Common use of Advertising and Promotional Materials Clause in Contracts

Advertising and Promotional Materials. The Commercial Lead for a particular Collaboration Program and territory shall develop relevant sales, promotion, market access and advertising materials relating to the Optioned Products within such Collaboration Program and territory (collectively, “Promotional Materials”) in each case consistent with Applicable Law, the applicable Commercialization Plans and any determinations made by the JPT with respect to such matters pursuant to Section 2.2.2(c)(ix). The Commercial Lead shall be responsible for the medical, regulatory and legal review of Promotional Materials and for the interpretation and Confidential 57 *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. adherence to the Applicable Law governing the preparation and use of such Promotional Materials, including any advance review of the Promotional Materials required by the applicable Regulatory Authority. Notwithstanding the foregoing, in the event the Non-Commercial Lead is co-Commercializing the Optioned Products in any country within the Co-Commercialization Territory, the Non-Commercial Lead shall have the right to review and comment on the Promotional Materials to be used in such markets prior to the implementation of such Promotional Materials, in accordance with the process established by the JPT, and the Commercial Lead shall give good faith consideration to the Non-Commercial Lead’s comments regarding the Promotional Materials, including any comments related to the Promotional Materials’ compliance with Applicable Law. The Commercial Lead for each market will own all right, title and interest in and to any and all Promotional Materials for an Optioned Product for use in such market (except with respect to any Corporate Names of the other Party included in any Promotional Materials). The Non-Commercial Lead will execute all documents and take all actions as are reasonably requested by the Commercial Lead to vest title to such Promotional Materials in the Commercial Lead.

Advertising and Promotional Materials. The Commercial Lead As between the Parties, Cubist will be responsible for a particular Collaboration Program the creation, preparation, production, reproduction and territory shall develop filing with the applicable Regulatory Authorities, of relevant written sales, promotion, market access promotion and advertising materials relating to the Optioned Products within such Collaboration Program and territory Licensed Product (collectively, “Promotional Materials”) for use in each case the Territory. All such Promotional Materials will be compliant with all applicable Laws, and in the Profit Share Territory shall be consistent with Applicable the Commercialization Plan. Subject to any limitations imposed by applicable Law, the applicable Commercialization Plans and any determinations made by the JPT with respect to all such matters pursuant to Section 2.2.2(c)(ix). The Commercial Lead shall be responsible for the medical, regulatory and legal review of Promotional Materials and for all documentary information and oral presentations (where practicable) regarding the interpretation marketing and Confidential 57 *** Certain information promotion of Licensed Product in this agreement has been omitted the Field in the Territory shall (a) acknowledge the Parties’ license arrangement and filed separately collaboration on Licensed Product, and (b) in the Profit-Share Territory, shall display the Cubist and Alnylam names and logos with the Securities and Exchange Commissionequal prominence. [***] indicates that text has been omitted and is the subject Copies of a confidential treatment request. adherence to the Applicable Law governing the preparation and use of such Promotional Materials, including any advance review of the all Promotional Materials required by the applicable Regulatory Authority. Notwithstanding the foregoing, used in the event the Non-Commercial Lead is co-Commercializing the Optioned Products in any country within the Co-Commercialization Territory, the Non-Commercial Lead shall have the right to review and comment on the Promotional Materials to Territory will be used in such markets prior to the implementation of such Promotional Materials, archived by Cubist in accordance with applicable Law. Upon Alnylam’s reasonable request, copies of the process established core Promotional Materials used by Cubist in the JPTProfit-Share Territory shall be translated into English (where applicable) and provided to Alnylam, and the Commercial Lead costs of such translations shall give good faith consideration be Commercialization Costs. Upon Alnylam’s reasonable request and cost, copies of the core Promotional Materials used by Cubist in the Royalty Territory shall be translated into English (where applicable) and provided to Alnylam. Upon Cubist’s reasonable request and cost, copies of the Non-Commercial Lead’s comments regarding the Promotional Materials, including any comments related to the Promotional Materials’ compliance with Applicable Law. The Commercial Lead for each market will own all right, title and interest in and to any and all core Promotional Materials for an Optioned Licensed Product for use in such market (except with respect to used by Alnylam or any Corporate Names of the other Party included in any Promotional Materials). The Non-Commercial Lead will execute all documents and take all actions as are reasonably requested by the Commercial Lead to vest title to such Promotional Materials its Related Parties in the Commercial LeadField for Asia shall be translated into English (where applicable) and provided to Cubist.