Common use of Co-Commercialization Option Clause in Contracts

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. For each Licensed Product containing or consisting of a Co-Development Compound for which PTI has successfully complied with its co-Development obligations (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 a “Co-Developed Licensed Product”) and has not exercised the Phase II PTI Co-Development Termination Option as provided in Section 5.3, Merck grants to Threshold PTI will also have an exclusive option to co-Commercialize such Co-commercialize all, but not less than all, Developed Licensed Product in the Co-commercialization Territory United States with Biogen Idec (the “Co-commercialization Commercialization Option”). [* * *]. For purposes of this Article, which will include the “Notice Period” shall be [* * *] activities undertaken before and after Licensor’s receipt of notice from Merck of Regulatory Approval that relate to the occurrence of [* * *]. (b) Unless the Parties mutually agree otherwisemarketing, before [* * *]promoting, the Parties shall negotiate and agree upon the Co-commercialization Agreement consistent withdistributing, offering for sale, and incorporating the terms selling of the Co-commercialization Term Sheet, which Developed Licensed Product. Biogen Idec will prepare and present to PTI a draft Co-commercialization Agreement shall come into force upon Commercialization Plan for each Co-Developed Licensed Product within [***] after the date of receipt of the final report for the first Phase III Trial for such Co-Developed Licensed Product that is designed to support Regulatory Approval in the United States. To exercise its Co-Commercialization Option with respect to a particular Co-Developed Licensed Product, PTI will notify Biogen Idec in writing no earlier than the date of receipt of such final report and no later than [***] after such date (or, if later, [***] following PTI’s receipt of the draft Co-Commercialization Plan for such Co-Developed Licensed Product). Each such Co-Developed Licensed Product for which PTI exercises the Co-commercialization Option. The Commercialization Option shall be referred to as a “Co-commercialization Term Sheet shall be binding and govern in the event that the Parties fail to agree on a specific matter. (c) Commercialized Product”. 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 PTI so notifies Biogen Idec within such [* * *]**] period, the Parties shall submit to binding arbitration subject to will negotiate in good faith and enter into as soon as reasonably possible a separate co-Commercialization agreement covering the Parties’ respective rights and obligations for such co-Commercialization that includes the terms set forth hereinon Exhibit F. If, unless otherwise agreed by the Parties. Whenever a Party decides with regard to institute arbitration proceedings to resolve such failure to agree upon a Co-commercialization Agreement, it shall give written Developed Licensed Product either (i) PTI fails to provide notice to that effect to the other Party. [* * *]. (d) Within [* * *] from Threshold’s exercise Biogen Idec 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 intention to exercise its Co-commercialization Commercialization Option within the Option Periodaforementioned [***] period, or (ii) prior to the expiration of such [***] period, PTI provides notice to Biogen Idec that it does not intend to exercise its Co-commercialization Option shall ceaseCommercialization Option, then PTI will have no further right to co-Commercialize such Co-Developed Licensed Product. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Co-Commercialization Option. For each Licensed Product containing or consisting of a Co-Development Compound for which PTI has successfully complied with its co-Development obligations (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 a “Co-Developed Licensed Product”) and has not exercised the Phase II PTI Co-Development Termination Option as provided in Section 5.3, Merck grants to Threshold PTI will also have an exclusive option to co-Commercialize such Co-commercialize all, but not less than all, Developed Licensed Product in the Co-commercialization Territory United States with Biogen Idec (the “Co-commercialization Commercialization Option”). [* * *]. For purposes of this Article, which will include the “Notice Period” shall be [* * *] activities undertaken before and after Licensor’s receipt of notice from Merck of Regulatory Approval that relate to the occurrence of [* * *]. (b) Unless the Parties mutually agree otherwisemarketing, before [* * *]promoting, the Parties shall negotiate and agree upon the Co-commercialization Agreement consistent withdistributing, offering for sale, and incorporating the terms selling of the Co-commercialization Term Sheet, which Developed Licensed Product. Biogen Idec will prepare and present to PTI a draft Co-commercialization Agreement shall come into force upon Commercialization Plan for each Co-Developed Licensed Product within [***] after the date of receipt of the final report for the first Phase III Trial for such Co-Developed Licensed Product that is designed to support Regulatory Approval in the United States. To exercise its Co-Commercialization Option with respect to a particular Co-Developed Licensed Product, PTI will notify Biogen Idec in writing no earlier than the date of receipt of such final report and no later than [***] after such date (or, if later, [***] following PTI’s receipt of the draft Co-Commercialization Plan for such Co-Developed Licensed Product). Each such Co-Developed Licensed Product for which PTI exercises the Co-commercialization Option. The Commercialization Option shall be referred to as a “Co-commercialization Term Sheet shall be binding and govern in the event that the Parties fail to agree on a specific matter. (c) Commercialized Product”. 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 PTI so notifies Biogen Idec within such [* * *]**] period, the Parties shall submit to binding arbitration subject to will negotiate in good faith and enter into as soon as reasonably possible a separate co-Commercialization agreement covering the Parties’ respective rights and obligations for such co-Commercialization that includes the terms set forth hereinon Exhibit F. If, unless otherwise agreed by the Parties. Whenever a Party decides with regard to institute arbitration proceedings to resolve such failure to agree upon a Co-commercialization Agreement, it shall give written Developed Licensed Product either (i) PTI fails to provide notice to that effect to the other Party. [* * *]. (d) Within [* * *] from Threshold’s exercise Biogen Idec 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 intention to exercise its Co-commercialization Commercialization Option within the Option Periodaforementioned [***] period, or (ii) prior to the expiration of such [***] period, PTI provides notice to Biogen Idec that it does not intend to exercise its Co-commercialization Option shall cease.Commercialization Option, then PTI will have no further right to co-Commercialize such Co-Developed Licensed Product. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Execution Version