Co-Commercialization Option Clause Samples
The Co-Commercialization Option clause grants one or both parties the right to jointly market, sell, or distribute a product or service. In practice, this clause outlines the conditions under which the parties may elect to collaborate on commercialization efforts, such as sharing costs, revenues, and responsibilities for sales and marketing activities. Its core function is to provide a structured mechanism for joint commercialization, enabling both parties to leverage each other's strengths and resources while clearly defining their respective roles and financial interests.
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Co-Commercialization Option. (a) Subject to Articles 4.14, 4.15 and 4.16, in partial consideration for Threshold’s paying its share in the joint Development of the Licensed Product, Merck grants to Threshold an exclusive option to Co-commercialize all, but not less than all, Licensed Product in the Co-commercialization Territory (the “Co-commercialization Option”). [* * *]. For purposes of this Article, the “Notice Period” shall be [* * *] after Licensor’s receipt of notice from Merck of the occurrence of [* * *].
(b) Unless the Parties mutually agree otherwise, before [* * *], the Parties shall negotiate and agree upon the Co-commercialization Agreement consistent with, and incorporating the terms of the Co-commercialization Term Sheet, which Co-commercialization Agreement shall come into force upon exercise of the Co-commercialization Option. The Co-commercialization Term Sheet shall be binding and govern in the event that the Parties fail to agree on a specific matter.
(c) If the Parties fail to mutually agree upon a Co-commercialization Agreement consistent with, and incorporating the terms of the Co-commercialization Term Sheet, pursuant to Article 7.5(b) of this Agreement before [* * *], the Parties shall submit to binding arbitration subject to the terms set forth herein, unless otherwise agreed by the Parties. Whenever a Party decides to institute arbitration proceedings to resolve such failure to agree upon a Co-commercialization Agreement, it shall give written notice to that effect to the other Party. [* * *].
(d) Within [* * *] from Threshold’s exercise of its Co-commercialization Option, a Joint Commercialization Committee as further set forth in Article 3.9 (with its responsibilities set forth in the Co-commercialization Termsheet) and the Co-commercialization Agreement for the coordination of the Co-promotion activities in the Co-commercialization Territory shall be established.
(e) In case of Co-commercialization of the Licensed Product in the Co-commercialization Territory, Threshold shall not receive royalties for sales of the Licensed Product in the Co-commercialization Territory but instead the Parties shall operate a Co-Commercialization Result Sharing as further set forth in the Co-commercialization Term Sheet. [* * *].
(f) If Threshold fails to exercise its Co-commercialization Option within the Option Period, the Co-commercialization Option shall cease.
Co-Commercialization Option. If CytomX exercises its Cost Share Option pursuant to Section 6.6 with respect to any Product, CytomX shall have the right to elect to co-Commercialize (including co-promote) such Product (such Cost Share Product, a “Co-Co Product”) in the United States, exercisable upon written notice provided to Astellas no later than [***] prior to the anticipated FDA acceptance for filing of a BLA for such Product in accordance with the Development Plan (the “Co-Commercialization Option”), pursuant to the terms of a written commercialization agreement to be negotiated in good faith between the Parties promptly following [***] exercise by CytomX of its Co-Commercialization Option (the “Commercialization Agreement”). The Commercialization Agreement shall include terms consistent with the provisions set forth on Exhibit D and such other terms as are customary and reasonable in agreements of that type (the “Required Terms”). [***]. If the Parties are unable to agree on the terms of the Commercialization Agreement within [***] months following the date of exercise of the Co-Commercialization Option, then [***].
Co-Commercialization Option. For each of the United States and China, subject to Section 5.2.4(b) (Co-Commercialization Agreement), Denali shall have an option (“Co-Commercialization Option”) to elect to provide between [***] and [***] of the Detailing efforts and MSL Activities for each CNS Product in the relevant country for Indications [***] (such percentage range, the “Denali Activities Range”), such activities, collectively, the “Co‑Commercialization Activities” and either such country, once elected, is part of the “Co‑Commercialization Territory” and is a “Co-Commercialization Country” and for so long as the Parties are engaged in Co-Commercialization Activities with respect to such CNS Product in such Co-Commercialization Country, such CNS Product is a “Co-Commercialization Product”). For purposes of the preceding sentence, any efforts with respect to electronic contacts by means of information technology (e.g., videoconferencing) by or on behalf of either Party shall not be considered in determining the percentage of Detailing efforts and MSL Activities provided by Denali. Denali may exercise the Co-Commercialization Option for each such CNS Product in each such country (on a country-by-country and CNS Product-by-CNS Product basis) by (a) providing written notice to Sanofi no later than [***] before the anticipated Commercial launch of the applicable CNS Product in such country; and (b) reasonably demonstrating to Sanofi that Denali has, or will have on a timely basis, resources in place sufficient to perform Denali’s share of the Co-Commercialization Activities for such CNS Product in such country.
Co-Commercialization Option. During the Agreement Term, Bayer will have an option (each, an “Option”) to enter into a worldwide, co-exclusive (with CRISPR), co-development, and co-commercialization agreement (the “Co-Commercialization Agreement”) for two of the following: (i) [***] Products that is Developed that is primarily intended to treat a disease or condition in the Ophthalmology Field, (ii) [***] Products that is Developed that is primarily intended to treat a disease or condition in the Autoimmune Field, and/or (iii) [***] Products that is Developed that is primarily intended to treat a disease or condition in the Hematology A Field (each of the [***] Products described in Section 2.6.1(i), Section 2.6.1(ii) and Section 2.6.1(iii) are an “Eligible Product” and are collectively referred to as the “Eligible Products”), which Option may be exercised by Bayer providing written notice of such exercise to CRISPR as described in Section 2.6.5 and, if such exercise is the first exercise, payment of the amount due under Section 3.1 in connection with such first exercise. For clarity, once Bayer has exercised an Option with respect to an Eligible Product in a particular Field, Bayer may not subsequently exercise its remaining Option for an Eligible Product in the same Field (an “Ineligible Field”). For example, if Bayer exercises an Option for an Eligible Product in the Ophthalmology Field, then Bayer will have one remaining Option that Bayer may exercise for an Eligible Product in the Autoimmune Field or the Hematology A Field, and the Ophthalmology Field will be an Ineligible Field. For the avoidance of doubt, (A) Bayer may only exercise an Option with respect to an Eligible Product and (B) each Eligible Product for which Bayer has exercised its Option may be subject to a separate Co-Commercialization Agreement.
Co-Commercialization Option