Common use of Co-Commercialization Plan Clause in Contracts

Co-Commercialization Plan. At an appropriate time to be agreed by the JCC (but in any event [***] months prior to commercial launch of the applicable Co-Exploited Product in the United States), the JCC shall agree upon the initial joint plan and budget for Commercialization of such Co-Exploited Product for the United States (the “Co-Commercialization Plan”), with the goal that each Party’s participation in the Commercialization of Co-Exploited Product for the United States shall, to the extent practicable, be substantially equal on an ongoing basis, provided that a Party shall not be assigned a particular Commercialization activity or responsibility unless it has or reasonably can, in a timely manner, obtain, create, or add the capacity and capability to undertake such activity or responsibility. The Co-Commercialization Plan may be amended or updated from time to time by the JCC, including any amendments or updates to any anticipated timelines or to the then-current budget. The Co-Commercialization Plan shall encompass the planned Commercialization strategy in the United States for the Co-Exploited Product and shall set forth the corresponding budget of Shared Commercialization Costs, anticipated timelines, Commercialization activities to be performed by each Party, commercial supply forecasts, and the other matters described below. The initial Co-Commercialization Plan shall include the budgeted Shared Commercialization Costs for pre-launch Commercialization activities in the United States and for Commercialization activities through at least [***] Calendar [***] after the First Commercial Sale of the Co-Exploited Product in the United States. Thereafter, the Co-Commercialization Plan shall be updated by the JCC on an annual basis. The Co-Commercialization Plan shall contain at a minimum, solely in regards to the United States, the following (unless otherwise mutually agreed by the Parties):

Co-Commercialization Plan. At an appropriate time to be agreed by In the JCC (but in any event [***] months prior to commercial launch of that ARQULE exercises the applicable Co-Exploited Product in Commercialization Option, within * (*) days after the United States)Initiation of a Phase 3 Clinical Trial with respect to each Licensed Product, the JCC shall agree upon the initial joint plan and budget for Commercialization of such DS shall, with advance input from ARQULE, prepare a Co-Exploited Product for the United States Commercialization plan (the “Co-Commercialization Plan”), with the goal that ) for each Party’s participation in the Commercialization of Co-Exploited Commercialized Licensed Product for the United States shallCo-Commercialization Territory which shall include, to the extent practicable, be substantially equal on an ongoing basis, provided that a Party shall but not be assigned limited to, (a) demographics and market dynamics, market strategies, and estimated launch date of such Co-Commercialized Licensed Product in the Co Commercialization Territory, (b) a particular sales and expense forecast (including at least five (5) years of estimated sales and expenses), manufacturing plans and targeted label claims for such Co-Commercialized Licensed Product in the Co-Commercialization activity or responsibility unless it has or reasonably canTerritory, (c) a marketing plan (including five (5) year advertising and Detailing forecasts and Pricing strategies) for such Co-Commercialized Licensed Product in the Co-Commercialization Territory, (d) a timely mannerfive (5) year budget for such Co-Commercialized Licensed Product for the Co-Commercialization Territory, obtainand (e) sales force strategy, createtraining plans, or add the capacity territorial divisions and capability to undertake allocation of targeted audience. DS shall submit such activity or responsibility. The Co-Commercialization Plan may be amended or updated from time to time by the JCC, including any amendments or updates to any anticipated timelines or to the thenUSJCC for review and approval within * (*) Business Days after it is prepared. USJCC members shall use reasonable efforts to reach agreement on any such Co-current budgetCommercialization Plan. The In the event that, despite reasonable efforts, agreement on a Co-Commercialization Plan shall encompass cannot be reached by the planned Commercialization strategy in USJCC within * (*) Business Days after the United States for the USJCC first meets to review and approve such Co-Exploited Product and Commercialization Plan, then DS shall set forth have the corresponding budget of Shared Commercialization Costs, anticipated timelines, Commercialization activities right to be performed by each Party, commercial supply forecasts, and make the other matters described below. The initial final decision on whether to approve such Co-Commercialization Plan but shall include the budgeted Shared Commercialization Costs for pre-launch Commercialization activities only exercise such right in the United States and for Commercialization activities through at least [***] Calendar [***] good faith after the First Commercial Sale full consideration of the Co-Exploited Product in the United Statespositions of both Parties. Thereafter, the The Co-Commercialization Plan shall be updated by the JCC on an annual basisDS, with advance input from ARQULE, not less than annually. The Each amendment or modification of each Co-Commercialization Plan for each Licensed Product that is prepared by DS with advance input from ARQULE shall contain at a minimum, solely in regards be submitted to the United StatesUSJCC for its review and approval within * (*) Business Days after it is prepared. USJCC members shall use reasonable efforts to reach agreement on any such amendment or modification to the Co-Commercialization Plan. In the event that, despite reasonable efforts, agreement on an amendment or modification to the following (unless otherwise mutually agreed Co-Commercialization Plan cannot be reached by the USJCC within * (*) Business Days after the USJCC first meets to review and approve such amendment or modification, then DS shall have the right to make the final decision on whether to approve such amendment or modification but shall only exercise such right in good faith after full consideration of the positions of both Parties):.

Co-Commercialization Plan. At an appropriate time to be agreed As soon as practicable following the exercise by the JCC (but in any event [***] months prior to commercial launch ARQULE of the applicable a Co-Exploited Product in the United States)Commercialization Option, the JCC USJMC shall agree upon the initial joint prepare a co-commercialization plan and budget for Commercialization of such Co-Exploited Product for the United States (the “Co-Commercialization Plan”), with the goal that ) for each Party’s participation in the Commercialization of Co-Exploited Commercialized Licensed Product for the United States shallCo-Commercialization Territory which shall include, to the extent practicable, be substantially equal on an ongoing basis, provided that a Party shall but not be assigned limited to, (a) demographics and market dynamics, market strategies, and estimated launch date of such Co-Commercialized Licensed Product in the Co-Commercialization Territory, (b) a particular sales and expense forecast (including at least five (5) years of estimated sales and expenses), manufacturing plans and targeted label claims for such Co-Commercialized Licensed Product in the Co-Commercialization activity or responsibility unless it has or reasonably canTerritory, (c) a marketing plan (including five (5) year advertising and Detailing forecasts and Pricing strategies) for such Co-Commercialized Licensed Product in the Co-Commercialization Territory, (d) a timely mannerfive (5) year budget for such Co-Commercialized Licensed Product for the Co-Commercialization Territory, obtainand (e) sales force strategy, createtraining plans, or add the capacity territorial divisions and capability to undertake such activity or responsibilityallocation of targeted audience. The USJMC shall use reasonable commercial efforts to prepare such Co-Commercialization Plan may be amended or updated from time to time by the JCC, including any amendments or updates to any anticipated timelines or to the then-current budget. The within * (*) days after ARQULE’s exercise of its Co-Commercialization Plan shall encompass the planned Commercialization strategy in the United States for the Co-Exploited Product and shall set forth the corresponding budget of Shared Commercialization Costs, anticipated timelines, Commercialization activities to be performed by each Party, commercial supply forecasts, and the other matters described belowOption. The initial Co-Commercialization Plan shall include the budgeted Shared Commercialization Costs for pre-launch Commercialization activities in the United States and for Commercialization activities through at least [***] Calendar [***] after the First Commercial Sale of the Co-Exploited Product in the United States. Thereafter, the Co-Commercialization Plan shall be updated by the JCC on an annual basisUSJMC not less than annually. The Co-Commercialization Plan and annual written updates thereto shall contain at a minimum, solely in regards to the United States, the following (unless otherwise mutually agreed be approved by the Parties):USJMC by a date to be established by the USJMC taking into account DS’s and ARQULE’s annual budget planning calendars, but no later than December 31 of each Calendar Year.