Co-Promotion Sample Clauses

Co-Promotion. With respect to each Collaboration Product, the Parties shall enter into an agreement that sets forth the terms of the Parties’ Co-Promotion of such Collaboration Products in the Collaboration Territory no later than [**] prior to the anticipated First Commercial Sale of such Collaboration Product in the Collaboration Territory, such terms to be consistent with the high-level terms and principles set forth in this Section 7.6 (each such agreement, a “Co-Promotion Agreement”). The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant to the terms and conditions of this Agreement and the applicable Co-Promotion Agreement, provided that Verve shall book all sales of Collaboration Products in the Collaboration Territory. Any Co-Promotion Agreement entered into by the Parties pursuant to this Section 7.6 will set forth the terms under which Beam will engage in the Co-Promotion of such Collaboration Product with Verve to primary care physicians, specialists, and other agreed target customers or stakeholders in the Collaboration Territory. Each Party will provide fifty percent (50%) of the promotional effort required to promote the Collaboration Product in the Collaboration Territory at launch and throughout Commercialization in this Agreement and the allocation of the promotional effort between the Parties will be made on an equitable basis as to both the quality and quantity of the activities to be undertaken, including the identity of target prescribers and the nature of the Details. Costs incurred by the Parties for Co-Promotion activities under the Co-Promotion Agreement shall be Shared Commercialization Costs unless otherwise mutually agreed by the Parties and expressly set forth in the Co-Promotion Agreement. For clarity, the applicable Co-Promotion Agreement shall automatically be terminated on the applicable Opt-Out Date in the event Beam exercises a Beam Opt-Out Option or Verve exercises a Verve Opt-Out Option with respect to a particular Collaboration Product.

Co-Promotion. In the Shared Territory, Medivation shall have an option (the “Co-Promotion Option”) to participate with Astellas in detailing and promoting (but not selling) each Product to Prescribers, on the terms and conditions set forth in this Section 6.9. Such Co-Promotion Option may be exercised by Medivation, on a Product-by-Product basis, [*] in the Shared Territory. If Medivation exercises such option, Medivation shall have the right to provide up to [*], and the obligation to provide at least [*], of the Promotion Effort for each Product in the Shared Territory, with the exact percentage within such range (the “Medivation Promotional Share”) to be determined by Medivation in accordance with the remainder of this Section 6.9(a). Medivation shall initially specify the level of Medivation Promotional Share (which level shall be in accordance with the previous sentence) when it exercises the Co-Promotion Option. Unless otherwise approved by the JCC, such level of Medivation Promotional Share shall remain in effect for the balance of the calendar year in which the First Commercial Sale of the Product in the Shared Territory occurs, and the first full calendar year thereafter. Commencing with the second full calendar year following the First Commercial Sale of the Product in the Shared Territory, and annually thereafter, Medivation may change the level of Medivation Promotional Share with respect to such Product, upon no less than [*] notice to the JCC, provided that the Medivation Promotional Share for any calendar year may not vary by more than [*] from the Medivation Promotional Share from the prior year and must remain within the range set forth above. Changes in the level of Medivation Promotional Share may also occur at any other time, and in any other amount, with the prior approval of the JCC.

Co-Promotion. NewLink shall have the right to elect to Co-Promote each Licensed Product or Subsequent Product in each Indication in the Co-Promotion Territory (the “Co-Promotion Option”) as set forth in this Section 6.4. (a) Approximately [*] for a Licensed Product or Subsequent Product in a particular Indication with the FDA, Genentech will notify NewLink of [*]”). NewLink may exercise its option to Co-Promote such Licensed Product or Subsequent Product for such Indication in the Co-Promotion Territory by written notice to Genentech no later than [*] after the receipt of the Genentech Estimate for such Licensed Product or Subsequent Product and Indication. For clarity, NewLink shall have [*] under the Co-Promotion Option of this Section 6.4, for [*] for a [*]. (b) If NewLink exercises its Co-Promotion Option for a Licensed Product or Subsequent Product and Indication, unless NewLink terminates the Co-Promotion in accordance with Section 6.4(c) below, NewLink shall have the right to provide [*] percent ([*]%) of the total sales representatives, with [*] of [*] sales representatives in the Co-Promotion Territory as its Co-Promotion efforts for such Licensed Product or Subsequent Product and Indication (the “NewLink Co-Promotion Effort”). NewLink shall inform Genentech of its desired initial NewLink Co-Promotion Efforts concurrent with its written notification to exercise its Co-Promotion Option for such Licensed Product or Subsequent Product and Indication. Following [*] of NewLink Co-Promotion Effort, NewLink [*] the NewLink Co-Promotion Efforts from [*] set forth above upon [*] written notification to Genentech. (c) Subject to the remainder of this Section 6.4, if NewLink exercises its Co-Promotion Option for a Licensed Product or Subsequent Product and Indication, it shall have the right to continue to Co-Promote such Licensed Product or Subsequent Product and Indication for as long as the Licensed Product or Subsequent Product is being marketed in the Co-Promotion Territory for such Indication. NewLink shall have the right to relinquish its Co-Promotion rights for such Licensed Product or Subsequent Product and Indication with [*] written notice to Genentech, in which case the Parties shall reasonably cooperate to transition to Genentech, upon the effectiveness of such relinquishment all of NewLink’s Co-Promotion activities with respect to such Licensed Product or Subsequent Product and Indication so as to minimize disruption to sales activity. Upon such effective da...

Co-Promotion. Subject to Section 5.9, AstraZeneca and its Affiliates shall have the right, in their sole discretion, to co-promote the Products with any other person or entity, or to appoint one or more Third Parties to promote the Products without AstraZeneca in all or any part of the Territory, provided however that the foregoing shall not adversely impact FibroGen’s right to co-promote the Product as described under this Agreement.

Co-Promotion. In the event GPC determines to directly market Covered Products in the United States itself rather than licensing such Covered Products to a Third Party for commercialization, GPC shall notify NEOTHERAPEUTICS in writing reasonably in advance of the commencement of commercialization of any such Covered Product. If, within ten (10) days after receipt of such notice from GPC, NEOTHERAPEUTICS indicates in writing to GPC that it desires to co-promote such Covered Product with GPC, the Parties shall negotiate in good faith the terms of such co-promotion of such Covered Product. If GPC proposes to enter into an agreement with a Third Party that includes a grant of rights to such Third Party to market a Covered Product in the United States, GPC shall use commercially reasonable efforts to obtain co-promotion rights in the United States with such Third Party that include NEOTHERAPEUTICS.

Co-Promotion. Subject to the terms of this Agreement, the Parties shall Co-Promote Products in the US Territory co-exclusively with each other as provided in this Agreement.

Co-Promotion. If Acucela exercises an Opt-In Right under Section 3.1, the Parties shall Co-Promote the Licensed Product for the Initial Indication in the Initial Formulation in the Territory in accordance with the Commercialization Plan and the Co-Promotion Agreement. In addition, if Acucela exercises the opt-in right to co-Develop and Co-Promote an Other Indication Product in accordance with Section 3.2(b) or a New Formulation in accordance with Section 3.3(b), the Parties shall Co-Promote such Other Indication Product and/or New Formulation in the Territory in accordance with the applicable Commercialization Plan and the Co-Promotion Agreement. In such case(s), Acucela and Otsuka shall use Commercially Reasonable Efforts to carry out each of their respective responsibilities under each Commercialization Plan and under the Co-Promotion Agreement, and the terms of this Section 5.4 shall apply.

Co-Promotion. Notwithstanding Section 2.6 above, Astellas may use co-promotion partners in connection with the Commercialization of Products in the Territory, [**]. Astellas may extend all rights under this Agreement to such partner [**] to Commercialize Products through or with such partner, in which case such partners shall abide by the applicable terms and conditions of this Agreement.

Co-Promotion. (a) LGLS shall have the option, exercisable on notice to GS prior to July 1, 2007, to co-promote Product in the Territory commencing on January 1, 2008. If LGLS timely exercises this option, the Parties shall promptly and in good faith negotiate a co-promotion agreement which establishes their respective rights and obligations, which agreement shall become effective on January 1, 2008. [***]. (b) If LGLS exercises its option pursuant to subsection (a), above, all GS royalty obligations under Section 10.4, below, shall terminate with respect to Product sales occurring on or after January 1, 2008, but GS’s obligations under Section 10.2 shall remain in full force and effect.

Co-Promotion. 5.3.1 POZEN may co-promote any Licensed Product in the Territory in the event that: (a) the Parties mutually agree (i) that such co-promotion would benefit the promotion of such Licensed Product and (ii) to terms for a co-promotion agreement; or (b) POZEN reasonably demonstrates that greater sales efforts are required to realize the market potential of such Licensed Product and POZEN [***] associated with its co-promotion efforts (with Xcel agreeing that it will not [***]). 5.3.2 If Section 5.3.1(b) above is applicable, then, for a period of 60 days thereafter, the Parties will negotiate in good faith a co-promotion agreement governing the co-promotion of the applicable Licensed Product by POZEN in the Territory (with the intent that such agreement will contain terms and conditions customary for a co-promotion agreement in the pharmaceutical industry, as well as providing for a co-promotion role for POZEN in the marketing and promotion of the applicable Licensed Product commensurate with [***] and in accordance with the Marketing Plan then in effect, although Xcel will set the sales price, [***], and book all sales revenue). If the Parties are unable to agree on all terms of such a co-promotion agreement with respect to the applicable Licensed Product prior to expiration of such 60-day period, then either Party may invoke and proceed in accordance with the dispute resolution procedure set forth in Exhibit F attached hereto. 5.3.3 If Xcel desires to enter into a co-promotion arrangement for a Licensed Product with a Third Party, subject to the terms set forth in Section 5.3.4 below, then Xcel will notify POZEN of such desire and will accompany such notice with a description of the intended role for such Third Party (including a description of related requirements such as the number and territory of sales representatives and the number, frequency and positioning of details). If POZEN desires to perform such co-promotion arrangement, it will notify Xcel in writing within 30 days after receipt of the corresponding notice from Xcel. In the event that POZEN is able to provide the resources that Xcel is seeking for the performance of the requirements identified by Xcel, promptly thereafter the Parties will negotiate, for a period of 60 days, a co-promotion agreement governing the co-promotion of the applicable Licensed Product by POZEN in the Territory (with the intent that such agreement will provide for a co-promotion role for POZEN in the marketing and promoti...