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. Upon ROCHE’s decision to file an application for Regulatory Approval in the United States of a Licensed Product for any Indication other than rheumatoid arthritis (which decision is expected to occur at least [***] ([***]) [***] prior to filing any such application) (such decision, the “Commercialization Decision”), ROCHE shall notify SYNTA in writing within twenty (20) Business Days thereof. For clarity, such obligation of ROCHE to notify SYNTA of any Commercialization Decision shall apply to all Licensed Products with respect to which the Commercialization Decision is made. On a Licensed Product-by-Licensed Product basis, SYNTA shall have the right to participate in the Co-promotion of any Licensed Product in the United States for the applicable Indication (the “Co-promotion Option”). SYNTA may exercise its Co-promotion Option by providing written notice to ROCHE within [***] ([***]) [***] after receipt of ROCHE’s Commercialization Decision notice, in which event the minimum terms set forth on Schedule 5.3 shall apply. If SYNTA does not exercise its Co-promotion Option within such [***] ([***]) [***] period, then SYNTA shall have no further right to elect to participate in the Co-promotion of such Licensed Product in the United States for the applicable Indication; provided, however, that the Co-promotion Option shall continue to apply to any and all subsequent Licensed Products, and the failure of SYNTA to exercise its Co-promotion Option with respect to any Licensed Product for any Indication shall not prevent or waive SYNTA’s right to exercise its Co-promotion Option with respect to such Licensed Product for any other Indication or with respect to any other Licensed Product. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Co-Promotion. Thera Europe or any of its Affiliates shall have the exclusive option, exercisable at any time after an applicable Marketing Authorisation of the Initial Product is obtained, to co-promote with Xxxxxx (or, if applicable, its approved Affiliates, sublicensees or distributors) a Product in one or more Countries (the “Co-Promoted Product”). If Thera Europe desires to exercise its option with respect to the Co-Promoted Product in the UK, France and/or Germany, Thera Europe shall notify Xxxxxx in writing at least [REDACTED: Term] prior to the date on which it intends to begin such co-promotion of the Co-Promoted Product and Xxxxxx agrees that upon the expiry of such time period the licenses granted hereunder shall become sole to the extent necessary to allow Thera Europe to so co-promote the Co-Promoted Product during the Co-Promotion Period (as hereinafter defined) in such Countries. In any Country other than the UK, France and/or Germany (where the UK, France and Germany shall be the “Excluded Countries”) in which Thera Europe desires to exercise its option to co-promote a Co-Promoted Product, Thera Europe shall notify Xxxxxx in writing at least [REDACTED: Term] prior to the date on which it intends to begin the co-promotion of the Co-Promoted Product in such Country other than the Excluded Countries and with such notice shall provide its proposed co-promotion strategy therein. In any Country other than an Excluded Country, the Parties will use Commercially Reasonable Efforts to finalise a co-promotion strategy within such [REDACTED: Term] period prior to the date on which Thera Europe intends to begin the co-promotion of the Co-Promoted Product in such Country. Xxxxxx agrees that upon the expiry of such [REDACTED: Term] period and during the Co-Promotion Period (as hereinafter defined) in any Country the licenses granted hereunder shall become sole to the extent necessary to allow Thera Europe to so co-promote the Co-Promoted Product in such Country. The foregoing option to co-promote in a Country or any of them may be exercised more than once throughout the Term (with each period during which Thera Europe is co-promoting the Co-Promoted Product in a Country being referred to as a “Co-Promotion Period”) provided that Thera Europe shall notify Xxxxxx in writing at least [REDACTED: Term] prior to the date on which it either intends to begin the co-promotion of the Co-Promoted Product or [REDACTED: Term] written notice to Xxxxxx to cease the same. During a Co-P...

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. 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. 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. 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. 5.2.4.1 Both Parties shall have the right to Promote the Products for sale in the Territory. All materials created or used for the Promotion of the Products, in any media, including all written, graphic, [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 18 -------------------------------------------------------------------------------- electronic, audio and video pieces and including journal advertisements, direct mail, direct to consumer advertising, internet postings and web sites, broadcast advertisements and giveaway items such as pens, cups, note pads and the like, and all Product packaging and labeling, are referred to as the "PROMOTIONAL MATERIALS." 5.2.4.2 Each Commercialization Plan shall allocate responsibility between the Parties for the development, creation and distribution of the Promotional Materials. The final forms of all Promotional Materials shall require the mutual approval of both Parties prior to their distribution or use. Advancis shall have responsibility for and sole control over any filings required to be made with the FDA in connection with the Promotional Materials and the Parties' Commercialization activities. In their Promotion of the Products, the Parties shall only utilize the Promotional Materials and shall not use promotional materials relating to any other product. Promotional Materials shall be allocated to each Party according to each Party's Detailing Requirements for the applicable period or as otherwise provided in the applicable Commercialization Plan. 5.2.4.3 All Commercialization activities conducted by the Parties shall be consistent with the Promotional Materials so approved and the then-current Commercialization Plan. 5.2.4.4 Advancis shall own all copyrights in the Promotional Materials. Par hereby assigns all right, title and interest in and to all copyrights in the Promotional Materials to Advancis. Par shall execute whatever reasonable additional documents Advancis deems necessary or appropriate to vest in Advancis such rights in and to the copyrights in Promotional Materials it creates or commissions. Par shall cause any third party engaged by Par to create, in whole or in part, any Promotional Materials to execute whatever assignments and other documents Advancis deems necessary or appropriat...

Co-Promotion. (a) LGLS shall have the option, exercisable on notice to GS prior to *****, 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. Such co-promotion agreement shall provide, inter alia, that *****. (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.