide such additional information regarding the Commercialization of such Reversion Product as the other Party may reasonably request, and further will meet (in person at the Continuing Party’s site) with such other Party after providing such report upon such other Party’s request to discuss same. Subject to Applicable Law, all Pricing Matters for Reversion Products will be determined by the Continuing Party, except to the extent they constitute an ACTR Matter, in which event such Pricing Matter will be determined by mutual agreement of the JSC, subject to the dispute resolution process set forth in [Section 4.5(c)]. The Parties will comply with Section 7.3 for each Reversion Product, with the Continuing Party being responsible for the global safety database for such Reversion Product.

Commercialization. Licensee shall promptly give Merck written notice that it has filed an NDA for the Licensed Product and at that time shall further provide Merck with the anticipated date of First Commercial Sale for the Licensed Product in the country of filing. Licensee shall promptly provide Merck with notice of any Marketing Authorization of Licensed Product.

On an annual basis, ACADIA shall prepare a Commercialization plan with respect to the Commercialization of each Product in the Field in the Territory pursuant to this Agreement (as may be amended by ACADIA, the “Commercialization Plan”). The Commercialization Plan for the first full year following commercial launch of the first Product for which an NDA is filed with the FDA will be provided to Neuren by ACADIA as soon as it is available but, in any event, no later than […​…] days after the filing of the NDA for such Product with the FDA. Such initial Commercialization Plan shall provide a reasonably detailed plan for ACADIA’s (or its Affiliate’s or Sub-Licensee’s) Commercialization activities with respect to such Product, including pre-launch plans and launch plans, pricing, label expansion and market positioning (which information may be preliminary). ACADIA may amend the Commercialization Plan from time to time in its discretion.

Without limiting any other provision of this Agreement ACADIA (or its Affiliate or Sub-Licensee, as applicable) shall be solely responsible for:

Plans Become party to any Multiemployer Plan, other than any in existence on the Closing Date

Plans. Prior to commencing construction of any Tenant’s changes Tenant shall furnish to Landlord, for Landlord’s reasonable approval, a detailed layout plan (the “Space Plan”), prepared by Tenant’s architect (as reasonably approved by Landlord) (“Tenant’s Architect”), for the improvements Tenant desires to have constructed in the Premises or portion thereof. The Space Plan shall also # show types of finishes for the improvements, # separately note any proposed structural work or extraordinary electrical, plumbing or HVAC requirements, # show improvements that conform to Landlord’s base building requirements, the “Tenant Construction Standards” and “Conditions for Construction”, if any, then applicable to the Building (collectively, the “Building Construction Standards”) and applicable building codes and other local, state or federal law, ordinance, rule, regulation, code, or order of any governmental entity or insurance requirement (collectively, “Legal Requirements”) now in force or which may hereafter be enacted, # be in sufficient detail as would permit the selected contractor to obtain preliminary estimates of the cost of performing all work shown thereon and # be subject to Landlord’s reasonable approval. Landlord shall respond to the Space Plan within five (5) business days after Landlord’s receipt thereof. Tenant shall cause Tenant’s Architect to promptly revise the Space Plan to address any reasonable objections raised by Landlord and Tenant shall resubmit an appropriately revised Space Plan to Landlord within five (5) business days after receipt of Landlord’s objections. This procedure shall be followed until all objections have been resolved and the Space Plan approved by Landlord and Tenant. Tenant is responsible for providing a Space Plan that complies with all applicable building codes and other Legal Requirements, and Landlord’s aforementioned approval of the Space Plan merely indicates Landlord’s consent to the proposed work shown thereon. In no event shall such approval of the Space Plan by Landlord be deemed to constitute a representation by Landlord that the work called for in the Space Plan complies with applicable Legal Requirements nor shall such consent release Tenant from Tenant’s obligation to supply a Space Plan that conforms to applicable Legal Requirements. The Space Plan, as approved by Tenant and Landlord, is referred to hereinafter as the “Final Space Plan.”

As further described in this Section 8.3, the tactics and strategy for the Commercialization of each Product in the Territory will be described in a comprehensive plan (each such plan, a “Joint Commercialization Plan”) that describes the pre-launch, launch and subsequent Commercialization of such Product in the Shared Territory (including anticipated activities relating to messaging, branding, Pricing Matters (to the extent not prohibited by Applicable Law), advertising, planning, marketing, sales force training and allocation, detailing, and Distribution Matters), key tactics and strategies for implementing those activities and the associated budget for such activities (each such included budget, a “Joint Commercialization Budget”).

Joint Commercialization Plan. Any expenses incurred by a Party for Commercialization activities in the Shared Territory related to a Product that do not fall within the definitions of Joint Commercialization Costs will be borne solely by such Party unless the JCC determines otherwise. In addition, any expenditure or cost that exceeds the amount set forth in the applicable Joint Commercialization Plan by more than ​ for a calendar year or any unbudgeted cost that is incurred by either Party will be borne by such Party; provided that the JCC will have the discretion to review such expenditures or costs and propose to the JSC that they be designated as Joint Commercialization Costs.