Terms of Co-Promotion Agreement. The terms and conditions of such co-promotion arrangement shall be set forth in a co-promotion agreement (the “Co-Promotion Agreement”) to be entered into between the Parties as set forth in this Section. The Co-Promotion Agreement shall include such provisions as are usual and customary, including with respect to diligence obligations of Receptos, except that the financial terms of such arrangement shall be as provided in Section 4.7.4. Additionally the Co-Promotion Agreement will include provisions covering the consequence (in the form of consideration due to the non-breaching party) should a Party fail to perform. Under the Co-Promotion Agreement, AbbVie shall have the right (so long as such right is exercised in a reasonable and non-discriminatory manner) to make all final decisions with respect to the co-promotion arrangement, including the promotional materials to be used, the training and testing applicable to such sales representatives, and restrictions with respect to the ability of such sales representatives to Detail other products. For purposes of this Section 4.7.3, “co-promote” or “co-promotion” means the Detailing of such Co-Promotion Product by Receptos or its Affiliates under the relevant Regulatory Approval and the Product Trademarks, and shall not mean the sale or distribution of such Co-Promotion Product by Receptos or its Affiliates. Receptos shall be entitled to use a Third Party sales force reasonably acceptable to AbbVie for some or all of its Co-Promotion efforts, with related expenses to be included in calculating Net Profits/Net Losses (i.e., as though such sales force were internal to Receptos) provided, notwithstanding Section 6.4.2, such expenses on an FTE-to-FTE basis do not exceed that of AbbVie’s (any overrun by Receptos of expenses related to Third Party sales force in this regard shall be Receptos’ sole expense, with such calculation to be made on an FTE-to-FTE basis, negotiated in good faith and set forth in the definitive Co-Promotion Agreement).
Terms of Co-Promotion Agreement. Without limiting the generality of either Party’s rights and obligations contained in the Agreement, the Co-Promotion Agreement shall, in addition to such other terms as the Parties may agree and as are customary in an agreement of that type, include the following terms and conditions, unless otherwise agreed upon by the Parties:
Terms of Co-Promotion Agreement. The terms and conditions of such co-promotion arrangement, including the percentage of the total Details in the Co-Promotion Territory to be provided by Galapagos and AbbVie, shall be set forth in a co-promotion agreement (the “Co-Promotion Agreement”) to be entered into between the Parties as set forth in this Section 4.9.3. The Co-Promotion Agreement shall include such provisions as are usual and customary in AbbVie’s contract sales force agreements, including with respect to diligence obligations of Galapagos and AbbVie, except that (except as provided in Section 4.9.4) AbbVie shall not pay Galapagos any additional consideration for the performance of its co-promotion obligations in excess of the amounts payable pursuant to Article 6. Under the Co-Promotion Agreement, AbbVie shall have the right to make all final decisions with respect to the co-promotion arrangement, including the promotional materials to be used, the training and testing applicable to such sales representatives, and restrictions with respect to the ability of such sales representatives to Detail other products. For purposes of this Agreement, “co-promote” or “co-promotion” means the Detailing of all Co-Promotion Products by Galapagos or its Affiliates under the relevant Regulatory Approval and the Product Trademarks, and shall not mean the sale or distribution of any Co-Promotion Product by Galapagos or its Affiliates. For clarity, all co-promotion of the Co-Promotion Products in the Co-Promotion Territory by Galapagos shall be solely performed by employees of Galapagos or its Affiliates, and Galapagos shall not outsource or subcontract any of its co-promotion rights or obligations hereunder to a Third Party without the prior written consent of AbbVie. ***Confidential Treatment Requested***
Terms of Co-Promotion Agreement. (i) If Licensor exercises its co-promotion right for a country, such co-promotion by the Licensor’s sales force shall be operated and managed in a manner similar to the manner in which Licensee would operate and manage a co-promotion program with a contract sales force and Licensor’s sales force would commence promoting the Licensed Product at the same time that Licensee’s sales force commences such promotion. The terms and conditions of such co-promotion arrangement shall be set forth in a co-promotion agreement (the Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. “Co-Promotion Agreement”) to be entered into between the Parties as set forth in this Section 4.11.23. The Co-Promotion Agreement shall include such provisions as are usual and customary in Licensee’s contract sales force agreements, except that Licensor’s sole compensation for its detailing efforts shall be payment by Licensee to Licensor of an amount equal to fifty percent (50%) of its actual, reasonable sales force costs for such efforts. Under the Co-Promotion Agreement, Licensee shall have the right to make all final decisions with respect to the co-promotion arrangement, including the total number of sales representatives who will be performing details and their call plans and assigned territories, the promotional materials to be used, the training and testing applicable to such sales representatives, and restrictions with respect to the ability of such sales representatives to detail other products. For each rolling period of [***] Calendar Years during the term of the Co-Promotion Agreement (or such other reasonable period as the Parties may agree), Licensee shall inform Licensor, through the JMC, of the total number of sales representatives to be assigned for the applicable indication, and Licensor shall have the right to determine the percentage of promotional efforts it desires to contribute for such indication, with such percentage not to exceed twenty-five percent (25%). For purposes of this Section 4.11, “co-promote” or “co-promotion” shall mean the detailing of such Licensed Product by Licensor or its Affiliates under the relevant Regulatory Approval and the Product Trademarks, and shall not mean the sale or distribution of s...
Terms of Co-Promotion Agreement. In order to exercise the (Co-)Promotion Right, Lexicon shall provide Sanofi of its decision thereof at least [**] prior to the anticipated First Commercial Sale of the (Co-)Promotion Product(s) in the (Co-)Promotion Territory. If Lexicon exercises the (Co-)Promotion Right prior to such date, the Parties shall enter into the (Co-)Promotion Agreement with respect to (Co-)Promotion Products in the (Co-)Promotion Territory (the “(Co-)Promotion Agreement”), the terms of which (Co-)Promotion Agreement shall conform in all material respects with the terms and conditions set forth in Schedule 4.8.2. The Parties will use Commercially Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Reasonable Efforts to negotiate and execute the (Co-)Promotion Agreement no later than [**] before the anticipated First Commercial Sale of the (Co-)Promotion Product in the (Co-)Promotion Territory; provided Sanofi shall be excused from such obligation to the extent Lexicon has failed to perform its obligations hereunder and under the Ancillary Agreements upon which Sanofi’s performance depends.
Terms of Co-Promotion Agreement. The terms and conditions of such co-promotion arrangement shall be set forth in a co-promotion agreement (the “Co-Promotion Agreement”) to be entered into between the Parties as set forth in this Section 4.9.3. The Co-Promotion Agreement shall include such provisions as are usual and customary in Xxxxxx’x contract sales force agreements, including with respect to diligence obligations of Galapagos, except that the financial terms of such arrangement shall be as provided in Section 4.9.4. Under the Co-Promotion Agreement, Xxxxxx shall have the right to make all final decisions with respect to the co-promotion arrangement, including the promotional materials to be used, the training and testing applicable to such sales representatives, and restrictions with respect to the ability of such sales representatives to Detail other products. For purposes of this Section 4.9.3, “co-promote” or “co-promotion” means the Detailing of such Co-Promotion Product by Galapagos or its Affiliates under the relevant Regulatory Approval and the Product Trademarks, and shall not mean the sale or distribution of such Co-Promotion Product by Galapagos or its Affiliates.
Terms of Co-Promotion Agreement. The terms and conditions of a co-promotion arrangement shall be set forth in a co-promotion agreement (the “ Co-Promotion Agreement ”) to be entered into between the Parties as set forth in this Section 2.10(c).
Terms of Co-Promotion Agreement. The Co-Promotion Agreement shall conform in all material respects with the terms and conditions set forth in Schedule 7.1 and this Article 7 and shall also include such additional provisions as are usual and customary in AstraZeneca’s contract sales force agreements; provided, however, that such additional terms shall supplement and not materially expand, limit or change the terms set forth on Schedule 7.1 and this Article 7.
Terms of Co-Promotion Agreement
