Co-Promotion Clause Samples

Co-Promotion. (a) LGLS shall have the option, exercisable on notice to GS prior to *****, to co-promote Product in the Territory commencing on January 1, 2008. If LGLS timely exercises this option, the Parties shall promptly and in good faith negotiate a co-promotion agreement which establishes their respective rights and obligations, which agreement shall become effective on January 1, 2008. Such co-promotion agreement shall provide, inter alia, that *****. (b) If LGLS exercises its option pursuant to subsection (a), above, all GS royalty obligations under Section 10.4, below, shall terminate with respect to Product sales occurring on or after January 1, 2008, but GS’s obligations under Section 10.2 shall remain in full force and effect.

Co-Promotion. With respect to each Collaboration Product, the Parties shall enter into an agreement that sets forth the terms of the Parties’ Co-Promotion of such Collaboration Products in the Collaboration Territory no later than [**] prior to the anticipated First Commercial Sale of such Collaboration Product in the Collaboration Territory, such terms to be consistent with the high-level terms and principles set forth in this Section 7.6 (each such agreement, a “Co-Promotion Agreement”). The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant to the terms and conditions of this Agreement and the applicable Co-Promotion Agreement, provided that Verve shall book all sales of Collaboration Products in the Collaboration Territory. Any Co-Promotion Agreement entered into by the Parties pursuant to this Section 7.6 will set forth the terms under which Beam will engage in the Co-Promotion of such Collaboration Product with Verve to primary care physicians, specialists, and other agreed target customers or stakeholders in the Collaboration Territory. Each Party will provide fifty percent (50%) of the promotional effort required to promote the Collaboration Product in the Collaboration Territory at launch and throughout Commercialization in this Agreement and the allocation of the promotional effort between the Parties will be made on an equitable basis as to both the quality and quantity of the activities to be undertaken, including the identity of target prescribers and the nature of the Details. Costs incurred by the Parties for Co-Promotion activities under the Co-Promotion Agreement shall be Shared Commercialization Costs unless otherwise mutually agreed by the Parties and expressly set forth in the Co-Promotion Agreement. For clarity, the applicable Co-Promotion Agreement shall automatically be terminated on the applicable Opt-Out Date in the event Beam exercises a Beam Opt-Out Option or Verve exercises a Verve Opt-Out Option with respect to a particular Collaboration Product.

Co-Promotion. In the Shared Territory, Medivation shall have an option (the “Co-Promotion Option”) to participate with Astellas in detailing and promoting (but not selling) each Product to Prescribers, on the terms and conditions set forth in this Section 6.9. Such Co-Promotion Option may be exercised by Medivation, on a Product-by-Product basis, [*] in the Shared Territory. If Medivation exercises such option, Medivation shall have the right to provide up to [*], and the obligation to provide at least [*], of the Promotion Effort for each Product in the Shared Territory, with the exact percentage within such range (the “Medivation Promotional Share”) to be determined by Medivation in accordance with the remainder of this Section 6.9(a). Medivation shall initially specify the level of Medivation Promotional Share (which level shall be in accordance with the previous sentence) when it exercises the Co-Promotion Option. Unless otherwise approved by the JCC, such level of Medivation Promotional Share shall remain in effect for the balance of the calendar year in which the First Commercial Sale of the Product in the Shared Territory occurs, and the first full calendar year thereafter. Commencing with the second full calendar year following the First Commercial Sale of the Product in the Shared Territory, and annually thereafter, Medivation may change the level of Medivation Promotional Share with respect to such Product, upon no less than [*] notice to the JCC, provided that the Medivation Promotional Share for any calendar year may not vary by more than [*] from the Medivation Promotional Share from the prior year and must remain within the range set forth above. Changes in the level of Medivation Promotional Share may also occur at any other time, and in any other amount, with the prior approval of the JCC.

Co-Promotion. Co-Promotion Option. ARIAD shall have an option (the “Co-Promotion Option”) to co-promote Product in the Field in [***] and [***] in accordance with the remainder of this Article 16. The Co-Promotion Option shall be exercisable at any time between the [***] of the First Commercial Sale in [***] or [***] (as applicable) and the expiration of the Full Royalty Term in such country (the “Option Exercise Period”); provided, however, that the Co-Promotion Option shall only be exercisable in [***] if co-promotion of pharmaceutical products is permitted pursuant to Applicable Laws in [***] and is authorized under Otsuka’s (or its relevant Sublicensee’s) and ARIAD’s (or its Affiliate’s) operating licenses and permits in [***]. Upon Otsuka’s receipt of written notice from ARIAD that ARIAD in good faith intends to exercise its Co-Promotion Option, Otsuka shall use commercially reasonable efforts, and shall cause its relevant Sublicensee, if any, to use commercially reasonable efforts, to obtain authorization to co-promote pharmaceutical products under its operating licenses and permits in [***]. ARIAD may exercise the Co-Promotion Option (with respect to [***], if permitted and authorized) by giving Otsuka at least [***] ([***]) [***] prior written notice (each, a Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. “Co-Promotion Notice”), with such Co-Promotion Notice to take effect no earlier than the first day of the Option Exercise Period for the relevant country. In the event ARIAD exercises the Co-Promotion Option in [***] (if permitted and authorized), Otsuka shall invoice ARIAD for [***] percent ([***]%) of all out-of-pocket costs incurred by Otsuka and/or its Sublicensees in connection with development and Registration of Product in [***], and ARIAD shall pay the invoiced amount to Otsuka within [***] ([***]) days of receipt of such invoice.

Co-Promotion. In the event GPC determines to directly market Covered Products in the United States itself rather than licensing such Covered Products to a Third Party for commercialization, GPC shall notify NEOTHERAPEUTICS in writing reasonably in advance of the commencement of commercialization of any such Covered Product. If, within ten (10) days after receipt of such notice from GPC, NEOTHERAPEUTICS indicates in writing to GPC that it desires to co-promote such Covered Product with GPC, the Parties shall negotiate in good faith the terms of such co-promotion of such Covered Product. If GPC proposes to enter into an agreement with a Third Party that includes a grant of rights to such Third Party to market a Covered Product in the United States, GPC shall use commercially reasonable efforts to obtain co-promotion rights in the United States with such Third Party that include NEOTHERAPEUTICS.

Co-Promotion. Subject to the terms of this Agreement, the Parties shall Co-Promote Products in the US Territory co-exclusively with each other as provided in this Agreement.

Co-Promotion. If Acucela exercises an Opt-In Right under Section 3.1, the Parties shall Co-Promote the Licensed Product for the Initial Indication in the Initial Formulation in the Territory in accordance with the Commercialization Plan and the Co-Promotion Agreement. In addition, if Acucela exercises the opt-in right to co-Develop and Co-Promote an Other Indication Product in accordance with Section 3.2(b) or a New Formulation in accordance with Section 3.3(b), the Parties shall Co-Promote such Other Indication Product and/or New Formulation in the Territory in accordance with the applicable Commercialization Plan and the Co-Promotion Agreement. In such case(s), Acucela and Otsuka shall use Commercially Reasonable Efforts to carry out each of their respective responsibilities under each Commercialization Plan and under the Co-Promotion Agreement, and the terms of this Section 5.4 shall apply.

Co-Promotion. Notwithstanding Section 2.6 above, Astellas may use co-promotion partners in connection with the Commercialization of Products in the Territory, [**]. Astellas may extend all rights under this Agreement to such partner [**] to Commercialize Products through or with such partner, in which case such partners shall abide by the applicable terms and conditions of this Agreement.

Co-Promotion. Braeburn shall have the exclusive, nontransferable right for itself and its Affiliates, on a Product-by-Product basis, to co-promote the Product with Camurus, its Affiliates and licensees in the country of Belgium, pursuant to the terms of a separate agreement to be negotiated by the Parties, which agreement shall contain the terms set forth in Exhibit 2.6. Camurus shall provide Braeburn with written notice within [***] after Camurus or its Affiliate or licensee has filed the NDA for a Product in Belgium. Braeburn may exercise its right to co-promote by delivering a Notice of Exercise to Camurus no later than [***] after receipt of Camurus’ notice.