Co-Promotion Agreement Sample Contracts

Eagle Pharmaceuticals, Inc. – Co-Promotion Agreement (November 30th, 2016)

This Co-Promotion Agreement (this Agreement) is entered into as of November 4, 2015 (the Effective Date), by and between Eagle Pharmaceuticals, Inc., a corporation organized under the laws of Delaware with offices at 50 Tice Blvd., Suite 315, Woodcliff Lake, NJ 07677 (Eagle) and Spectrum Pharmaceuticals, Inc., a corporation organized under the laws of Delaware with offices at 11500 South Eastern Avenue, Suite 240, Henderson, Nevada 89052 (Spectrum). Each of Eagle and Spectrum is sometimes referred to individually herein as a Party and collectively as the Parties.

Aratana Therapeutics Inc. – Co-Promotion Agreement (August 5th, 2016)

This Co-Promotion Agreement (this "Agreement"), effective as of April 22, 2016 (the "Effective Date"), is entered into by and between Aratana Therapeutics, Inc., a Delaware corporation and having its office at 11400 Tomahawk Creek Parkway, Suite 340, Leawood, KS 66211 ("Aratana") and Eli Lilly and Company, an Indiana corporation, operating on behalf of its Elanco Animal Health division and having its office at 2500 Innovation Way, Greenfield, Indiana 46140 and its Affiliates ("Elanco").

Fourth Amendment to Amended and Restated Co-Development and Co-Promotion Agreement (Apixaban) (July 28th, 2016)

THIS FOURTH AMENDMENT (this "Amendment") TO THAT CERTAIN AMENDED AND RESTATED CO-DEVELOPMENT AND CO-PROMOTION AGREEMENT (Apixaban), dated as of April 26, 2007, as amended and restated as of August 23, 2007, is made as of May 18, 2015 (the "Execution Date") by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 ("BMS"), and PFIZER INC., a Delaware corporation having its principal place of business at 235 East 42nd Street, New York, New York 10017 ("COLLABORATOR"). BMS and COLLABORATOR are sometimes referred to herein individually as a "Party" and collectively as the "Parties.

Second Amendment to Amended and Restated Co-Development and Co-Promotion Agreement (Apixaban) (July 28th, 2016)

THIS SECOND AMENDMENT (this "Amendment") TO THAT CERTAIN AMENDED AND RESTATED CO-DEVELOPMENT AND CO-PROMOTION AGREEMENT (Apixaban), dated as of April 26, 2007, as amended and restated as of August 23, 2007, is made as of March 15, 2012 (the "Effective Date") by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 ("BMS"), and PFIZER INC., a Delaware corporation having its principal place of business at 235 East 42nd Street, New York, New York 10017 ("COLLABORATOR"). BMS and COLLABORATOR are sometimes referred to herein individually as a "Party" and collectively as the "Parties.

First Amendment to Master Program Services and Product Co-Promotion Agreement (July 1st, 2016)

This First Amendment to Master Program Services and Product Co-Promotion Agreement (this Amendment), between OraSure Technologies, Inc., a Delaware corporation, having its principal place of business at 220 East First Street, Bethlehem, PA 18015 (OraSure), and AbbVie Bahamas Ltd., a Bahamian limited corporation, having its principal place of business at Sassoon House, Shirley Street & Victoria Avenue, PO Box SS-5383, Nassau, New Providence, Bahamas (AbbVie), is entered into as of June 30, 2016. Both AbbVie and OraSure may be referred to herein individually as a Party and collectively as the Parties.

ORASURE TECHNOLOGIES AND ABBVIE AGREE TO AN EARLY TERMINATION OF HCV CO- PROMOTION AGREEMENT - Investor Conference Call Scheduled Today at 8:30 a.m. Eastern Time - (July 1st, 2016)

BETHLEHEM, Pa. July 1, 2016 OraSure Technologies (NASDAQ: OSUR), a market leader in point of care diagnostics, announced today that OraSure Technologies and AbbVie have mutually agreed to an early termination of their Master Program Services and Co-Promotion Agreement under which the companies have been co-promoting OraSures OraQuick(r) HCV Rapid Antibody Test in the United States. The agreement was originally scheduled to continue through December 31, 2019 and will now end on December 31, 2016.

Kadmon Holdings, LLC – Amendment and Modification to Co-Promotion Agreement (June 10th, 2016)

This AMENDMENT AND MODIFCATION AGREEMENT dated as of December 21, 2015 (this Amendment) modifies the CO-PROMOTION AGREEMENT (the Agreement) by and between KADMON PHARMACEUTICALS, LLC (Kadmon) and VIVUS INC., (Vivus) executed on June 1, 2015. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

Kadmon Holdings, LLC – Co-Promotion Agreement (June 10th, 2016)

THIS CO-PROMOTION AGREEMENT (this Agreement) is made and entered into as of June 1, 2015 (the Effective Date) by and between VIVUS, a company organized under the laws of the state of Delaware (VIVUS) and KADMON, a company organized under the laws of the state of Delaware (KADMON). Each of VIVUS and KADMON is referred to individually as a Party, and collectively, as the Parties.

Kadmon Holdings, LLC – Co-Promotion Agreement (March 18th, 2016)

THIS CO-PROMOTION AGREEMENT (this Agreement) is made and entered into as of June 1, 2015 (the Effective Date) by and between VIVUS, a company organized under the laws of the state of Delaware (VIVUS) and KADMON, a company organized under the laws of the state of Delaware (KADMON). Each of VIVUS and KADMON is referred to individually as a Party, and collectively, as the Parties.

Kadmon Holdings, LLC – Amendment and Modification to Co-Promotion Agreement (March 18th, 2016)

This AMENDMENT AND MODIFCATION AGREEMENT dated as of December 21, 2015 (this Amendment) modifies the CO-PROMOTION AGREEMENT (the Agreement) by and between KADMON PHARMACEUTICALS, LLC (Kadmon) and VIVUS INC., (Vivus) executed on June 1, 2015. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

Veracyte, Inc. – EX-U.S. Co-Promotion Agreement (March 25th, 2015)

Genzyme Corporation, with offices located at 500 Kendall Street, Cambridge, Massachusetts 02142 (hereinafter referred to as Genzyme)

Master Program Services and Product Co-Promotion Agreement (December 5th, 2014)

This Master Program Services and Product Co-Promotion Agreement (this Agreement) is made and entered into effective as of June 10, 2014 (the Effective Date) by and between ORASURE TECHNOLOGIES, INC., a Delaware corporation having a principal place of business at 220 East First Street, Bethlehem, Pennsylvania 18015 (OraSure), and ABBVIE BAHAMAS LTD. a Bahamian limited corporation having a principal place of business at Sassoon House, Shirley Street & Victoria Avenue, PO Box SS-5383, Nassau, New Providence, Bahamas (AbbVie). OraSure and AbbVie are sometimes referred to herein individually as a Party and collectively as the Parties.

Veracyte, Inc. – Amended and Restated U.S. Co-Promotion Agreement (November 13th, 2014)

Genzyme Corporation, with offices located at 500 Kendall Street, Cambridge, Massachusetts 02142 (hereinafter referred to as Genzyme)

Veracyte, Inc. – Letter of Agreement for Proposed Second Amendment to Co-Promotion Agreement (August 14th, 2014)
Master Program Services and Product Co-Promotion Agreement (August 6th, 2014)

This Master Program Services and Product Co-Promotion Agreement (this Agreement) is made and entered into effective as of June 10, 2014 (the Effective Date) by and between ORASURE TECHNOLOGIES, INC., a Delaware corporation having a principal place of business at 220 East First Street, Bethlehem, Pennsylvania 18015 (OraSure), and ABBVIE BAHAMAS LTD. a Bahamian limited corporation having a principal place of business at Sassoon House, Shirley Street & Victoria Avenue, PO Box SS-5383, Nassau, New Providence, Bahamas (AbbVie). OraSure and AbbVie are sometimes referred to herein individually as a Party and collectively as the Parties.

Amarin Corp – CO-PROMOTION AGREEMENT by and Among AMARIN PHARMACEUTICALS IRELAND LIMITED, AMARIN PHARMA, INC. And KOWA PHARMACEUTICALS AMERICA, INC. MARCH 31, 2014 (May 9th, 2014)

This Co-Promotion Agreement (this Agreement) is entered into as of March 31, 2014 (the Effective Date) by and among Amarin Pharmaceuticals Ireland Limited, a company incorporated under the laws of Ireland (registered number 408912) with offices at 2 Pembroke House Upper Pembroke Street 28-32, Dublin 2, Ireland (Amarin Ireland), and Amarin Pharma, Inc., a Delaware corporation with offices at 1430 Route 206 North, Suite 101, Bedminster, NJ 07921 (Amarin Pharma, and collectively with Amarin Ireland, Amarin), on the one hand, and Kowa Pharmaceuticals America, Inc., a Delaware corporation with offices at 530 Industrial Park Blvd, Montgomery, AL 36117 (Kowa), on the other hand.

Co-Promotion Agreement (January 14th, 2014)

This Co-Promotion Agreement (this Agreement) is entered into this 27th day of June, 2013 (the Effective Date), by and between Valeant Pharmaceuticals North America LLC, a Delaware limited liability company (Valeant), and Zogenix, Inc., a Delaware corporation (Zogenix). Each of Valeant and Zogenix is referred to herein, individually, as a Party and collectively, as the Parties.

Veracyte, Inc. – Co-Promotion Agreement (September 20th, 2013)

Genzyme Corporation, with offices located at 500 Kendall Street, Cambridge, Massachusetts 02142 (hereinafter referred to as Genzyme)

Veracyte, Inc. – Co-Promotion Agreement (August 30th, 2013)

Genzyme Corporation, with offices located at 500 Kendall Street, Cambridge, Massachusetts 02142 (hereinafter referred to as Genzyme)

Co-Promotion Agreement (August 8th, 2013)

This Co-Promotion Agreement (this Agreement) is entered into this 27th day of June, 2013 (the "Effective Date"), by and between Valeant Pharmaceuticals North America LLC, a Delaware limited liability company ("Valeant"), and Zogenix, Inc., a Delaware corporation ("Zogenix"). Each of Valeant and Zogenix is referred to herein, individually, as a "Party" and collectively, as the "Parties."

Amendment No. 1 to Co-Promotion Agreement (August 1st, 2013)

This AMENDMENT NO. 1 TO CO-PROMOTION AGREEMENT (the Amendment) is entered into on July 30, 2013 (the Amendment Effective Date), by and among Cubist Pharmaceuticals, Inc. (Cubist) and Optimer Pharmaceuticals, Inc. (Optimer). Cubist and Optimer may each be referred to herein individually as a Party and collectively as the Parties. Capitalized terms used but not defined in this Amendment have the meaning set forth in the Agreement.

Auxilium Pharmaceuticals, Inc. – Amendment No. 1 to the Co-Promotion Agreement (August 1st, 2013)

This Amendment No. 1 (this Amendment) is made as of July 31, 2013 (the Amendment No. 1 Effective Date) by and among GlaxoSmithKline LLC, a Delaware limited liability company (GSK) and Auxilium Pharmaceuticals, Inc., a Delaware corporation (Auxilium). GSK and Auxilium are sometimes referred to herein individually as a Party and collectively as the Parties.

Amendment No. 1 to Co-Promotion Agreement (August 1st, 2013)

This AMENDMENT NO. 1 TO CO-PROMOTION AGREEMENT (the Amendment) is entered into on July 30, 2013 (the Amendment Effective Date), by and among Cubist Pharmaceuticals, Inc. (Cubist) and Optimer Pharmaceuticals, Inc. (Optimer). Cubist and Optimer may each be referred to herein individually as a Party and collectively as the Parties. Capitalized terms used but not defined in this Amendment have the meaning set forth in the Agreement.

Amendment No. 1 to Co-Promotion Agreement (August 1st, 2013)

This AMENDMENT NO. 1 TO CO-PROMOTION AGREEMENT (the Amendment) is entered into on July 30, 2013 (the Amendment Effective Date), by and among Cubist Pharmaceuticals, Inc. (Cubist) and Optimer Pharmaceuticals, Inc. (Optimer). Cubist and Optimer may each be referred to herein individually as a Party and collectively as the Parties. Capitalized terms used but not defined in this Amendment have the meaning set forth in the Agreement.

Amendment No. 1 to Co-Promotion Agreement (August 1st, 2013)

This AMENDMENT NO. 1 TO CO-PROMOTION AGREEMENT (the Amendment) is entered into on July 30, 2013 (the Amendment Effective Date), by and among Cubist Pharmaceuticals, Inc. (Cubist) and Optimer Pharmaceuticals, Inc. (Optimer). Cubist and Optimer may each be referred to herein individually as a Party and collectively as the Parties. Capitalized terms used but not defined in this Amendment have the meaning set forth in the Agreement.

Auxilium Pharmaceuticals, Inc. – Confidential Treatment Requested Under 17 C.F.R. SSSS 200.80(b)(4) and 240.24b-2. The Confidential Portions of This Exhibit Have Been Omitted and Are Marked Accordingly. The Confidential Portions Have Been Filed Separately With the Securities and Exchange Commission Pursuant to a Confidential Treatment Request. CO-PROMOTION AGREEMENT (November 2nd, 2012)

This Co-promotion Agreement (hereafter, the Agreement) is entered into as of May 18, 2012, by and between Auxilium Pharmaceuticals, Inc., a Delaware corporation (Auxilium), and GlaxoSmithKline LLC, a Delaware limited liability company (GSK).

OncBioMune Pharmaceuticals, Inc – CONFIDENTIAL BINDING TERM SHEET FOR (1) GRANISOL(r) AND AQUORAL US CO- PROMOTION AGREEMENT, (2) SALE OF EX-US RIGHTS FOR GRANISOL AND NON-BINDING TERM SHEET FOR THE ACQUISITION OF PEDIATRX INC. BY APRICUS BIOSCIENCES, INC. January 26, 2012 (January 27th, 2012)

(1) Apricus Biosciences, Inc., a Nevada corporation with its principal address at 11975 El Camino Real, Suite 300 San Diego, CA 92130 (APRICUS); and

OncBioMune Pharmaceuticals, Inc – Contract (September 14th, 2011)

***Denotes certain parts that have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and is subject to a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CO-PROMOTION AGREEMENT by and Between CUBIST PHARMACEUTICALS, INC. And OPTIMER PHARMACEUTICALS, INC. Dated as of April 5, 2011 (August 4th, 2011)

This Co-Promotion Agreement (the Agreement) is entered into as of April 5, 2011 (the Effective Date), by and between Cubist Pharmaceuticals, Inc., a Delaware corporation (Cubist) and Optimer Pharmaceuticals, Inc., a Delaware corporation (Optimer). Cubist and Optimer are each referred to in this Agreement as a Party and collectively as the Parties.

CONFIDENTIAL TREATMENT CO-PROMOTION AGREEMENT by and Between CUBIST PHARMACEUTICALS, INC. And OPTIMER PHARMACEUTICALS, INC. Dated as of April 5, 2011 (July 29th, 2011)

This Co-Promotion Agreement (the Agreement) is entered into as of April 5, 2011 (the Effective Date), by and between Cubist Pharmaceuticals, Inc., a Delaware corporation (Cubist) and Optimer Pharmaceuticals, Inc., a Delaware corporation (Optimer). Cubist and Optimer are each referred to in this Agreement as a Party and collectively as the Parties.

Allergan – Co-Promotion Agreement (March 1st, 2011)

This Co-Promotion Agreement (this Agreement) is made and entered into effective as of January 28, 2011, by and between MAP Pharmaceuticals, Inc., a Delaware corporation having an address at 2400 Bayshore Parkway, Suite 200, Mountain View, California 94043 (MAP), and ALLERGAN USA, Inc., a Delaware corporation having an address at 2525 Dupont Drive, Irvine, California 92612 (ALLERGAN). MAP and ALLERGAN are sometimes referred to herein individually as a Party and collectively as the Parties.

Nektar Therapeutics, Aerogen, Inc., and Bayer Healthcare Llc Co-Development, License and Co-Promotion Agreement August 1, 2007 (March 1st, 2011)

This Co-Development, License and Co-Promotion Agreement (the Agreement) is made and entered into as of the 1st day of August, 2007 (the Effective Date) among NEKTAR THERAPEUTICS, a Delaware corporation with a principal place of business at 150 Industrial Road, San Carlos, California 94070 U.S.A. (Nektar), AEROGEN, INC., a Delaware corporation with a principal place of business at 150 Industrial Road, San Carlos, California 94070 U.S.A. (Aerogen), a wholly-owned subsidiary of Nektar, and BAYER HEALTHCARE LLC, a Delaware corporation with a principal place of business at 555 White Plains Road, Tarrytown, New York 01591 U.S.A. (Bayer). Nektar and Bayer are sometimes referred to herein individually as a Party and collectively as the Parties (which terms shall not include Aerogen). Except as otherwise provided in Section 20.14 hereof, references to Nektar, Aerogen, and Bayer shall not include their respective Affiliates.

Oculus Innovative Sciences – Exclusive Co-Promotion Agreement (February 18th, 2011)

This Exclusive Co-Promotion Agreement (the "Agreement"), is entered into effective as of February 14, 2011 (the "Effective Date"), by and between QUINNOVA PHARMACEUTICALS, INC., a Delaware corporation, having an address of 411 South State Street, Third Floor, Newton, Pennsylvania 18940 ("QUINNOVA"), and OCULUS INNOVATIVE SCIENCES, INC., a Delaware corporation, having an address of 1129 North McDowell Boulevard, Petaluma, California 94954 ("OCULUS").

MAP Pharmaceuticals – Co-Promotion Agreement (February 16th, 2011)

This Co-Promotion Agreement (this Agreement) is made and entered into effective as of January 28, 2011, by and between MAP Pharmaceuticals, Inc., a Delaware corporation having an address at 2400 Bayshore Parkway, Suite 200, Mountain View, California 94043 (MAP), and ALLERGAN USA, Inc., a Delaware corporation having an address at 2525 Dupont Drive, Irvine, California 92612 (ALLERGAN). MAP and ALLERGAN are sometimes referred to herein individually as a Party and collectively as the Parties.

Fluidigm Corp. – FLUIDIGM CORPORATION and 454 LIFE SCIENCES, a ROCHE COMPANY CO-PROMOTION AGREEMENT (January 18th, 2011)

This Co-Promotion Agreement (the Agreement) is made this 20th day of May, 2010, by and between 454 LIFE SCIENCES CORPORATION, A ROCHE COMPANY (454 Life Sciences), a Delaware corporation , and Fluidigm Corporation (Fluidigm), both with their principal offices located at the addresses set forth above. 454 Life Sciences and Fluidigm are sometimes referred to herein collectively as the Parties and each individually as a Party.