Common use of Co-Promotion Clause in Contracts

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. With respect In the event that REPLIDYNE intends to each Collaboration Product, the Parties shall enter into an agreement that sets forth the terms of the Parties’ a Co-Promotion agreement for Drug Products in any country in the Territory, DSP shall have the right of first negotiation for such Co-Promotion by DSP’s Affiliates in such country in the Territory. REPLIDYNE shall notify DSP if it intends to enter into a co-promotion agreement with a Third Party in any country in the Territory. DSP shall have a period of thirty (30) days from receipt of such Collaboration Products 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 the Collaboration Territory no later than [**] such country. If prior to the anticipated First Commercial Sale 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 Collaboration Product longer period of time as may be mutually agreed to by the Parties in the Collaboration Territorywriting (hereinafter referred to as “Negotiation Period”), such terms to be consistent with the high-level terms and principles set forth shall negotiate in this Section 7.6 (each such agreement, good faith a “definitive Co-Promotion Agreement”). The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant to the agreement upon mutually agreeable terms and conditions of this Agreement conditions. If REPLIDYNE and the applicable DSP’s Affiliate fail to execute such definitive Co-Promotion Agreementagreement 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, provided that Verve shall book all sales DSP’s right of Collaboration Products in the Collaboration Territory. Any first negotiation with respect to any Co-Promotion Agreement entered into by arrangement for such country in the Parties pursuant to Territory shall terminate. DSP’s rights under this Section 7.6 will set forth 8.2 shall apply only to the terms under which Beam will engage in the Co-Promotion of such Collaboration Product with Verve to primary care physicians, specialistsextent consistent with, 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 subject to, (a) REPLIDYNE’s obligations under its agreements with Third Parties, and (b) any rights that REPLIDYNE may grant to Third Party sublicensees with which REPLIDYNE agrees to develop and commercialize Drug Products, or to which REPLIDYNE grants a sublicense for the Parties development 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 Productcommercialization of Drug Products.

Co-Promotion. With respect to each Collaboration Productcountry within the Joint Commercialization Territory, Maxygen shall have an option to Co-Promote each Product for Co-Development Indications in each such country within the Parties shall enter into an agreement that sets forth Joint Commercialization Territory according to the terms of and conditions set forth in this Section 5.2 (the Parties’ “Co-Promotion Option”), provided that, for the avoidance of such Collaboration doubt, the option to Co-Promote in this Section 5.2 shall not apply to Products for which Maxygen has exercised the Maxygen Opt Out Right in accordance with Section 4.1.4. Maxygen may exercise the Collaboration Co-Promotion Option for a Product for Co-Development Indications in * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any countries within the Joint Commercialization Territory by providing written notice to Astellas (the “Co-Promotion Notice”) no later than [****]days from the later of (i) Astellas notifying Maxygen that it has filed a MAA for such Product in such country and (ii) Astellas providing to Maxygen (in English, or together with English translations thereof) the information of its internal projections and plans for the period through at least the [****] prior after the launch of such Product regarding Commercialization of such Product for Co-Development Indications within the Joint Commercialization Territory and other related information, in each case which is customarily or actually prepared by Astellas for presentation to, and including pre-meeting materials and information which is actually made available to, Astellas’ applicable executive committee(s) regarding Commercialization of such Product, including in any event projected Cost for Commercialization (including launch Costs), commercial assessments for such Product, and forecasts for sales and number and type of details, in each case on a country-by-country basis with respect to each country in the Joint Commercialization Territory. During such [****] day period, Astellas shall (i) promptly (and in any event within [****] days) provide such additional information as Maxygen may reasonably request regarding aspects of Commercialization of the applicable Product, to the anticipated First Commercial Sale extent Controlled by Astellas and available (for the avoidance of doubt, “available” shall mean that such Collaboration information and materials already exist and that Astellas has already prepared or obtained them for its own internal use, and Astellas is not under any obligation to prepare, create or modify any such information or materials for Maxygen but instead need only provide them in their existing form, other than making applicable redactions as described in the following clause), excluding know-how and techniques proprietary to Astellas that are utilized in developing or obtaining such information but including information resulting therefrom to the extent applied to the applicable Product (and provided that if documents or materials contain both such proprietary know-how or techniques as well as information that is otherwise to be provided hereunder, Astellas shall provide such documents or materials, but may redact such proprietary know-how or techniques), including (A) the activities that would be undertaken in promoting such Product in the Collaboration Territoryapplicable countries, such terms to be consistent with the high-level terms including plans for product positioning, key message delivery, market segmentation, target population identification, competitor analysis and principles set forth in this Section 7.6 other key promotional activities (each such agreement, a “Co-Promotion Agreement”). The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant including background market research and analysis as applied specifically to the terms Product at issue) in support thereof, (B) projections of applicable Costs (including Manufacturing Costs, Sales Costs and conditions of this Agreement Marketing Costs, Phase IV commitments and other necessary post-approval activities) related to the applicable CoProduct with respect to such countries, (C) projections of sales and market penetration of such Product in such countries, including forecast data and assumptions related to sales growth, peak sales, time to peak and Commercialization personnel required, brandswitch strategy, pricing and reimbursement assumptions, target market sizes and unit volume projections, and (D) such other information regarding commercial potential of such Product in such country as is material to a decision to launch such Product in each country within the Joint Commercialization Territory on a country-Promotion Agreementby-country basis, and (ii) be available (promptly, and in any event within [****] following the applicable request) for consultation as reasonably requested by Maxygen regarding information provided that Verve shall book all sales of Collaboration Products in under this or the Collaboration Territorypreceding sentence. Any Co-Promotion Agreement entered into by In the Parties pursuant to this Section 7.6 will set forth the terms under which Beam will engage in event Maxygen exercises 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 (each, a “Co-Promot ion Product”), the provisions of this Section 5.2 shall apply with respect thereto. For the avoidance of doubt, all information and * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. materials provided by Astellas under this Section 5.2 are provided “AS IS” without representation or warranty of any kind (and no assurances are provided hereunder that any particular piece of information described above in subsections A through D will be available for provision to Maxygen) and Maxygen shall be solely responsible for its decision as to whether or not to exercise the Co-Promotion Option hereunder.

Co-Promotion. With If Prime elects its Co-Promote Option with respect to each a Collaboration ProductProduct in accordance with Section 5.2.4, then the Parties shall enter into an agreement that sets forth the terms of the Parties’ Co-Promotion of such Collaboration Products Product in the Beam Field in the Collaboration Territory no later than within [***] prior following Prime’s exercise of its Co-Promote Option with respect to the anticipated First Commercial Sale of such Collaboration Product in the Collaboration Territoryaccordance with Section 5.2.4, such terms to be consistent with the high-level terms and principles set forth in this Section 7.6 and with the Commercialization Plan in effect at such term and the terms of this Agreement (each such agreement, a “Co-Promotion Agreement”). The Parties shall Co-Promote the each Collaboration Products Product for which Prime elects its Co-Promote Option in accordance with Section 5.2.4 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 Prime will engage in the Co-Promotion of such Collaboration Product with Verve Beam 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 any such Collaboration Product in the Collaboration Territory at launch and throughout Commercialization in under 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 any 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.