Common use of Co-Promotion Clause in Contracts

Co-Promotion. At Xxxxxxx’x request, Forest shall consider in good faith whether to xxxxx Xxxxxxx the right to co-promote the Licensed Products in the United States, such right not to exceed more than [*]% of the aggregate details to be performed with respect to the Licensed Products in the United States, if such co-promotion can be efficiently implemented and the Parties agree to a viable division of responsibilities for the co-promotion of such [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Licensed Product; provided, however, that (a) Xxxxxxx must make any such request no later than [*] months after receiving from Forest: (i) a written notification that Forest anticipates that Regulatory Approval of the first Licensed Product in the United States may be obtained by Forest within [*] months of such notice; and (ii) the anticipated sales, detailing activities, target prescribers and centers as projected by Forest for the first two years after the First Commercial Sale of such Licensed Product in the United States, and (b) at the time Xxxxxxx makes any such request, Xxxxxxx must have the capabilities to perform the requested co-promotion activities or a plan to develop such capabilities prior to the First Commercial Sale of the first Licensed Product in the United States. If Forest determines in good faith to xxxxx Xxxxxxx’x request to co-promote the Licensed Products in the United States, then the Parties shall negotiate in good faith for a period of [*] days the terms and conditions of a co-promotion agreement pursuant to which Forest would xxxxx Xxxxxxx such rights (such agreement, a “Co-Promotion Agreement”), which Co-Promotion Agreement would provide that Xxxxxxx would be compensated [*]. If the Parties are unable to reach an agreement on the terms and conditions of any such Co-Promotion Agreement within such [*]-day period, then [*].

Co-Promotion. At Xxxxxxx’x request, Forest 16.1 Co-Promotion Option. ARIAD shall consider in good faith whether to xxxxx Xxxxxxx have an option (the right “Co-Promotion Option”) to co-promote the Licensed Products Product in the United States, such right not to exceed more than 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 aggregate details to be performed with respect to the Licensed Products First Commercial Sale in the United States, if such co-promotion can be efficiently implemented [***] or [***] (as applicable) and the Parties agree to a viable division expiration of responsibilities for 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 such pharmaceutical products is permitted pursuant to Applicable Laws in [***] = Certain confidential information contained 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 documentExhibit, marked indicated by brackets, has been the xxxx “[***],” 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 406 24b-2 of the Securities Exchange Act of 19331934, as amended. Licensed Product; provided, however, that (a) Xxxxxxx must make any such request no later than [*] months after receiving from Forest: (i) a written notification that Forest anticipates that Regulatory Approval of the first Licensed Product in the United States may be obtained by Forest within [*] months of such notice; and (ii) the anticipated sales, detailing activities, target prescribers and centers as projected by Forest for the first two years after the First Commercial Sale of such Licensed Product in the United States, and (b) at the time Xxxxxxx makes any such request, Xxxxxxx must have the capabilities to perform the requested co-promotion activities or a plan to develop such capabilities prior to the First Commercial Sale of the first Licensed Product in the United States. If Forest determines in good faith to xxxxx Xxxxxxx’x request to co-promote the Licensed Products in the United States, then the Parties shall negotiate in good faith for a period of [*] days the terms and conditions of a co-promotion agreement pursuant to which Forest would xxxxx Xxxxxxx such rights (such agreement, a “Co-Promotion AgreementNotice”), which Co-Promotion Agreement would provide that Xxxxxxx would be compensated [*]. If the Parties are unable to reach an agreement on the terms and conditions of any with such Co-Promotion Agreement within such 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 [*]-day period**] (if permitted and authorized), then 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. At Xxxxxxx’x requestIn the event that REPLIDYNE intends to enter into a Co-Promotion agreement for Drug Products in any country in the Territory, Forest DSP shall consider in good faith whether to xxxxx Xxxxxxx have the right to coof first negotiation for such Co-promote the Licensed Products Promotion by DSP’s Affiliates in such country in the United States, such right not Territory. REPLIDYNE shall notify DSP if it intends to exceed more than [*]% of the aggregate details to be performed with respect to the Licensed Products in the United States, if such enter into a co-promotion can be efficiently implemented and agreement with a Third Party in any country in the Parties agree to Territory. DSP shall have a viable division period of responsibilities for the co-promotion thirty (30) days from receipt of such [notice (hereinafter referred to as “DSP Notice Period”) to provide to REPLIDYNE with a term sheet setting forth DSP’s Affiliate’s proposed terms for a Co-Promotion agreement with REPLIDYNE in such country. If prior to the end of the DSP Notice Period, REPLIDYNE receives a term sheet from DSP’s Affiliate, then REPLIDYNE and DSP’s Affiliate, for a period of sixty (60) days or such longer period of time as may be mutually [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Exchange Act of 1933, as amended. Licensed Product; providedagreed to by the Parties in writing (hereinafter referred to as “Negotiation Period”), howevershall negotiate in good faith a definitive Co-Promotion agreement upon mutually agreeable terms and conditions. If REPLIDYNE and DSP’s Affiliate fail to execute such definitive Co-Promotion agreement by the end of the Negotiation Period or if DSP fails to provide REPLIDYNE with a term sheet by the end of the DSP Notice Period, that DSP’s right of first negotiation with respect to any Co-Promotion arrangement for such country in the Territory shall terminate. DSP’s rights under this Section 8.2 shall apply only to the extent consistent with, and shall be subject to, (a) Xxxxxxx must make any such request no later than [*] months after receiving from Forest: (i) a written notification that Forest anticipates that Regulatory Approval of the first Licensed Product in the United States may be obtained by Forest within [*] months of such notice; and (ii) the anticipated sales, detailing activities, target prescribers and centers as projected by Forest for the first two years after the First Commercial Sale of such Licensed Product in the United StatesREPLIDYNE’s obligations under its agreements with Third Parties, and (b) at the time Xxxxxxx makes any such request, Xxxxxxx must have the capabilities rights that REPLIDYNE may grant to perform the requested co-promotion activities or a plan Third Party sublicensees with which REPLIDYNE agrees to develop such capabilities prior to the First Commercial Sale of the first Licensed Product in the United States. If Forest determines in good faith to xxxxx Xxxxxxx’x request to co-promote the Licensed Products in the United Statesand commercialize Drug Products, then the Parties shall negotiate in good faith for a period of [*] days the terms and conditions of a co-promotion agreement pursuant or to which Forest would xxxxx Xxxxxxx such rights (such agreement, REPLIDYNE grants a “Co-Promotion Agreement”), which Co-Promotion Agreement would provide that Xxxxxxx would be compensated [*]. If sublicense for the Parties are unable to reach an agreement on the terms development and conditions commercialization of any such Co-Promotion Agreement within such [*]-day period, then [*]Drug Products.

Co-Promotion. At Xxxxxxx’x requestThera Europe or any of its Affiliates shall have the exclusive option, Forest shall consider in good faith whether to xxxxx Xxxxxxx exercisable at any time after an applicable Marketing Authorisation of the right Initial Product is obtained, to co-promote with Xxxxxx (or, if applicable, its approved Affiliates, sublicensees or distributors) a Product in one or more Countries (the Licensed Products in the United States, such right not “Co-Promoted Product”). If Thera Europe desires to exceed more than [*]% of the aggregate details to be performed exercise its option with respect to the Licensed Products Co-Promoted Product in the United StatesUK, if France and/or Germany, Thera Europe shall notify Xxxxxx in writing at least [REDACTED: Term] prior to the date on which it intends to begin such co-promotion can of the Co-Promoted Product and Xxxxxx agrees that upon the expiry of such time period the licenses granted hereunder shall become sole to the extent necessary to allow Thera Europe to so co-promote the Co-Promoted Product during the Co-Promotion Period (as hereinafter defined) in such Countries. In any Country other than the UK, France and/or Germany (where the UK, France and Germany shall be efficiently implemented and the Parties agree “Excluded Countries”) in which Thera Europe desires to exercise its option to co-promote a viable division of responsibilities for Co-Promoted Product, Thera Europe shall notify Xxxxxx in writing at least [REDACTED: Term] prior to the date on which it intends to begin the co-promotion of the Co-Promoted Product in such Country other than the Excluded Countries and with such notice shall provide its proposed co-promotion strategy therein. In any Country other than an Excluded Country, the Parties will use Commercially Reasonable Efforts to finalise a co-promotion strategy within such [*REDACTED: Term] = Certain confidential information contained period prior to the date on which Thera Europe intends to begin the co-promotion of the Co-Promoted Product in this documentsuch Country. Xxxxxx agrees that upon the expiry of such [REDACTED: Term] period and during the Co-Promotion Period (as hereinafter defined) in any Country the licenses granted hereunder shall become sole to the extent necessary to allow Thera Europe to so co-promote the Co-Promoted Product in such Country. The foregoing option to co-promote in a Country or any of them may be exercised more than once throughout the Term (with each period during which Thera Europe is co-promoting the Co-Promoted Product in a Country being referred to as a “Co-Promotion Period”) provided that Thera Europe shall notify Xxxxxx in writing at least [REDACTED: Term] prior to the date on which it either intends to begin the co-promotion of the Co-Promoted Product or [REDACTED: Term] written notice to Xxxxxx to cease the same. During a Co-Promotion Period, marked Xxxxxx will book all sales of the Co-Promoted Product whether promoted by bracketsXxxxxx or Thera Europe, has been omitted and filed separately all such sales of the Co-Promoted Product shall be included for purposes of computing the Net Selling Price hereunder. All costs and expenses incurred by Thera Europe during a Co-Promotion Period in connection with the Securities co-promotion activities for the Co-Promoted Product (including, but not limited to, employee costs and Exchange Commission marketing expenses), together with any incremental expenses incurred by Xxxxxx as a result of Thera Europe’s co-promotion activities (provided these expenses have been identified by the CPC ahead of time and agreed in writing by Thera Europe), shall be the sole responsibility of Thera Europe, except that Xxxxxx shall reimburse Thera Europe for those costs and expenses that would have otherwise been paid by Xxxxxx according to Xxxxxx’x latest Commercialization Plan submitted to Thera Europe under Section 5.2 (i.e., all costs and expenses that customarily would be incurred by Xxxxxx in connection with the promotion and detailing of, or otherwise in connection with a sales force for, a pharmaceutical product in the ordinary course of Xxxxxx’x business). Notwithstanding the above, the Parties acknowledge that Xxxxxx shall have no obligation to amend the Commercialization Plan (except pursuant to Rule 406 Section 5.2) and that Thera Europe’s Commercialization efforts are independent of those of Xxxxxx hereunder. During a Co-Promotion Period, Thera Europe or any of its Affiliates will be involved in the decision-making process related to all aspects of the Securities Act co-promotion of 1933the Co-Promoted Product through a co-promotion committee (the “Co-Promotion Committee” or “CPC”). As a general principle, as amended. Licensed Productthe CPC will operate by consensus with each Party collectively having one vote; provided, however, that at least [REDACTED: Number] representative for each of Thera Europe and Xxxxxx must be present (awhether in person or by telephone or videoconference) Xxxxxxx must make any such request no later than [*] months after receiving from Forest: (i) for a written notification that Forest anticipates that Regulatory Approval meeting of the first Licensed Product in CPC to take place and for any decision to be made. The CPC will be comprised of [REDACTED: Number] representatives from Thera Europe or any Affiliates thereof and [REDACTED: Number] representatives from Xxxxxx. In the United States may be obtained by Forest event that the CPC representatives do not reach consensus with respect to a matter that is within the purview of the CPC (each within [*REDACTED: Term] months of after they have met and attempted to reach such notice; and (ii) consensus, the anticipated sales, detailing activities, target prescribers and centers as projected by Forest matter shall be referred for the first two years after the First Commercial Sale of such Licensed Product in the United States, and (b) at the time Xxxxxxx makes any such request, Xxxxxxx must have the capabilities to perform the requested co-promotion activities or a plan to develop such capabilities prior resolution to the First Commercial Sale Chief Executive Officer of Thera Europe and the first Licensed Product in the United States. If Forest determines in good faith to xxxxx Xxxxxxx’x request to co-promote the Licensed Products in the United States, then the Parties shall negotiate in good faith Chief Executive Officer of Xxxxxx for a period of [*] days the terms their consideration and conditions of a co-promotion agreement pursuant to which Forest would xxxxx Xxxxxxx such rights (such agreement, a “Co-Promotion Agreement”), which Co-Promotion Agreement would provide that Xxxxxxx would be compensated [*]. If the executive officers of such Parties are unable to reach an agreement on agree after negotiation in good faith, or either Party’s Chief Executive Officer does not participate, within [REDACTED: Term] of the terms and conditions submission of any such Co-Promotion Agreement within such [*]-day periodmatter to each Party’s Chief Executive Officer, then [*]the matter shall be subject to review pursuant to ARTICLE 15.