THIRD AMENDMENT TO THE LICENSE AND COLLABORATION AGREEMENT

This Third Amendment to the License and Collaboration Agreement (this “Third Amendment”) is made as of June 18, 2014 (the “Third Amendment Effective Date”), by and among Gilead Sciences, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 333 Lakeside Drive, Foster City, California 94404 (“Gilead Parent”), Gilead Sciences Limited, a corporation existing under the laws of Ireland and wholly-owned subsidiary of Gilead Parent having its principal place of business at IDA Business & Technology Park, Carrigtohill, Co. Cork, Ireland (“Gilead Sub” and, collectively with Gilead Parent, “Gilead”) and Janssen R&D Ireland (formerly known as Tibotec Pharmaceuticals), a company organized and existing under the laws of Ireland, having its principal place of business at Eastgate Village, Eastgate, Little Island, County Cork, Ireland (“Janssen”). Each of Gilead and Janssen is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

WHEREAS, Gilead and Janssen previously entered into that certain License and Collaboration Agreement, dated as of July 16, 2009 (as amended from time to time, the “Agreement”);

WHEREAS, Gilead and Janssen previously entered into that certain First Amendment to the Agreement, dated as of September 14, 2010 (the “First Amendment”);

WHEREAS, Gilead and Janssen previously entered into that certain original Second Amendment to the Agreement, dated as of July 1, 2011 (the “Original Second Amendment”);

WHEREAS, Gilead and Janssen previously entered into that certain Amended and Restated Second Amendment to the Agreement, dated as of February 7, 2013 (the “A&R Second Amendment”);

WHEREAS, Gilead and Janssen desire to amend the Agreement to modify the revenue share calculation for the United States for Triggering Sales on and after July 1, 2013 and for Limited Region A Revenue Share Exceptions (defined herein), Region B and Region C for Triggering Sales on and after January 1, 2014; and

WHEREAS, Gilead and Janssen further desire to amend certain other provisions of the Agreement as provided in this Amendment.

NOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1.Additional Definitions. The following new definitions shall be inserted into the Agreement:

“Canada Co-Detailing LOA” shall mean that certain Letter Agreement, dated as of November 30, 2011, by and between Gilead Sciences Canada, Inc. and Janssen Inc., setting forth principles for Detailing by Janssen, Inc. in Canada, as such agreement is amended from time to time.

“Co-Detailing LOA’s” shall mean, collectively, the Canada Co-Detailing LOA, the International Co-Detailing LOA and the U.S. Co-Detailing LOA.

“Commercialization Election” shall mean an election by either Party, as provided under Section 6.9(a), to engage in Commercialization Activities for the Combination Product (either by the Party making the election or through a Third Party Distributor) in a Non-Assigned Country.

“Data Sharing LOA” shall mean, collectively, (a) that certain Letter Agreement, dated as of March 21, 2011, by and between Tibotec Pharmaceuticals, Gilead Sciences, Inc., and Gilead Sciences Limited, and (b) that certain Letter Agreement, dated as of November 21, 2011, by and between Tibotec Pharmaceuticals, Gilead Sciences, Inc., and Gilead Sciences Limited, both (a) and (b), [*], as such agreement is amended from time to time.

“International Co-Detailing LOA” shall mean that certain Amended and Restated Letter Agreement, dated as of November 4, 2013, by and between Janssen R&D Ireland and Gilead Sciences, Inc., which sets forth Detailing principles for the Co-Detailing Territory (defined therein), as such agreement is amended from time to time.

“Limited Region A Revenue Share Exceptions” shall mean [*].

“NCP Exclusion LOA” shall mean that certain Letter Agreement, dated as of May 1, 2014, by and between Janssen R&D Ireland and Gilead Sciences, Inc., which sets forth certain inclusions and exclusions to the Net Component Price for certain countries.

“Revaluation Pre-Conversion Invoice” shall mean the invoice or credit note for revaluation of Pre-Conversion Invoices in accordance with Annex DD.

“Revenue Share Effective Date” shall mean the commencement date for application of the modifications to the calculation of the parties’ respective revenue shares made under this Third Amendment, which date shall be: (a) in the case of Triggering Sales in the United States, July 1, 2013 and (b) in the case of Triggering Sales in Region B, Region C, and the Limited Region A Revenue Share Exceptions, January 1, 2014.

“Revenue Share Effective Period” shall mean the period beginning on the Revenue Share Effective Date for the United States and ending on the last day of the month prior to the month when data described in Annex X, [*] is made available to the Parties. For example,

if data described in Annex X relevant for the United States, which indicates that [*] immediately prior to when such data was made available.

“Second Amendment Effective Date” shall mean July 1, 2011.

“Tender Rules and Procedures Agreement” shall mean that certain agreement, dated as of November 25, 2011, by and between Tibotec Pharmaceuticals and Gilead Sciences, Inc., developed pursuant to Section 7.4(a)(ii)(D) of this Agreement.

“Third Amendment” shall mean that certain amendment to the Agreement dated as of the Third Amendment Effective Date.

“Third Amendment Effective Date” shall mean June 18, 2014.

“US Co-Detailing LOA” shall mean that certain Letter Agreement, dated as of August 16, 2011, by and between Gilead Sciences, Inc. and Janssen Products, LP, acting through its Janssen Therapeutics Division, setting forth Detailing responsibilities for Janssen Therapeutics Division in the United States, as such agreement is amended from time to time.

SECTION 2.    Expanded Existing Region Definition. The definition of “Expanded Existing Region” is hereby replaced in its entirety with the following:

“Expanded Existing Region” shall mean the Existing Region, Russia and Mexico.

SECTION 3.    Limited Region A Definition. The definition of “Limited Region A” is hereby replaced in its entirety with the following:

“Limited Region A” shall mean Region A, excluding Russia and Mexico.

SECTION 4.    Final TMC278 Invoice Definition. The definition of “Final TMC278 Invoice” is hereby replaced in its entirety with the following:

“Final TMC278 Invoice” shall mean the invoice or credit note issued to Gilead or its designated Affiliate in accordance with this Agreement at the end of the applicable Calendar Year for the [*] as set forth in Annex N.

SECTION 5.    Ancillary Agreement. The definition of “Ancillary Agreement” is hereby replaced in its entirety with the following:

“Ancillary Agreements” shall mean, collectively, any Janssen Distributor Agreement, the SDEA, the Quality Agreement(s) (provided that the Quality Agreement(s) shall be deemed to be Ancillary Agreements solely for the purpose of Sections 15 and 4.3(c)), the TMC278 Supply Agreement, the Co-Detailing LOA’s, the Data Sharing LOA, the NCP Exclusion LOA, the Tender Rules and Procedures Agreement, and any other agreement that is now or in the future designated in writing to be an Ancillary Agreement by the Parties.

The definition of “Access Territory” in the Agreement, and Section 2.6 and Annex D of the Agreement are hereby deleted in their entirety.

SECTION 7.    Actual Annual Yield Rate Definition.

The definition of “Actual Annual Yield Rate” in the Agreement is hereby deleted in its entirety.

The definition of “Aided Physician Awareness” in the Agreement is hereby deleted in its entirety.

SECTION 9.    MA Holder. The second sentence of Section 4.4(a) of the Agreement is hereby replaced in its entirety with the following:

Notwithstanding the foregoing, the Parties have agreed that Janssen, or its designated Affiliate or Third Party Distributor, will hold the marketing authorization with respect to the Combination Product in the Janssen Countries for which Annex AA specifies Janssen as the holder of the marketing authorization, or as otherwise provided by the mutual written agreement of the Parties.

SECTION 10.    Pre-Approval Order Fulfillment in Janssen Countries. Section 6.1 is hereby amended by inserting the following as Sub-Section 6.1(e):

Pre-Approval Order Fulfillment in Janssen Countries. Notwithstanding anything in this Section 6.1 to the contrary, in any country where Janssen is the Selling Party and Approval of the Combination Product has not yet been obtained, subject to the Parties’ mutual agreement in accordance with this Section 6.1(e), Gilead shall have the right to fulfill orders for the Territory Combination Product from such country made by certain Customers (including tenders and other government purchases) using Territory Combination Product with an appropriate label suitable for importation into such country. For the first such order in a given country, the Parties shall negotiate in good faith to agree in writing on all material terms therefor (the “Initial Pre-Approval Order Agreement”). For all subsequent orders in such country (whether or not such orders are placed by the same Customer as concerns the Initial Pre-Approval Order Agreement in such country) that are placed prior to the time that Approval of the Combination Product in such country is obtained and prior to delivery by Janssen of a Non-Commercialization Notice for such country pursuant to Section 6.9(a) (after which Section 6.9 shall apply), Gilead shall promptly notify Janssen’s Alliance Manager of such orders. Gilead may fulfill such orders for the Territory Combination Product according to the terms of the Initial Pre-Approval Order Agreement; provided, however, [*]. Notwithstanding the foregoing, Gilead shall set the price of all orders that it is permitted to fill under this Section 6.1(e) in its sole discretion and, unless the Parties agree otherwise as provided by this Section 6.1(e), revenue shall be shared from all such orders in accordance with Annex N, including [*] set forth therein; provided that for all such orders in a Janssen Country in Region A, upon the request of Gilead, [*] which shall be used to determine the

Parties’ respective revenue shares from such orders in accordance with Section C of Annex N in the same manner as if such country were a Gilead Country. For the avoidance of doubt, however, Janssen shall remain the Selling Party for such country and Gilead shall not have any liability hereunder for a failure to fill such an order.

SECTION 11.    Specific Commercialization Obligations.

Reserved

Gilead shall [*] that may impact the ability of Gilead to fulfill such obligation.

(c)    Section 6.2(b)(iv) is hereby amended by replacing the words “subsections (i) through (iii)” with “subsections (i) and (iii)”.

(d)    Section 6.2(b)(v)(A) is hereby amended by inserting the word “and” at the end of such Section.

(e)    Section 6.2(b)(v)(B) is hereby deleted in its entirety.

SECTION 12.    Detailing in the Co-Detailing Territory. Section 6.2 is hereby amended by inserting the following as Sub-Section 6.2(d):

The Parties acknowledge and agree that the Parties (or their Affiliates) currently have (or may in the future have) certain additional rights and obligations with respect to the Detailing of the Combination Product, as set forth in the Co-Detailing LOA’s for the applicable countries in each Co-Detailing LOA, or as may be set forth from time to time by other separate written agreements between the Parties.

(a)    Local Promotional Materials. The first sentence of Section 6.7(b) is hereby     replaced in its entirety with the following:

Except as otherwise provided in the Co-Detailing LOA’s, all advertising and promotional materials, if any, to be used in connection with the marketing and promotion, including Detailing, of the Territory Combination Product in a given country in the Territory (such advertising and promotional materials for each such country, the “Local Promotional Materials”) shall be developed by the Party using such materials at its cost and expense and shall be (i) consistent with the Key Selling Messages (if any), (ii) consistent with the Product Label and Insert for the Combination Product approved by the applicable Regulatory Authority, (iii) consistent with Applicable Law, and (iv) in the case of Janssen, consistent

with the branding guidance provided by Gilead from time to time, with deviation solely to the extent required by Applicable Law.

(b)    Regulatory Approval for Promotional Materials. Section 6.7(c) is hereby     replaced in its entirety with the following:

For clarity, in any interactions with a Regulatory Authority with respect to the Local Promotional Materials, the allocation of the Parties’ rights and responsibilities shall be as set forth in Section 4.4, except as otherwise provided in the Co-Detailing LOA’s, or in any other written agreement between the Parties.

SECTION 14.    Abandonment of Countries. Section 6.9 is hereby replaced in its entirety with the following:

(a)    Abandonment of Countries. Without limiting the obligations of the Selling Party pursuant to Sections 6.2 and 6.6 (and without limiting any rights or remedies the non-Selling Party may have in connection with a failure of the Selling Party to comply with such obligations), in the event the Selling Party determines, in its sole discretion, to abandon all Commercialization Activities (or not to file for Approval in the Field) for the Combination Product in a country in the Territory, the Selling Party shall promptly notify the other Party of such determination in writing, which notice shall include a reasonable description (including, supporting data, if applicable) of the justifications for such determination (each, a “Non-Commercialization Notice”). Upon such notification, such country shall be deemed a “Non-Assigned Country” and neither Party shall be deemed the Selling Party with respect to such country. This right to abandon all Commercialization Activities (or not to file for Approval of the Combination Product in the Field) shall not apply to any Major Market. Thereafter, the non-Selling Party shall have the right, but not the obligation, to make a Commercialization Election with respect to such country by delivery of written notice to the other Party within [*] after receipt of the applicable Non-Commercialization Notice or thereafter as described below. For any Commercialization Election under this Section 6.9(a) by Janssen, Gilead shall have the right to consent to any designation of Janssen as the Selling Party, such consent not to be unreasonably withheld (unless the country requested by Janssen is a Designated Country, in which case, Gilead may withhold its consent in its sole discretion); and provided, however, that if such Designated Country is in the European Union and the Combination Product has been launched in such country, then the Parties shall discuss in good faith the conditions under which Janssen (or its Affiliates) might assume responsibility for Commercialization Activities in such country. Subject to such consent right, in the event a Party makes the Commercialization Election for a country, then for purposes of this Agreement (and any Ancillary Agreement), such Party shall thereafter be deemed to be the Selling Party with respect to such country, such country shall no longer be deemed a Non-Assigned Country and shall be deemed a Gilead Country or a Janssen Country, as applicable, and in each case, to the extent applicable, the Parties shall work together in good faith to effectuate the transfer of responsibilities in connection with the foregoing to the other Party or a Third Party Distributor. For any Non-Assigned Country, the original non-Selling Party shall have the exclusive right to make the Commercialization

Election within the [*] period specified above in this Section 6.9(a). If the original non-Selling Party does not provide notice of such Commercialization Election during such [*] period or provides written notice to the other Party that it does not wish to make the Commercialization Election in such country, then either Party shall have the right, but not the obligation, to make the Commercialization Election for such Non-Assigned Country; provided, however, that, in this case, if the original non-Selling Party for such country provides such Commercialization Election notice, then the original Selling Party shall, for [*] following its receipt of such notice, have the first right to make the Commercialization Election and be deemed the Selling Party, and otherwise the original non-Selling Party shall become the Selling Party under this Agreement. For purposes of this Section 6.9(a), the original Selling Party is indicated in the second column of Annex AA and the original non-Selling Party shall be the Party that is not indicated to be the original Selling Party.

(b)    Order Fulfillment in Non-Assigned Countries. If Janssen delivers a Non-Commercialization Notice for a country for which it is the Selling Party as provided in Section 6.9(a), for the period that such country is a Non-Assigned Country, Gilead shall have the right to fulfill orders for the Territory Combination Product from such country made by certain Customers (including tenders and other government purchases) using Territory Combination Product with an appropriate label suitable for importation into such country and at a price set by Gilead. Unless the Parties agree otherwise, revenue shall be shared from all orders under this Section 6.9(b) in accordance with Annex N, including the true-up provisions set forth therein; provided that for all such orders in a Janssen Country in Region A, upon the request of Gilead, Janssen shall convey to the Discount Committee the [*] which shall be used to determine the Parties’ respective revenue shares from such orders in accordance with Section C of Annex N in the same manner as if such country were a Gilead Country. For the avoidance of doubt, however, Gilead shall not have any liability hereunder for a failure to fill such an order.

At Launch and thereafter, unless modified as below, the Country Price for the Territory Combination Product shall be the Approved Price for Price Approval Countries.

If the Approved Price for the Territory Combination Product is different than the Base Price in a Price Approval Country, then notwithstanding the other provisions of this Section 7.4(a)(i), the Selling Party shall sell at such Approved Price, unless a discount is permitted pursuant to this Agreement or an Ancillary Agreement. For purposes of a Price Approval Country, a Discounted Price shall mean any price that is lower than the Approved Price for the Territory Combination Product. For purposes of Annex R, for Price Approval Countries, references to the “Base Price” shall be references to the “Approved Price”.

SECTION 16.    Financial Records and Audit. The first sentence of Section 12.2(b) is hereby replaced in its entirety with the following:

Unless otherwise agreed by the Parties in writing, the Parties shall engage an Independent Accounting Expert to confirm, for each Calendar Year during the term of this Agreement, the accuracy of (i) any calculation by the Discount Committee, (ii) any pricing or discounting information provided to the Discount Committee or to either Party by the other Party pursuant to Section 7.4 or Annex R, (iii) any information of a Party or its Affiliates that is required to determine that the DCPs provided by such Party comply with the terms of this Agreement (including, for any Calendar Quarter up to and including the [*]), (iv) the calculation of the TCP Final Supply Price for Major Market Combination Product Delivered for the Janssen Countries [*]), (v) the calculation of the Limited Region A TMC278 Annual True Up for Territory Combination Product with respect to the applicable Gilead Countries in the Limited Region A and the component calculations thereof, including the determination of the [*] for such Gilead Countries, (vi) the calculation of the [*], (vii) the calculation of the Post-Conversion Supply Price for the Gilead Countries in all Regions and (viii) the calculation of the TCP Actual Supply Price for the Janssen Countries in Region B and Region C; provided, however, that the foregoing shall not permit either Party to audit any Third Party Component Distributor, such audit being permitted solely as and to the extent provided in Section 12.2(c).

(a)    Consequences of Inaccurate DCPs and Component Prices. Section 12.2(e)(i) is hereby replaced in its entirety with the following:

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE CASE OF THE EXPANDED EXISTING REGION, OTHER THAN THE UNITED STATES WITH RESPECT TO THE NET SELLING PRICE OF THE STAND-ALONE PRODUCTS DURING THE REVENUE SHARE EFFECTIVE PERIOD, (A) NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR DAMAGES AND (B) NO ADJUSTMENTS SHALL BE MADE PURSUANT TO SECTION 12.2(i), IN EITHER CASE DUE TO THE PROVISION OF INACCURATE PRICING OR DISCOUNT INFORMATION TO THE DISCOUNT COMMITTEE (OR, FOR ANY CALENDAR QUARTER UP TO AND INCLUDING THE [*]), EXCEPT TO THE EXTENT THAT SUCH BREACH OR LACK OF COMPLIANCE AROSE FROM THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SUCH PARTY OR ITS AFFILIATES.

(b)    Consequences of Inaccurate DCPs and Component Prices. Section 12.2(e)(ii) is hereby replaced in its entirety with the following:

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE CASE OF LIMITED REGION A (EXCLUDING THE LIMITED REGION A REVENUE SHARE EXCEPTIONS ON AND AFTER THE REVENUE SHARE EFFECTIVE DATE THEREFOR) AND, PRIOR TO THE REVENUE SHARE EFFECTIVE DATE

THEREFOR, REGION B AND REGION C, (A) THE SELLING PARTY SHALL HAVE NO LIABILITY TO THE NON-SELLING PARTY FOR DAMAGES AND (B) [*].

(c)    Adjustments. The first sentence of Section 12.2(i)(i) is hereby replaced in its entirety with the following:

The following shall apply to the Expanded Existing Region, excluding the United States during the Revenue Share Effective Period: Except as otherwise provided in Section 12.2(e), in the event that the Independent Accounting Expert determines, pursuant to this Section 12.2, that any Party provided any inaccurate information, the Parties shall coordinate to recalculate any amounts due hereunder or under any Ancillary Agreement based on the corrected data, as provided by the Independent Accounting Expert, and to make any payments that may be required to ensure that costs and expenses and revenues are shared in accordance with such recalculations (and the other applicable terms of this Agreement or such Ancillary Agreement); provided, however, that if either Party provided inaccurate pricing or discount information to the Discount Committee (or, for any Calendar Quarter up to and including the [*] due to its or any of its Affiliates’ gross negligence or intentional misconduct, and such inaccurate information (or non-compliant DCP) resulted in a higher selling price for the Combination Product than would have been permitted hereunder had the proper information (or DCP) been provided, then with respect to any Triggering Sales of Combination Product that were sold at a higher price that reflected such inaccurate price information of such Party (or non-compliant DCP), the Parties’ respective revenue shares shall be adjusted as follows: the Selling Party shall determine, for the Units of Combination Product sold in such Triggering Sales (the “At-Issue Units”), (a) [*]).

(d)    Adjustments. Section 12.2(i)(ii) is hereby replaced in its entirety with the following:

The following shall apply to the United States during the Revenue Share Effective Period, Limited Region A, Region B and Region C: Except as otherwise provided in Section 12.2(e), in the event that it is determined, pursuant to this Section 12.2, that any Party provided any inaccurate information, including that with regards to the Net Selling Price of the Party’s Stand-Alone Product in the United States, the Parties shall coordinate to recalculate any amounts due hereunder or under any Ancillary Agreement based on the corrected data, as has been determined pursuant to this Section 12.2, and to make any payments that may be required to ensure that costs and expenses and revenues are shared in accordance with such recalculations (and the other applicable terms of this Agreement or such Ancillary Agreement).

(a)    Revenue Share. Section 7.4(a)(ii)(C)(6) of the Agreement is hereby replaced in its entirety with the following:

Revenue Share. For the avoidance of doubt, each Party’s share of revenues from Medicaid Sales to a Customer that is a Medicaid entity shall be determined in accordance with Section A of Annex N.

(b)    Rebates to Medicaid Customers. Section 7.4(a)(ii)(C)(4) of the Agreement is hereby replaced in its entirety with the following:

Rebates to Medicaid Customers. Gilead shall provide to Customers that are Medicaid entities any required Medicaid discounts for the Combination Product.

(c)    [*]. Section 7.4(a)(ii)(C)(5) of the Agreement is hereby replaced in its entirety with the following:

[*]

SECTION 19.    Modified Pricing. Section 7.4(f) of the Agreement is hereby replaced in its entirety with the following:

(f)    Shared Revenue Reduction Events.

With respect to Triggering Sales for which the Parties’ respective shares of revenue hereunder is based on the Parties’ respective DCPs (i.e., the Expanded Existing Region, but excluding the United States during the Revenue Share Effective Period), this clause (f) shall apply: In the event and to the extent that (i) any Mandatory Reduction occurs as contemplated by Section 7.3(c)(iv), or (ii) a government purchaser imposes a purchase price for the Territory Combination Product that is lower than the Base Price with respect to such purchaser pursuant to Section 7.4(e) (each, a “Revenue Reduction Event”), then each Party’s DCP for Territory Combination Product sales affected by the Revenue Reduction Event shall be [*]

SECTION 20.    Annex G. Calculation of Net Sales and Net Selling Prices. The third sentence in Paragraph 1 of Annex G is hereby replaced in its entirety with the following:

Any of the deductions listed above that involves a payment by such Party shall not be taken as a deduction prior to the date accrued in accordance with GAAP.

Annex EE of the Agreement is hereby deleted in its entirety.

SECTION 22.    Annexes A-1, A-2, F, L, M, N, P, Q, V, Y, AA, BB, CC and DD. Each of Annexes A-1, A-2, F, L, M, N, P, Q, V, Y, AA, BB, CC and DD are hereby replaced in their entirety with the attached Exhibits A-1, A-2, F, L, M, N, P, Q, V, Y, AA, BB, CC and DD, respectively.

SECTION 23.    Definitions. All capitalized terms used, but not defined, in this Third Amendment shall have their respective meanings set forth in the Agreement.

SECTION 24.    Construction. The principles set forth in Section 20.12 of the Agreement shall apply to this Third Amendment.

SECTION 26.    Entire Agreement. The Agreement, as expressly amended by this Third Amendment, shall constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of the Agreement, except that the Parties agree that no letter agreements between the Parties relating to the Agreement are intended to be superseded except (a) the letter dated July 23, 2013 relating to certain revenue sharing issues and (b) the letter agreement dated February 7, 2013 relating to the holder of the marketing authorization for Territory Combination Product, both of which are hereby superseded.

IN WITNESS WHEREOF, the parties, intending to be bound, have caused this Third Amendment to be executed on their behalf by their duly authorized agent as of the day and year first above written.

 

Capitalized terms used in this Annex and not defined herein shall have the meaning set forth in the agreement to which this Annex is attached (the “Agreement”). Section references used in this Annex shall refer to Sections in the Agreement except as otherwise provided.

I. Review of Calculations. Without limitation of a Party’s audit rights under Sections 12.2(b) and (c) of the Agreement, each Party may review any calculation provided by the other Party under this Annex Q with respect to the Limited Region A, Region B and Region C. If the reviewing Party disagrees with the other Party’s calculations, the reviewing Party shall promptly notify the other Party and the Parties’ respective finance representatives shall confer to discuss such disagreement. If they are unable to resolve such dispute within ten (10) Business Days, to the extent such dispute regards the calculation itself (rather than a dispute regarding an interpretation of the Agreement (including this Annex or any other Annexes) or those matters covered by Section 12.2(b) or (c)), then the reviewing Party may refer such dispute to an Independent Accounting Expert. The determination of such Independent Accounting Expert shall be deemed binding upon the Parties absent an agreement to the contrary. For clarity, any dispute regarding the interpretation of the Agreement (including this Annex or any other Annexes) shall be subject to the dispute resolution provisions set forth in the Agreement. For the avoidance of doubt, this provision is intended to apply only to review of the calculations performed pursuant to this Annex Q, and shall not entitle either Party to audit the underlying information utilized in such calculations, which audit right is exclusively provided pursuant to Section 12.2(b) and (c) of the Agreement.

Each Party shall provide the other Party with the following information at the times set forth below. Reporting pursuant to Section II of this Annex Q shall be on a country-by-country basis and, where appropriate in light of the calculations to be made under the Agreement or any Ancillary Agreements, in the aggregate for all countries reported by the applicable Party in the Expanded Existing Region. Furthermore, to the extent applicable to the reporting contemplated in Section II of this Annex Q, the Parties shall coordinate in good faith to establish categories into which the reporting Party may group Customers based on discounts and other factors deemed relevant by the Parties (“Customer Groups”) in order to limit the level of administrative burden to the Selling Party, and such Customer Groups may change from time to time as the result of changes in Customers’ respective discounts or changes in such other factors. Once agreed by the Parties, such Customer Groups may be used by Gilead for purposes of determining the Post-Conversion Supply Price pursuant to Annex N for the Expanded Existing Region.