Sales Period. Notwithstanding [Section 10.6(a)], upon any termination of this Agreement other than termination by [[Durect:Organization]] pursuant to [Section 10.3] or [Section 10.4], Gilead shall have the right to market, distribute, offer to sell and sell the remaining Product then in its inventory as of the date of such termination ​ (subject to Gilead’s obligations under Article 6). Notwithstanding the foregoing, upon any termination of this Agreement, the Parties shall cooperate in good faith to ensure an orderly transition and disposition of Product and treatment of patients receiving Product (including patients in a clinical trial or receiving Product following approval) in the Territory (including Access Territories), in compliance with Applicable Law and instructions and/or guidance of Regulatory Authorities.

Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose of (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire any asset or assets and # in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose of (including pursuant to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Restricted Subsidiaries to sell, lease, transfer or otherwise dispose of (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each action

Bulk Sales. The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Borrower.

No later than ​ prior to the Target Launch Date, [[Unknown Identifier]] shall provide a final forecast of reasonably expected Net Sales of the Product in the Territory in the Field for a ​ period, including projected ​ Net Sales (the “Sales Forecast”). Thereafter, each ​ of the Term, [[Unknown Identifier]] shall prepare and provide to BI an ​ Sales Forecast for such period. The Sales Forecast shall be updated by [[Unknown Identifier]] from time to time as appropriate, discussed at the JPC, and comprise part of the Sales Plan.

Sales Payments. Upon any termination or expiration of this Agreement, [[Unknown Identifier]] shall pay BI a pro-rated Sales Payment for sales achieved as of such effective date of termination, at the percentage of Annual SCLC Net Sales applicable for such Contract Year (including a pro-rated Annual Floor payment if applicable).

Bulk Sales. Seller shall timely file all required disclosures in connection with the sale in order to receive clearance letters pursuant to the bulk sales requirements in the States of California, Maryland, and Pennsylvania, or alternatively, Seller shall provide Purchaser

Discretionary Sales. The Collateral Manager may direct the Trustee to sell (in addition to any sales pursuant to [clauses (a) through (e) above]) any Collateral Obligation to any party other than ORCC at any time other than during a Restricted Trading Period if after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this [Section 12.1(g)] during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be).

Mandatory Sales. The Collateral Manager on behalf of the Issuer shall use its commercially reasonable efforts to effect the sale (regardless of price, but after a reasonable period of market inquiry, except that sales to ORCC or its Affiliates must be on arm’s length terms) subject to any applicable transfer restrictions of any Collateral Obligation that # no longer meets the criteria described in clause (vii) of the definition of “Collateral Obligation,” within 18 months after the failure of such Collateral Obligation to meet such criteria or # no longer meets the criteria described in clause (vi) of the definition of “Collateral Obligation” within 45 days after the failure of such Collateral Obligation to meet either such criteria.

Sales Force. Eversana shall engage sales representatives as set forth in the Commercialization Plan (the “Sales Force”) to market the Product under the supervision and management of Eversana. The Parties acknowledge and agree that the intent and purpose of this Agreement is to maximize the sales volume of Products and profitability, subject to Applicable Law and the Sales & Promotion Policies, and that a sales force expansion shall be contemplated in the Commercialization Plan for this purpose. Eversana shall engage at least twenty (20) Eversana full-time equivalent sales representatives to market the Product at Commercial Launch and thereafter, and such sales representatives shall be one hundred percent (100%) dedicated to the Product to perform Eversana’s sales and marketing activities under [Exhibit B] (the “Dedicated Employees”). For clarity, and by way of example only, a sales force representative who is a Dedicated Employee would not market or detail to doctors any other products other than the Product. Additionally, within sixty (60) days of the Effective Date, the Committee shall agree, in writing, on the level of increase in prescription fill rates for the Product per quarter per sales representative over the prior quarter that would trigger a requirement for Eversana to engage an additional full-time equivalent sales representatives by the end of that current quarter to market the Product, up to a maximum of one hundred (100) full-time equivalent sales representatives. Further, Eversana would be permitted, subject to the Committee’s approval, to decrease the number of sales representatives at any time due to a recall, FDA advisory, or any other circumstance that the Committee reasonably believes would materially impact future Product sales volume.

Sales Reports. Within ten (10) days after the end of each calendar month, Eversana shall deliver to Evoke a report setting forth the total prescriptions during such calendar month broken out by Sales Force representative and territory. Eversana shall provide such report to Evoke in an Excel spreadsheet or similar electronic database form to the extent reasonably possible.