{"id":42705,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/proprietary-drug-development-and-marketing-agreement-barr.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"proprietary-drug-development-and-marketing-agreement-barr","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/proprietary-drug-development-and-marketing-agreement-barr.html","title":{"rendered":"Proprietary Drug Development and Marketing Agreement &#8211; Barr Laboratories Inc. and DuPont Pharmaceuticals Co."},"content":{"rendered":"<pre>\n              PROPRIETARY DRUG DEVELOPMENT AND MARKETING AGREEMENT\n\n         This PROPRIETARY DRUG DEVELOPMENT AND MARKETING AGREEMENT\n('Agreement'), effective on March 20, 2000 (the 'Effective Date'), is made by\nand between Barr Laboratories, Inc., a corporation organized and existing under\nthe laws of New York and having its principal offices at 2 Quaker Road, Pomona,\nNew York 10970 (hereinafter 'Barr'), and DuPont Pharmaceuticals Company\n(hereinafter 'DuPont'), a general partnership organized and existing under the\nlaws of the State of Delaware and having its principal offices at Chestnut Run\nPlaza, 974 Centre Road, Wilmington, Delaware 19807-2802.\n\n         WHEREAS, DuPont is in the business of discovering, developing,\nmanufacturing and marketing new chemical entities as pharmaceutical products;\n\n         WHEREAS, Barr is in the business of developing, manufacturing and\nmarketing generic and proprietary drugs, and in particular is developing\nCyPat(TM), Seasonale(TM) and *** as proprietary drugs;\n\n         WHEREAS, the Parties have determined that certain proprietary drugs\nunder development at Barr may be more efficiently and effectively developed and\nmarketed through a beneficial collaboration, and in particular, that\ncollaborative development and marketing of CyPat(TM), Seasonale(TM) and ***\nwould be beneficial to the Parties and their patients;\n\n         WHEREAS, DuPont is not in the position to develop CyPat(TM),\nSeasonale(TM) and *** itself and believes that collaborative development\nCyPat(TM), Seasonale(TM) and *** would be beneficial to the Parties; and\n\n         WHEREAS, the Parties wish to create an alliance that permits such\nefficient and effective development and marketing.\n\n         NOW, THEREFORE, in consideration of the mutual promises hereinafter set\nforth, and intending to be legally bound hereby, Barr and DuPont hereby agree as\nfollows:\n\n1.       Definitions.\n\n         Each of the capitalized terms used in this Agreement (other than the\nheadings of the Sections) shall have the meaning indicated in this Agreement.\n\n         1.1      The term 'Affiliate' or 'Affiliated' shall mean, with respect\nto a Party, any other business entity which directly or indirectly controls, is\ncontrolled by, or is under common control with, such Party. As used in this\ndefinition of 'Affiliate,' the term 'control' shall mean direct or indirect\nbeneficial ownership of more than fifty percent (50%) of the voting or income\ninterest in such business entity.\n\n\n\n                                      -1-\n\n\n\n         1.2      The term 'Affiliated Customer' shall mean, with respect to a\nParty, any Affiliate.\n\n         1.3      The term 'Agency' as used herein means any governmental\nregulatory authority responsible for granting health or pricing approvals,\nregistrations, import permits, and other approvals required before a Funded\nProduct may be tested or marketed in any country. The term Agency includes the\nFood and Drug Administration ('FDA').\n\n         1.4      The term 'Agency Approval' shall mean final authorization by\nan Agency to market and sell the Funded Products in a country in the Territory.\n\n         1.5      The term 'Commercially Reasonable Efforts' as used herein\nshall mean those efforts consistent with the exercise of prudent scientific and\nbusiness judgment as applied to other research, development and\ncommercialization efforts for products of similar scientific and commercial\npotential within the research programs and relevant product lines of such Party.\n\n         1.6      The term 'CyPat(TM)' as used herein means cyproterone acetate,\na synthetic oral hydroxyprogesterone agent used in the treatment of prostate\ncancer and its associated syndromes.\n\n         1.7      The term 'Development Costs' as used herein means External\nVerifiable Development Expense and Internal Verifiable Development Expense.\n\n         1.8      The term '***' as used herein means ***\n\n                                      ***.\n\n         1.9      The term 'External Verifiable Development Expense' as used\nherein includes those external costs to acquire, develop and submit the Funded\nProducts to the FDA for approval and reported as research and development\nexpense on financial statements to shareholders and consistent with Financial\nAccounting Statement No. 2. Such costs include, but are not limited to, the\nexpenses included in Attachment A hereto.\n\n         1.10     The term 'First Commercial Sale' shall mean, with respect to\nthe Funded Products, the first sale for use or consumption by the public of such\nFunded Products in the Territory after all required approvals, including\nmarketing approval, have been granted by the FDA.\n\n         1.11     The term 'Funded Products' as used herein means Barr's\nproprietary development candidates CyPat(TM), Seasonale(TM), *** and any\nproprietary drug substituted pursuant to Section 2.9 hereof. The term 'Funded\nProduct' refers to any one of the preceding development candidates in the\nsingular.\n\n         1.12     The term 'Internal Verifiable Development Expenses' as used\nherein means those internal costs to develop and submit the Funded Products to\nthe FDA for approval and reported as research and development expense on\nfinancial statements to shareholders and consistent with\n\n\n\n                                      -2-\n\n\nFinancial Accounting Statement No. 2. Such costs include, but are not limited\nto, the expenses included in Attachment A hereto.\n\n         1.13     The term 'Net Sales' shall mean the aggregate gross invoice\nprice of Funded Products sold by Barr and its Affiliates and its licensees, to\nan independent Third Party in bona-fide, arms-length transactions, in the\nTerritory after deducting (to the extent actually incurred and to the extent not\nalready deducted in the amount invoiced): (i) customary trade, cash and quantity\ndiscounts, (ii) rebates, adjustments and allowances, including for rejections,\nrecall, returns, and floorstock adjustments, (iii) Medicaid and other federal or\nstate rebates, chargebacks and similar items, (iv) if included in the aggregate\ngross invoice price of Product, custom duties, sales or excise taxes (including\nany such tax as a value added tax or similar tax or charge), and (v) if included\nin the aggregate gross invoice price of Product, freight and insurance on\nshipment of Product.\n\n         1.14     The term 'Non-Affiliated Customer' shall mean any purchaser of\na Funded Product who is not an Affiliated Customer.\n\n         1.15     The term 'Party' means Barr or DuPont and, when used in the\nplural, shall mean Barr and DuPont.\n\n         1.16     The term 'Patent Right' as used herein shall mean (a) all\npatent applications heretofore or hereafter filed in any country owned or\ncontrolled or licensed to Barr during the term of this Agreement, together with\nany and all United States and foreign patents that have issued or in the future\nwill issue therefrom, and (b) all divisionals, continuations,\ncontinuations-in-part, reexaminations, reissues, renewals, substitutions,\nconfirmation, registrations, revalidations, extensions or additions to any such\npatents and patent applications and patents issuing thereon; all to the extent\nand only to the extent that Barr now has or hereafter will have the right to\ngrant licenses or other rights thereunder.\n\n         1.17     The term 'Research Management Committee' or 'RMC' as used\nherein shall mean the committee described in Section 2.1 hereof.\n\n         1.18     The term 'Research Program' as used herein means any and all\nresearch, development and manufacturing activities necessary or appropriate to\ngain Agency approval for the Funded Products. The Research Program and the\ntimeline therefor shall be more fully described in a separate document to be\ndelivered by Barr no later than May 1, 2000.\n\n         1.19     The term 'Sales Year' shall mean (i) with respect to the first\nSales Year, the period commencing on the Effective Date and ending on June 30,\n2000; (ii) with respect to the second through tenth Sales Years (2001 - 2009),\neach such fiscal year.\n\n         1.20     The term 'Seasonale(TM)' as used herein means Barr's agent\ncombining levonorgestrel and ethinyl estradiol.\n\n\n\n                                      -3-\n\n\n         1.21     The term 'Territory' as used herein means the entire world.\n\n         1.22     The term 'Third Party' shall mean any party other than Barr or\nDuPont or an Affiliate of either of them.\n\n2.       Development and Commercialization.\n\n         2.1      A Research Management Committee (the 'RMC') will be\nestablished which will be responsible for the management of the Research\nProgram. The RMC will prepare and review the annual research plans, monitor the\nprogress of Barr in performing the Research Program and determine whether the\nresearch milestones as set forth therein have been successfully completed. The\nRMC will be comprised of five (5) members with three (3) representatives\nappointed by Barr and two (2) representatives appointed by DuPont. The RMC shall\nbe co-chaired jointly by the Project Leaders as defined in Section 2.4 below.\nEither Party, in its sole discretion, may appoint substitute or replacement\nmembers of the RMC to serve as its representatives upon notice to the other\nParty. The initial members of the RMC shall be appointed by the Parties within\nthirty (30) days following the Effective Date.\n\n         2.2      The RMC shall meet at least once each quarter or such lesser\nfrequency as the Parties shall determine during the term of the Research\nProgram, at such times and places as agreed to by Barr and DuPont, alternating\nbetween Pomona, New York and Wilmington, Delaware, or such other locations as\nthe Parties shall agree. The Party hosting each meeting of the RMC promptly\nshall prepare and deliver to the other Party within fifteen (15) business days\nafter the date of such meeting, minutes of such meeting setting forth all\ndecisions of the RMC relating to the Research Program in form and content\nreasonably acceptable to the other Party. The RMC and any of its members may\nmeet or attend meetings by telephone or video conference. The RMC will\ncommunicate regularly by telephone, facsimile and video conference. Meetings and\ntelephone and video conferences of the RMC may be attended by such other\ndirectors, officers, employees, consultants and other agents of Barr and DuPont\nas the Parties from time to time reasonably agree.\n\n         2.3      All decisions of the RMC shall be made by majority vote of all\nof the members, with each member of the RMC entitled to one vote.\n\n         2.4.     Barr and DuPont each shall appoint a person (a 'Project\nLeader') to coordinate its part of the Research Program. The Project Leaders\nshall be the primary contacts between the Parties with respect to the Research\nProgram. Each Party shall notify the other within thirty (30) days of the\nEffective Date of the appointment of its Project Leader and shall promptly\nnotify the other Party upon changing this appointment.\n\n         2.5      By May 1, 2000, Barr will provide DuPont with a written\ndescription of the Research Program, such description having sufficient detail\nso as to enable DuPont to understand the goals and objectives of the Research\nProgram. At the end of each quarter thereafter, Barr will provide DuPont with\nwritten reports of progress made towards achieving the goals of the\n\n\n\n                                      -4-\n\n\nResearch Program and the path Barr expects to follow in the next quarter, such\nreports having sufficient detail so as to enable DuPont to ascertain Barr's\nprogress and Barr's direction towards fulfilling the goals and objectives of the\nResearch Program. Barr shall have sole discretion to direct and control the\nResearch Program and shall use Commercially Reasonable Efforts to carry out all\nactivities under the Research Program at its own expense, and to complete it\nwithin the timelines approved by the RMC, provided that neither the Research\nProgram nor anything in this Agreement shall constitute any warranty or covenant\nthat the Funded Products will be successfully developed at all or over such\ntimeline. Barr shall at the soonest practicable time (in its sole discretion),\nconsistent with sound scientific and business principles, file applications for\nAgency approval to sell Funded Products in the United States and other countries\nwhere there is a reasonable market opportunity and shall thereafter maintain in\nfull force and effect Agency Approval for the Funded Products in such\njurisdictions where it deems it appropriate (in its sole discretion). Barr shall\nbe the sole owner of all such applications and\/or approvals related to the\nFunded Products.\n\n         2.6      Barr shall be the sole owner of any and all Patent Rights,\ndata, information, inventions and discoveries generated as a result of the\nResearch Program. As owner, Barr shall have the right, at its option and expense\nand through attorneys and agents of its choice, to prepare, file and prosecute\n(including any proceedings relating to reissues, reexaminations, protests,\ninterferences and requests for patent extensions or supplementary protection\ncertificates) in its own name any patent applications with respect to any of the\nabove owned by it and to maintain any patents issued. In connection therewith,\nDuPont agrees to cooperate with Barr at Barr's expense in the preparation and\nprosecution of all such patent applications and in the maintenance of any\npatents issued. The obligations set forth in this Section 2.6 shall survive the\nexpiration or termination of this Agreement.\n\n         2.7      In the event that DuPont becomes aware of any actual or\nthreatened infringement of any Patent Right of Barr, DuPont shall promptly\nnotify Barr, and Barr shall control alone the conduct of any legal action or\nproceeding, and shall bear the actual costs and expenses of such action.\n\n         2.8      Barr shall use good faith, Commercially Reasonable Efforts, to\ncommercialize each Funded Product, after gaining Agency Approval and to market\nand sell them after gaining Agency Approval, in each case consistent with the\nusual methods followed by Barr in commercializing, marketing and selling its\nother pharmaceutical products. DuPont acknowledges that Barr shall have the sole\nresponsibility for the manufacture, packaging, distribution, marketing, pricing,\nsupply, shipping, warehousing, invoicing, billing and for collection of\nreceivables resulting from sales of the Funded Products. At all times during the\nResearch Program, Barr shall undertake all Commercially Reasonable Efforts to\nmake available and sell sufficient quantities of the Funded Products to meet the\nrequirements of its customers, taking into account the actual demand for the\nFunded Products and the marketing strategy for each Funded Product. DuPont\nrecognizes and accepts that the final decision for the allocation of the Funded\nProducts in the event of a shortage rests with Barr. Barr may take into\nconsideration \n\n\n\n                                      -5-\n\n\nthe global market Barr is obligated to supply in determining such allocation.\nDuPont also recognizes and accepts that the final decision for the pricing of\nthe Funded Products rests with Barr.\n\n         2.9      As a one-time opportunity, Barr may substitute one other\nproprietary drug development product for any of the three Funded Products in the\nfirst eighteen (18) months following the Effective Date; provided that DuPont\nagrees to such substitution, which agreement shall not be unreasonably withheld.\nIn such event, the substitute proprietary drug shall be considered a Funded\nProduct and shall be subject to all terms and conditions relating to Funded\nProducts.\n\n3.       Right of First Offer.\n\n         Barr hereby grants DuPont and DuPont hereby accepts a right of first\noffer to be Barr's sales and marketing partner should Barr desire to have a\nsales and marketing partner in any country of the Territory for any of the\nFunded Products. At such time that Barr decides it would like to seek such a\nsales and marketing partner, Barr will provide DuPont all information necessary\nfor DuPont to make an informed decision about its level of interest. DuPont will\nthen have thirty (30) business days from receipt of all such information to make\na first offer to Barr for such country and such Funded Product. In the event\nthat Barr accepts DuPont's offer, then the Parties will promptly negotiate and\nexecute a definitive agreement within thirty (30) business days covering agreed\nupon terms and conditions of the sales and marketing partnership. In the event\nBarr declines DuPont's offer, then Barr will so notify DuPont. If Barr does not\naccept DuPont's offer, then Barr may offer the opportunity to market and sell\nthe Funded Product to a Third Party, provided that Barr shall not accept from a\nThird Party an offer unless such other offer shall, be more economically\nfavorable to Barr. The Parties acknowledge and agree that the determination of a\nmore economically favorable offer may include factors in addition to the\nfinancial terms of an offer. Nothing in this Agreement shall prohibit Barr from\nselling and marketing Funded Products in the Territory without offering the\nrights set forth in this Section 3 to DuPont.\n\n4.       Development Financing.\n\n         4.1      DuPont will make available to Barr up to forty-five million\nUnited States Dollars (45,000,000 USD) in research and development funding for\nthe Research Program. ***\n\n                  ***.  The total funding to be provided by DuPont for all three\nFunded Products shall be limited to Development Costs and shall be limited by\ncalendar quarter as set forth in Exhibit I. If development of a Funded Product\nis discontinued, no additional funding for that Funded Product will be made\nafter the date of discontinuance, and funding for the other Funded Products will\nnot be increased beyond the levels provided for under Section 4.1 for each\nFunded Product. Substitution of another drug development product, as allowed in\nSection 2.9 hereinabove, shall not increase the amount of funding provided under\nthis Section\n\n\n\n                                      -6-\n\n\n         4.1.     The substitute program will be funded only with those amounts\nremaining from the fund of the substituted Funded Product. None of Barr's costs\nor expenses with respect to *** shall be charged as Development Costs, unless\nBarr obtains rights to ***.\n\n         4.2      Within sixty (60) of the end of the first calendar quarter and\nthirty (30) days of the end of each calendar quarter thereafter, Barr will\nprovide DuPont with a report that details by Funded Product the composition and\nelements included in determining the Development Costs for that quarter. Within\nthirty (30) days of receiving said report, DuPont will pay Barr, the lower of\nthe Development Costs for that quarter or the amount specified in Exhibit I.\n\n         4.3      Barr will provide DuPont thirty (30) days prior to the end of\neach calendar quarter, a good faith estimate of Development Costs for such\ncurrent quarter. Such estimate shall be for accounting purposes and shall not be\nbinding.\n\n         4.4      All payments to be made under this Agreement shall be made in\nUnited States dollars in the United States by wire transfer to a bank account\ndesignated by the Party to be paid. In the event that any payment due under this\nAgreement is not made when due, the payment shall accrue interest from the date\ndue at the rate of eighteen percent (18%) per annum; provided, that in no event\nshall such rate exceed the maximum legal annual interest rate. The payment of\nsuch interest shall not limit a Party from exercising any other rights it may\nhave as a consequence of the lateness of any payment.\n\n         4.5      As a one-time occurrence, Barr will be allowed to include in\nthe amounts provided under Section 4.1 hereinabove its External Verifiable\nDevelopment Expenses for the Funded Products during the calendar quarter ending\nDecember 31, 1999. If Barr acquires rights to develop ***, Barr also will be\nallowed to include in the amounts provided under Section 4.1 hereinabove its\nExternal Verifiable Development Expenses for *** beginning October 1, 1999. All\nof such costs for the calendar quarter ending December 31, 1999 shall not ***\n                                               *** and shall be counted as an \nExternal Verifiable Development expense for the first calendar quarter of 2000.\n\n         4.6      Barr will be responsible for all costs associated with the\nResearch Program, except as expressly provided in this Section 4.\n\n5.       Royalty Payments.\n\n         5.1      As consideration for the funding provided to Barr by DuPont\nunder Section 4 hereinabove, Barr shall pay DuPont a royalty equal to        ***\n                 in the Territory of each Funded Product. Barr's obligation to\npay DuPont the royalty shall commence sequentially at the time of First\nCommercial Sale of each Funded Product and shall sequentially cease upon the\ntenth anniversary of the First Commercial Sale of each respective Funded\nProduct. Barr will pay such royalty to DuPont within thirty (30) days of the end\nof each calendar quarter.\n\n\n\n                                      -7-\n\n\n         5.2      If Barr launches a generic version of a Funded Product, then\nBarr shall pay DuPont a royalty equal to                    ***                \nin the Territory. This royalty will be in addition to the royalty owed on each\nFunded Product as set forth in Section 5.1. Barr's obligation to pay DuPont the\nroyalty shall commence at the time of First Commercial Sale of such generic\nversion and shall be subject to the same terms set forth in Section 5.1\nhereinabove.\n\n         5.3      Notwithstanding Section 5.1, Barr has the right but not the\nobligation to pay DuPont the amount previously paid by DuPont to fund Barr's\ndevelopment activities for such particular Funded Product, subject to compliance\nwith applicable laws. Barr may exercise this right by written notice to DuPont\nat any time up to one (1) year after Agency Approval of such Funded Product. The\npayment by Barr to DuPont shall be paid within thirty (30) days of notice.\n\n         5.4      In the event Barr exercises the right given in Section 5.3\nhereinabove, then DuPont, up to one (1) year after Agency Approval of the Funded\nProduct or within sixty (60) days after Barr exercises said right, whichever is\nlater, may, upon written notice, require Barr to pay DuPont an additional       \n             ***               . The payment by Barr to DuPont shall be paid \nwithin thirty (30) days of notice.\n\n         5.5      The royalty on a particular Funded Product shall be        ***\n             once Barr makes the payment described in 5.3 for that Funded\nProduct. The royalty on this same Funded Product shall be         ***       once\nBarr pays DuPont the amount due upon DuPont's exercise of its option described\nin 5.4.\n\n         5.6      The Parties agree to work out an alternative arrangement of\ncomparable value and payment pattern acceptable to DuPont to the extent\nnecessary to comply with statutes, laws, codes or government regulations in a\nparticular country which restrict or prevent the payment of such royalties by\nBarr.\n\n         5.7      For up to twelve (12) months following the date of each Sales\nYear royalty payment, Barr may recalculate the royalty due for such Sales Year\nas a result of any adjustments due to Net Sales for such Sales Year of which\nBarr becomes aware or for which Barr becomes entitled. If, as a result of such\nrecalculation, (i) Barr has overpaid the royalty due DuPont relating to such\nSales Year, Barr shall credit such amount against DuPont's next due royalty; or\n(ii) Barr has underpaid the royalty due DuPont relating to such Sales Year, Barr\nshall pay such amount to DuPont with its next due royalty, or if no further\nroyalties are then due to DuPont, Barr shall pay such underpaid amount within\nthirty (30) days of the request therefor.\n\n6.       Reports, Records.\n\n         6.1      Within sixty (60) days of the end of the first calendar\nquarter and thirty (30) days of the end of each calendar quarter thereafter\nfollowing First Commercial Sale, Barr shall furnish to DuPont a mutually agreed\nto written report which shall include the sales by dosage of tablet sold and by\ncountry, the unit volume, gross sales and the Net Sales (including a listing of\nall \n\n\n\n                                      -8-\n\n\ndeductions set forth in Section 1.12(i)-(vi)) of all Product sold by Barr during\nthe preceding quarter and the royalties which shall have accrued hereunder. If\nno royalties are due to DuPont for any reporting period, the written report\nshall so state. DuPont's receipt of any statement or royalty payment shall not\nbind it to the accuracy of the statement or payment, regardless of any statement\nto the contrary in such statement.\n\n         6.2      (a)      Barr agrees to keep full and accurate books of\naccount, records, data and memoranda regarding the sales of the Product in\nsufficient detail to enable the royalty payments due to DuPont hereunder to be\ndetermined. Upon no less than ten business days' notice, pursuant to the written\nrequest of DuPont and not more than once in each Sales Year, Barr shall permit\nan independent certified public accounting firm of nationally recognized\nstanding selected by DuPont and reasonably acceptable to Barr, at DuPont's\nexpense and upon execution of a confidentiality agreement with Barr, to have\naccess during normal business hours to such records of Barr as may be reasonably\nnecessary to verify the accuracy of the development royalty. Such examination\nshall be conducted during normal business hours in such manner as to not unduly\ninterfere with Barr's business. These rights with respect to any Sales Year\nshall terminate two (2) years after the end of any such Sales Year. The\nindependent accounting firm shall not share with DuPont any underlying data or\ndata summaries. The workpapers and other material created by the independent\naccountants during the audit will not be made available to DuPont and all Barr's\ndocuments used in the examination will be returned upon completion of the\nexamination. The report to DuPont shall only state whether the development\nroyalty is correct or whether and to what extent an underpayment or overpayment\nwas made. DuPont shall provide Barr the accounting firm's written report within\nthirty (30) days of completion of such report.\n\n                  (b)      If such accounting firm correctly concludes that an\novercharge or undercharge was made, then the owing party shall pay the amount\ndue plus interest at 1.5% per month from the date such amount was originally\npaid by Barr, within thirty (30) days of the day DuPont delivers to Barr such\naccounting firm's written report so correctly concluding. DuPont shall bear the\nfull cost of such audit unless such audit correctly discloses that the\novercharge by Barr for the Sales Year differs by more than the greater of\nfifteen thousand United States dollars ($15,000) or five percent (5%) from the\namount the accounting firm determines is correct, in such case Barr shall pay\nthe reasonable fees and expenses charged by the accounting firm. If Barr\ndisputes the conclusion of the accounting firm, then the parties will resolve\nthe dispute in accordance with Section 10.12 hereof.\n\n                  (c)      DuPont shall treat all financial information, subject\nto review under this Section in accordance with the confidentiality provisions\nof this Agreement, and shall cause its accounting firm to enter into a\nconfidentiality agreement with Barr obligating it to treat all such financial\ninformation in confidence pursuant to such confidentiality agreement. DuPont and\nits representatives shall not disclose to any other person, firm, or corporation\nany information acquired as a result of any such examination, provided, however,\nthat nothing contained herein shall be construed to prevent DuPont and\/or its\nduly authorized representatives from testifying in any court or tribunal of\ncompetent jurisdiction with respect to the information obtained as a result\n\n\n\n                                      -9-\n\n\nof such examination in any action instituted to enforce DuPont 's rights under\nthe terms of this Agreement.\n\n         6.3      (a)      Upon no less than ten business days' notice, pursuant\nto the written request of DuPont and not more than once in each Sales Year, Barr\nshall permit an independent certified public accounting firm of nationally\nrecognized standing selected by DuPont and reasonably acceptable to Barr, at\nDuPont's expense and upon execution of a confidentiality agreement with Barr, to\nhave access during normal business hours to such records of Barr as may be\nreasonably necessary to verify the accuracy and appropriateness of the\nDevelopment Costs. Such examination shall be conducted during normal business\nhours in such manner as to not unduly interfere with Barr's business. These\nrights with respect to any Sales Year shall terminate two (2) years after the\nend of any such Sales Year. The independent accounting firm shall not share with\nDuPont any underlying data summaries. The workpapers and other material created\nby the independent accountants during the audit will not be made available to\nDuPont and all Barr's documents used in the examination will be returned upon\ncompletion of the examination. The report to DuPont shall only state whether the\ndevelopment royalty is correct or whether and to what extent an underpayment or\noverpayment was made. DuPont shall provide Barr the accounting firm's written\nreport within thirty (30) days of completion of such report.\n\n                  (b)      If such accounting firm correctly concludes that an\novercharge or undercharge was made, then the owing party shall pay the amount\ndue plus interest at 1.5% per month from the date such amount was originally\npaid to Barr, within thirty (30) days of the day Barr delivers to DuPont such\naccounting firm's written report so correctly concluding. DuPont shall bear the\nfull cost of such audit unless such audit correctly discloses that the\novercharge by Barr for the audited period differs by more than the greater of\nfifteen thousand United States dollars ($15,000) or five percent (5%) from the\namount the accounting firm determines is correct, in such case Barr shall pay\nthe reasonable fees and expenses charged by the accounting firm. If Barr\ndisputes the conclusion of the accounting firm, then the parties will resolve\nthe dispute in accordance with Section 10.12 hereof.\n\n                  (c)      DuPont shall treat all financial information, subject\nto review under this Section in accordance with the confidentiality provisions\nof this Agreement, and shall cause its accounting firm to enter into a\nconfidentiality agreement with Barr obligating it to treat all such financial\ninformation in confidence pursuant to such confidentiality agreement. DuPont and\nits representatives shall not disclose to any other person, firm, or corporation\nany information acquired as a result of any such examination, provided, however,\nthat nothing contained herein shall be construed to prevent DuPont and\/or its\nduly authorized representatives from testifying in any court or tribunal of\ncompetent jurisdiction with respect to the information obtained as a result of\nsuch examination in any action instituted to enforce DuPont 's rights under the\nterms of this Agreement.\n\n\n\n                                      -10-\n\n\n\n\n7.       Term, Termination.\n\n         7.1      This Agreement is in force as of the Effective Date and shall\nremain in force until payment of the last royalty due from Barr to DuPont under\nSection 5.\n\n         7.2      Either Party may terminate this Agreement (so long as such\nParty shall not have materially breached this Agreement and such breach shall\nnot have been cured) in the event of material breach by the other Party, if the\nbreaching Party fails to cure the breach within ninety (90) days of receiving\nnotice of the breach from the non-breaching Party. Upon such cure, this\nAgreement shall be deemed to be not terminated and to be in full force.\n\n         7.3      Either Party shall have the right to terminate this Agreement\neffective immediately in the event the other Party files a voluntary petition in\nbankruptcy, is adjudicated as bankrupt, makes a general assignment for the\nbenefit of creditors, admits in writing that it is insolvent or fails to\ndischarge within fifteen (15) days an involuntary petition in bankruptcy filed\nagainst it.\n\n         7.4      The expiration or termination of this Agreement shall not\nrelieve the Parties of any obligation accruing prior to such expiration or\ntermination. The representations and warranties contained in this Agreement as\nwell as those rights and obligations contained in the terms of this Agreement,\nwhich by their intent or meaning have validity beyond the term of this\nAgreement, shall survive the termination or expiration of this Agreement. The\nprovisions of Sections 2.6, 2.7, 8, 9 and 10 shall survive the expiration or\ntermination of this Agreement. Any rights and obligations which have accrued\nprior to termination or expiration of this Agreement in any respect shall\nsurvive such termination or expiration.\n\n8.       Confidential Information.\n\n         8.1      As used herein, the term Confidential Information means\ninformation which relates to a Funded Product or its development, manufacture,\ntesting, Agency Approval, pricing, marketing, sale or support and which is\ndisclosed by one Party hereto to the other, including, but not limited to,\ntechnical and business information, samples of compounds, the structure or\nchemical identity of compounds, the properties and utilities of compounds,\nmanufacturing procedures, manufacturing processes, manufacturing equipment,\nplant layouts, product volumes, quality control procedures, and quality control\nstandards.\n\n         8.2      Each Party shall retain Confidential Information of the other\nParty in strict confidence and shall not, directly or indirectly, publish or\ndisclose it to any Third Party, or use Confidential Information for any purpose\nother than the purposes of this Agreement without the prior written consent of\nthe disclosing Party. Each Party agrees it shall not communicate Confidential\nInformation of the other Party except to its employees, advisors,\nrepresentatives and contractors who have a need to know it. Each Party shall\nensure that any employees, advisors, representatives or contractors who are\nplaced in a position to learn Confidential Information will have been previously\nmade aware of the terms of this Agreement, have employment agreements \n\n\n\n                                      -11-\n\n\nor other agreements obligating them to keep such information confidential\nconsistent with the terms of this Agreement and each Party shall indemnify the\nother Party against the misuse of such Confidential Information by its\nemployees, advisors, representatives or contractors.\n\n         8.3      The obligations of confidentiality and nondisclosure shall not\napply to Confidential Information which:\n\n                  a.       at the time of disclosure is in the public domain;\n\n                  b.       after disclosure becomes part of the public domain\nthrough no act or omission by the receiving Party;\n\n                  c.       as shown by written records or other competent proof\nwas in the possession of the receiving Party prior to disclosure or development\nunder this Agreement;\n\n                  d.       is rightly received by the receiving Party, without\nobligation of secrecy, from a Third Party who was entitled to receive and\ntransfer such;\n\n                  e.       as shown by written records or other competent proof\nis independently developed by employees of the receiving Party who did not have\naccess to Confidential Information; or\n\n                  f.       a Party hereto is compelled to disclose by a court or\nother tribunal of competent jurisdiction. In this case, the compelled Party\nshall give the disclosing Party prompt notice so that the disclosing Party can\nseek a protective order, and shall exercise reasonable efforts to ensure that\nthe information is accorded confidential treatment by the court or other\ntribunal.\n\n         8.4      Termination of this Agreement or any other agreement between\nBarr and DuPont shall not affect the secrecy and restrictions on use obligations\nunder Section 8.2 hereof which shall survive indefinitely. Upon termination of\nthis Agreement, the receiving Party shall return to the disclosing Party or\ndestroy any Confidential Information in tangible form in its possession, except\nthat the receiving Party shall not destroy Confidential Information required to\nbe retained in order to comply with applicable law, rule or regulation.\n\n         8.5      The receiving Party shall also be entitled to disclose the\nother Party's Confidential Information (i) that is required to be disclosed in\ncompliance with applicable laws or regulations (including, without limitation,\nto comply with Securities and Exchange Commission, in accordance with Generally\nAccepted Accounting Principles, or stock exchange disclosure requirements) or by\norder of any governmental body or a court of competent jurisdiction; (ii) as may\nbe necessary or appropriate in connection with the enforcement of this\nAgreement; (iii) as required in furtherance of a Party's obligations under this\nAgreement; (iv) as may be necessary to Third Parties in connection with business\ntransactions with the Parties, provided, that such Third Parties shall be bound\nby a confidentiality agreement obligating them to keep such information\n\n\n\n\n                                      -12-\n\n\nconfidential consistent with the terms of this Agreement; (v) as may be required\notherwise provided that a Party give the other Party an outline of the material\nto be disclosed and such other Party shall consent to such disclosure; and (vi)\nas may be necessary for the conduct of clinical studies; provided, that the\nParty required to disclose such information shall use Commercially Reasonable\nEfforts to obtain confidential treatment of such information by the agency or\ncourt or other disclosee to the maximum permitted extent under law, and that, in\nthe case of disclosures under (i) shall provide the other Party with a copy of\nthe proposed disclosure in sufficient time to allow reasonable opportunity to\ncomment thereon.\n\n         8.6      Each Party shall be entitled, in addition to any other right\nor remedy it may have, at law or in equity, to an injunction, without the\nposting of any bond or other security, enjoining or restraining any other Party\nfrom any violation or threatened violation of this Section.\n\n         8.7      This Agreement shall supersede the Confidential Disclosure\nAgreement dated November 16, 1999 between Barr and DuPont and such Confidential\nDisclosure Agreement shall be terminated upon the Effective Date of this\nAgreement. Each Parties' obligations of confidentiality and nonuse of\ninformation under such Confidential Disclosure Agreement shall continue with\nrespect to confidential information disclosed prior to its termination.\n\n9.       Indemnification.\n\n         9.1      Barr shall indemnify and hold harmless DuPont, it officers,\nagents, parent companies, advisors , employees and permitted assigns, from and\nagainst any and all loss, claim, injury, damage, cost, or expense, including\nreasonable attorneys' fees and expenses of litigation ('Claims'), paid or\npayable to a person other than DuPont or its Affiliates in connection with any\nillness or personal injury, including death, or property damage relating to the\nFunded Products, which results solely from the negligence or willful misconduct\nof Barr or from breach of the representations, warranties or obligations of Barr\nunder this Agreement by Barr or from any Claims under any theory of strict\nliability or product liability or from any Claims that DuPont's activities under\nthis Agreement violate a Third Party's intellectual property rights, except to\nthe extent that such Claim arises out of or results from the negligence or\nmisconduct of DuPont or the party seeking to be indemnified, provided, however,\nthat in no event shall Barr be liable for any consequential, special,\nincidental, punitive or multiple damages.\n\n         9.2      DuPont shall indemnify and hold harmless Barr, its officers,\nagents, parent companies, advisors, employees, and permitted assigns, from and\nagainst any and all Claims paid or payable to a person other than Barr or its\nAffiliates relating to the Funded Products, which result solely from the\nnegligence or willful misconduct of DuPont or from a breach of any\nrepresentation, warranty or obligations of DuPont under this Agreement, except\nto the extent that such Claim arises out of or results from the negligence or\nmisconduct of Barr or the party seeking to be indemnified provided, however,\nthat in no event shall DuPont be liable for any consequential, special,\nincidental, punitive or multiple damages.\n\n\n\n                                      -13-\n\n\n         9.3      In the event that the negligence or willful misconduct or\nbreach of this Agreement of both Barr and DuPont contribute to any such Claim,\nBarr and DuPont will each indemnify and hold harmless the other with respect to\nthat portion of the loss, claim, injury, damage, cost, or expense attributable\nto its negligence or willful misconduct.\n\n         9.4      A condition of the indemnification obligations in this Section\nis that, whenever a person or entity entitled to indemnity under this Section\n(an 'Indemnified Group') has information from which it may reasonably conclude\nan incident has occurred which could give rise to a Claim, such indemnified\nperson or entity shall immediately give notice to the indemnifying Party of all\npertinent data surrounding such incident and, in the event a Claim is made, all\nmembers of the Indemnified Group shall assist the indemnifying Party and\ncooperate in the gathering of information with respect to the time, place and\ncircumstances and in obtaining the names and addresses of any injured Parties\nand available witnesses, as well as complete access to all relevant records. No\nmember of the Indemnified Group shall make any payment or incur any expense in\nconnection with any such Claim without prior written consent of the indemnifying\nParty, provided, however, that an indemnitee may take any reasonably appropriate\naction that is necessary to preserve or avoid prejudice to its interests after\nthe indemnifying Party has been notified of the Claim if the indemnitor states\nthat it does not believe that the indemnification obligations described herein\napply to such Claim or if the indemnitor does not or cannot perform its\nindemnity obligations hereunder. The indemnifying Party shall have the right,\nbut not the obligation, to control any such action. The obligations set forth in\nthis Section 9 shall survive the expiration or termination of this Agreement.\n\n10.      General Terms &amp; Conditions.\n\n         10.1     Representations and Warranties.\n\n         Each Party hereby represents and warrants to the other Party as\nfollows:\n\n                  a.       Such Party is (i) a corporation or general\npartnership, as the case may be, duly organized, validly existing and in good\nstanding under the laws of the state in which it is organized, (ii) has the\ncorporate or partnership power and authority and the legal right to own and\noperate its property and assets, to lease the property and assets it operates\nunder lease, and to carry on its business as it is now being conducted, and\n(iii) is in compliance with all requirements of applicable law, except to the\nextent that any noncompliance would not have a material adverse effect on such\nParty's ability to perform its obligations under this Agreement.\n\n                  b.       Such Party (i) has the corporate or partnership power\nand authority and the legal right to enter into this Agreement and to perform\nits obligations hereunder, and (ii) has taken all necessary corporate or\npartnership action on its part to authorize the execution and delivery of this\nAgreement and the performance of its obligations hereunder. This Agreement has\nbeen duly executed and delivered on behalf of such Party, and constitutes a\nlegal, valid, binding obligation, enforceable against such Party in accordance\nwith its terms.\n\n\n\n                                      -14-\n\n\n                  c.       All necessary consents, approvals and authorizations\nof all governmental authorities and other persons required to be obtained by\nsuch Party in connection with the execution, delivery and performance of this\nAgreement have been and shall be obtained to the extent possible.\n\n                  d.       Notwithstanding anything to the contrary in this\nAgreement, the execution and delivery of this Agreement and the performance of\nsuch Party's obligations hereunder (i) do not conflict with or violate any\nrequirement of applicable laws or regulations or any of the terms of its\ncertificate of incorporation or by-laws or partnership agreement and (ii) do not\nand shall not conflict with, violate or breach or constitute a default or\nrequire any consent under any contractual obligation of such Party.\n\n                  e.       Nothing in this agreement shall be construed as a\nrepresentation made, or warranty given, by Barr (i) that any patent will issue\nbased upon any pending patent application within the Patent Rights, (ii) that\nany Patent within the Patent Rights which issues will be valid, or (iii) that\nthe use of any license granted hereunder or the use of any Patent Rights will\nnot infringe the Patent or Proprietary Rights of any Third Party. Furthermore,\nBarr makes no representation or warranty, express or implied, with respect to\nthe Patent Rights. Barr specifically disclaims that the Research Program will be\nsuccessful, in whole or in part, or that any clinical or other studies\nundertaken by it will be successful. Barr does not warrant that its efforts to\nresearch, develop or commercialize any Funded Product will result in regulatory\napproval of such Funded Product, nor does Barr warrant that any such Funded\nProduct will achieve any level of Net Sales or be continued if it obtains\nregulatory approval. Except as otherwise expressly stated herein, each Party\nhereby disclaims any warranty, express or implied, as to any Funded Product sold\nor placed in commerce by or on behalf of Barr or its Affiliates.\n\n                  f.       Nothing in this agreement shall be construed as a\nrepresentation or a warranty that Barr has any rights in or to the product known\nas ***, nor that Barr will ever obtain any rights to ***.\n\n         10.2     Applicable Law\/Jurisdiction.\n\n                  This Agreement is acknowledged to have been made in and shall\nbe construed, governed, interpreted and applied in accordance with the laws of\nthe State of Delaware, without giving effect to its conflict of laws provisions;\nany disputes under this Agreement shall be subject to the exclusive jurisdiction\nand venue of the New York state courts and the Federal courts located in New\nYork, and the Parties hereby consent to the personal and exclusive jurisdiction\nand venue of these courts. Each party hereby waives its rights to a jury trial\nfor all disputes hereunder.\n\n\n\n                                      -15-\n\n\n         10.3     No Waiver.\n\n                  The failure of either Party to assert a right hereunder or to\ninsist upon compliance with any term or condition of this Agreement shall not\nconstitute a waiver of that right or excuse a similar subsequent failure to\nperform any such term or condition by the other Party.\n\n         10.4     Assignment.\n\n                  Except as expressly provided herein, neither Party may assign\nany of its rights or delegate any of its duties pursuant to this Agreement\nwithout the prior written consent of the other Party, except (but subject to the\nprior written consent of the other Party, which consent shall not be\nunreasonably withheld) to affiliates and parent companies and to any Third Party\nthat assumes ownership or control of all or substantially all of the assigning\nParty's business; provided that such assignment shall not release the assignor\nof its obligations and liabilities hereunder.\n\n         10.5     Severability.\n\n                  If any provision of this Agreement is held to be invalid or\nunenforceable, all other provisions will continue in full force and effect, and\nthe Parties will substitute for the invalid or unenforceable provision a valid\nand enforceable provision which conforms as nearly as possible with the original\nintent of the Parties.\n\n         10.6     Force Majeure.\n\n                  Neither Party will be charged with any liability for delay in\nperformance of an obligation under this Agreement (other than payment of amounts\ninvoiced) when due to a cause beyond the reasonable control of the affected\nParty, such as an act of God, war, riots, labor disturbances, fire, explosion,\nand compliance in good faith with any governmental law, regulation or order. The\nParty affected will give written notice to the other Party of any material delay\ndue to such causes and shall use all Commercially Reasonable Efforts to minimize\nthe loss or inconvenience suffered by both Parties. Both Parties shall cooperate\nin good faith in order to minimize such loss and inconvenience and to reach an\nagreement as to how to proceed.\n\n         10.7     No License.\n\n                  No right or license under any patent or other proprietary\nright is granted by either Party under this Agreement, except as specifically\nand expressly set forth herein.\n\n         10.8     Use of Names.\n\n                  Both Parties agree not to use or refer to, without the other\nParty's prior written permission, the name of the other Party or any of its\naffiliates or parent corporations in any public statements, whether oral or\nwritten, unless such disclosures are required by law or regulation.\n\n\n\n                                      -16-\n\n\n         10.9     Independent Contractor.\n\n                  Nothing contained in this Agreement shall be deemed to\nconstitute a partnership or joint venture between DuPont and Barr, or to\nconstitute one as the agent of the other. Both Parties shall act solely as\nindependent contractors, and nothing in this Agreement shall be construed to\ngive either Party the power or authority, express or implied, to act for, bind,\nor commit the other Party.\n\n         10.10    Entire Agreement.\n\n                  The Parties acknowledge that this Agreement sets forth the\nentire Agreement and understanding, commitment and undertaking (oral or written)\nof the Parties as to the subject matter hereof. This Agreement may be amended\nonly by a written document signed by authorized representatives of both Parties.\nNo Party shall have the right to offset or reduce any amount payable under this\nAgreement as a result of any other agreement between the Parties hereto or their\naffiliates.\n\n         10.11    Notices.\n\n                  Any payment, notice or other communication pursuant to this\nAgreement shall be sufficiently made or given on the date of mailing if sent to\nsuch Party by facsimile on such date, with paper copy being sent by first class\nmail, postage prepaid, or by next day express delivery service, addressed to it\nat its address below (or such address as it shall designate by written notice\ngiven to the other Party).\n\n                  In the case of DuPont:\n\n                  Attention: Chief Operating Officer\n                  DuPont Pharmaceuticals Company\n                  974 Centre Road\n                  Wilmington, Delaware 19805\n                  (Fax number: 302-892-7642)\n\n                  with copy to:\n\n                  Attention: General Counsel\n                  DuPont Pharmaceuticals Company\n                  974 Centre Road\n                  Wilmington, Delaware 19805\n                  (Fax number: 302-992-4878)\n\n\n\n                                      -17-\n\n\n\n\n                  In the case of Barr:\n\n                  Barr Laboratories, Inc.\n                  2 Quaker Road\n                  P.O. Box 2900\n                  Pomona, New York 10970\n                  Attention: President\n                  (Fax number: 914-353-8419)\n\n                  with a copy to:\n\n                  Barr Laboratories, Inc.\n                  2 Quaker Road\n                  P.O. Box 2900\n                  Pomona, New York 10970\n                  Attention: General Counsel\n                  (Fax number: 914-353-3476)\n\n         10.12    Alternative Dispute Resolution Provision.\n\n                  a.       The Parties recognize that a bona fide dispute as to\ncertain matters may arise from time to time during the term of this Agreement\nwhich may relate to either Party's rights and\/or obligations hereunder. The\nParties agree that they shall use all reasonable efforts to resolve in an\namicable manner, any dispute which may arise.\n\n                  b.       If the Parties are unable to resolve such dispute\nwithin thirty (30) days, either Party may, by notice to the other Party, have\nsuch dispute referred to the respective nominees of the parties designated\nbelow. Such nominees shall attempt to resolve the referred dispute by good faith\nnegotiations within thirty (30) days after such notice is received. The\ndesignated nominees are the Chief Operating Officer for DuPont and the Chief\nExecutive Officer for Barr.\n\n                  c.       If the designated nominees are not able to resolve\nsuch dispute within such thirty (30) day period, then the Parties shall select a\nmediator to aid them in resolving such dispute through the Center for Public\nResources. If both Parties do not agree to pursue mediation or, pursuant to such\nmediation, the Parties do not resolve their dispute, the Parties shall at such\ntime initiate arbitration under the Commercial Dispute Resolutions Rules of the\nAmerican Arbitration Association then in effect, by three arbitrators having\nexperience in the pharmaceuticals industry, with one arbitrator mutually agreed\nto by each of DuPont and Barr, and the third arbitrator selected by such\narbitrators. The arbitration proceedings shall be held in New York, New York.\n\n\n\n                                      -18-\n\n\n                  d.       Notwithstanding the above, the complaining Party\nreserves the right to seek injunctive relief or other relief, in court of\ncompetent jurisdiction, if, at its election, the complaining Party believes that\nimmediate relief is necessary to protect its business interest.\n\n         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be\nexecuted by their duly authorized representatives.\n\nDUPONT PHARMACEUTICALS COMPANY                 BARR LABORATORIES, INC.\n\nBy:                                            By:\n   ------------------------------                 ------------------------------\nTitle:                                         Title:\n      ---------------------------                    ---------------------------\nDate:                                          Date:\n     ----------------------------                   ----------------------------\n\n\n                                      -19-\n\n\n\n\n                                  ATTACHMENT A\n\n***\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                            ***\n\n\n\n                                      -20-\n\n\n***\n\n\n\n\n\n\n\n                                                     ***.\n\n\n\n\n\n\n                                      -21-\n\n\n\n\n                                    EXHIBIT I\n\n                    MAXIMUM QUARTERLY FEES AND DISBURSEMENTS\n\n                                   (Millions)\n\n                           Calendar Quarters and Years\n\n\n\n---------------------------------------------------------------------------------------------------------------------\n                          1st Qtr.           2nd Qtr.           3rd Qtr.           4th Qtr.              TOTAL\n---------------------------------------------------------------------------------------------------------------------\n                                                                                 \n        2000                 ***               ***                 ***                ***                 ***\n---------------------------------------------------------------------------------------------------------------------\n        2001                 ***               ***                 ***                ***                 ***\n---------------------------------------------------------------------------------------------------------------------\n        2002                 ***               ***                 ***                ***                 ***\n---------------------------------------------------------------------------------------------------------------------\n                                                                                                    NOT TO EXCEED IN\n                                                                                                     ANY EVENT THE\n                                                                                                    FOLLOWING TOTAL\n                                                                                                        AMOUNT:\n                                                                                                        $45.00*\n---------------------------------------------------------------------------------------------------------------------\n\n\n\n* Notwithstanding the above, the total to be provided by DuPont is limited to\n$45 million and *** *** per Funded Product.\n\n\n\n\n\n                  189818.9\n\n\n\n                                      -22-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6859],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9613,9619],"class_list":["post-42705","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-barr-laboratories-inc","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42705","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42705"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42705"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42705"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42705"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}