Co-Commercialization Clause Samples
The co-commercialization clause defines the terms under which two or more parties collaborate to jointly market, sell, and distribute a product or service. Typically, this clause outlines each party’s roles and responsibilities, how costs and revenues will be shared, and the coordination of marketing strategies or sales efforts. By establishing clear guidelines for joint commercial activities, the clause ensures both parties benefit equitably from the partnership and helps prevent disputes over territory, branding, or resource allocation.
Co-Commercialization. Subject to the remainder of this Article 7 and provided Immunocore has not served GNE with a Co-Funding Withdrawal Notice in accordance with Article 8, the Parties shall have co-exclusive rights in, and joint responsibility for, the commercialization of the Licensed Products, in the Field in the Territory; provided, that GNE shall have the sole right to book sales in the Territory.
Co-Commercialization. For clarity, in any Season in which both Parties have been allocated Commercialization activities under the Licensed COVID-19 Mono Product Commercialization Framework in the same country (other than pricing for Licensed Products sold under existing APAs and Settlement Arrangements, provided that for Settlement Arrangements that are not Existing Settlement Arrangements, Novavax shall only have the right to submit confidential tenders, and any non-confidential tenders or other pricing by Novavax, in each case, will require Sanofi’s consent, not to be unreasonably withheld), Sanofi shall have the sole right to determine the market access strategy, including all matters relating to setting prices (including all discounts, rebates, and other similar commercial pricing matters) for all Licensed COVID-19 Mono Products in the Collaboration COVID-19 Territory, including under any Commercial Arrangement.”
1.8 The Parties hereby agree to amend Section 7.3 (Existing APAs and Settlement Arrangements), by deleting that provision and replacing it in its entirety (including its title), as follows:
Co-Commercialization. For the purposes of this Agreement, and specifically this Section 6.3, the terms "Co-Commercialization" and Co-Commercialize" shall mean any and all activity related to the [***] of Collaboration Product(s) sold under GSK's trademark(s) by members of Neurocrine's [***] field sales force where such field sales force members are [***] and otherwise subject to and in accordance with the provisions of this Section 6.3. Subject to the provisions of this Section 6.3, Neurocrine will have an option to Co-commercialize all Collaboration Products [***] (the "Co-Commercialization Option"). Neurocrine may only exercise the Co-Commercialization Option if [***] hereunder, and thereafter, [***] has or will have the [***] and the [***] and [***]. Subject to the foregoing, and notwithstanding that such Co-Commercialization Option [***], such Option can only be, and must be, exercised during the period beginning on the [***] and ending on the [***]. Neurocrine shall then be entitled to provide up to [***] field sales force representatives in the Co-Commercialization of all Collaboration Products. Before commencing Co-Commercialization, [***] shall be entitled to [***] field force representatives first [***]. Thereafter, such Neurocrine field force representatives shall at all times carry out their Co-Commercialization activities (i) under the [***] and (ii) [***]. [***] for Co-Commercialization activities on a [***] basis [***] and the [***] with the [***] of the particular [***] and provided always that the [***] hereunder shall [***] for such [***]. For the avoidance of doubt, [***]. The Parties hereby acknowledge that the foregoing principles may need to be further set out in detail at the time the Co-Commercialization Option is exercised by Neurocrine (and so long as any such new detailed terms do not deviate in any way from such principles).