Co-Promotion Agreement. Notwithstanding the existence of a Lead Commercialization Party for a territory and in addition to the commercialization agreement described in Section 8.4, the Parties may utilize sales representatives employed by both of the Parties to co-promote Collaboration Products in a territory pursuant to a co-promotion agreement the terms of which shall be consistent with the applicable provisions of this Agreement and shall include customary provisions relating to co-promotion, including, among others, performance metrics, sales force compensation strategies, division of the applicable territory between the Parties’ respective sales forces, sales force training and compliance with Applicable Laws. In any event, the Lead Commercialization Party in a territory shall be entitled to employ, at least, [ * ] of such co-promotion force in such territory. The Parties shall determine whether they wish to co-promote in a particular territory and negotiate and enter into a co-promotion agreement for such territory, at least, [ * ] prior to the anticipated commercial launch of the Collaboration Product in such territory.
Co-Promotion Agreement. Promptly after FivePrime initiates a Co-Promotion Term for a Product in the United States, HGS and FivePrime shall commence negotiations in good faith and enter into a co-promotion agreement (the “Co-Promotion Agreement”) for such Product that shall be in accordance with the terms and conditions of this Agreement (including this Section 7.2). The Parties shall use Commercially Reasonable Efforts to enter into and execute the Co-Promotion Agreement for a particular Product within *** months following FivePrime’s initiation of the Co-Promotion Term for each Product under Section 7.2(a). The Co-Promotion Agreement shall set forth the budgets mutually agreed upon by the Parties for Marketing/Medical Affairs Costs and Sales Costs applicable to Section 7.2(e) which budgets shall be consistent with the estimated budgets provided by HGS to FivePrime at the time of notification pursuant to Section 7.2(a) unless the Parties otherwise agree in writing.
Co-Promotion Agreement. The Parties shall, upon formation of the JCC, enter into good faith negotiations to conclude a separate co-promotion agreement within * days of formation of the JCC, which shall outline in more detail the overall framework for the Co-Promotion activities of the Parties with respect thereto, including the roles and responsibilities of each Party, and which shall be consistent with the terms and conditions described in this Section 5.4 and shall contain other, mutually agreed, customary and commercially reasonable terms, including provisions relating to ethics and compliance, recordkeeping, reporting and auditing, and performance metrics (which in each case shall be consistent with the Commercialization Plan) and remedies, including remedies for failure to provide PDEs (the “Co-Promotion Agreement”).
Co-Promotion Agreement. Promptly following GSK’s receipt of the Co-Promotion Commencement Date Notice from XenoPort in accordance with Section 5.2(a), for the purposes of permitting GSK to comply with its obligations under Applicable Law, GSK and XenoPort shall enter into a co-promotion agreement setting out such obligations of XenoPort, including with respect to the activities of its Sales Representatives, in the Co-Promotion and Detailing of the Product and containing terms substantially similar to the terms set out on Exhibit 5 and which is consistent with the terms and conditions of this Agreement (“Co-Promotion Agreement”). Notwithstanding the foregoing, the obligations imposed on XenoPort, including with respect to the activities of its Sales Representatives, in the Co-Promotion and Detailing of the Product, including the terms of the Co-Promotion Agreement to be executed by GSK and XenoPort as provided in this Section 5.5, shall be [… * …]. It is understood that XenoPort may continue to exercise its rights under this Article 5 pending completion of such Co-Promotion Agreement, provided however, that [… * …].
Co-Promotion Agreement. Promptly after BioNTech’s first exercise of its Co-Promotion Option (or the effective date of a deemed exercise of BioNTech’s Co-Promotion Option), the Parties shall commence negotiations in good faith and enter into a separate co-promotion agreement (the “Co-Promotion Agreement”) setting forth the terms of BioNTech’s and Genentech’s Co-Promotion rights and obligations in accordance with the terms and conditions in this Section 6.5 and those set forth in Schedule 6.5.3 attached hereto. The Parties shall negotiate with such diligence as is required to enter into and execute the Co-Promotion Agreement within [***] months following BioNTech’s first exercise (including any deemed exercise) of its Co-Promotion Option, or such other date as the Parties may agree in writing. The Parties shall promptly amend the Co-Promotion Agreement upon each subsequent exercise or deemed exercise by BioNTech of its Co-Promotion Option (e.g., [***].
Co-Promotion Agreement. If Acucela elects to participate in Co-Promotion of any Collaboration Product in any country in the Shared Territory, the Parties shall, as soon as practicable after such election, enter into a separate co-promotion agreement which shall contain material terms as described in this Section 4.1 as well as other customary and commercially reasonable terms, including (i) a fair and reasonable allocation of the roles and responsibilities between the Parties in connection with the Co-Promotion in such country; and (ii) a sufficiently detailed mechanism or structure under which the Parties shall share all Net Profits (Losses) in such country, taking into account Acucela’s Specified Percentage on terms to be consistent with the relevant provisions of this Article 4 and Section 6.5.1(the “Co-Promotion Agreement”). The JCC, by mutual agreement of the Parties, shall develop reasonable reporting, reconciliation and payment provisions to effectuate the sharing of Net Profit (Losses) as described in this Article 4 and Section 6.5.1 and such provisions shall be set forth in the Co-Promotion Agreement.
Co-Promotion Agreement. In the event that both Parties have their own sales forces with appropriate expertise or that the Parties otherwise agree to share promotional responsibilities with respect to one or more Collaboration Products in one or more countries, the Parties shall negotiate in good faith and enter into a co-promotion agreement for such Collaboration Product in such countries to implement the promotional activities contemplated in the Commercialization Plan for such Collaboration Product in such country.
Co-Promotion Agreement. Upon the exercise of the Co-Promotion Option by ITI for a particular Product (a “Co-Promotion Product”), the Parties shall negotiate in good faith (with each Party not to unreasonably withhold or delay its consent to such agreement) to agree on the commercially reasonable terms for both Parties of a definitive co-promotion agreement consistent with the terms of this Agreement [***] ([***]) [***] ([***]([***]) [***]) (the “Co-Promotion Agreement”). Together with the Commercialization Plan, the Co-Promotion Agreement would include provisions for, without limitation, the target call list and responsible call number for the ITI sales force (provided that ITI may not use a contract sales organization (CSO) to fulfill its obligations under the Co-Promotion Agreement, except with the consent of Takeda, not to be withheld unreasonably, and in such case only for a reasonable transition period), training of the ITI sales force by Takeda, creation and use of promotional materials, and other appropriate provisions for such a co-promotion arrangement. If the Parties successfully agreed on the material terms of such Co-Promotion Agreement especially terms affecting matters described in the Commercialization Plan by the applicable deadline, the Parties shall continue in good faith the negotiation to execute the Agreement [***] ([***]) [***]. Upon execution of a Co-Promotion Agreement, the Parties will establish a joint co-promotion committee to coordinate and oversee the Parties’ co-promotion of Co-Promotion Products, which committee would have procedures and a meeting schedule equivalent to those of the JSC as described in Section 3.2, except that such committee would refer unresolved disputes to the JSC for resolution.
Co-Promotion Agreement. Upon the exercise of one or more CO-PROMOTION OPTIONS or POST-LAUNCH OPTIONS, the PARTIES agree (a) to enter into a co-promotion agreement containing customary terms for co-promotion of a product of comparable market potential to NUMAX and otherwise consistent with this Section 9 within sixty (60) days of exercise of the applicable option, and (b) to establish a Joint Commercialization Committee (“JCC”). The PARTIES shall exert COMMERCIALLY REASONABLE EFFORTS to first meet within forty-five (45) days after the applicable co-promotion agreement is executed and regularly thereafter as provided in the co-promotion agreement, to oversee and review the marketing plan, agree upon a sales plan and allocation of the sales efforts between the PARTIES. Notwithstanding input from the JCC, XXXXXX shall have the final decision in all aspects of the commercialization of NUMAX in the TERRITORY, including but not limited to, marketing, promotion, sale, distribution, pricing, sales force deployment and allocation in the TERRITORY. Except as provided in this Section 9, neither XXXXXX nor MEDIMMUNE shall be entitled to any compensation, remuneration or right of reimbursement of expenses in connection with activities undertaken by MEDIMMUNE upon exercise of a CO-PROMOTION OPTION or POST-LAUNCH OPTION or under the terms of any co-promotion agreement entered into between the PARTIES. MEDIMMUNE shall have the right to manage and direct its sales force in any countries in which a CO-PROMOTION OPTION or POST-LAUNCH OPTION has been exercised; provided, however, that such management and direction must be in accordance with the marketing and sales plans approved by XXXXXX and to the extent MEDIMMUNE’s sales activities are inconsistent with such plans in any such countries and such activities are not revised to be consistent with such plans following written notice from XXXXXX, the co-promotion agreement may provide for termination MEDIMMUNE’s co-promotion rights in such country(ies).
Co-Promotion Agreement. Within six (6) months after completion of the first Commercialization Plan pursuant to Section 5.01, the Parties shall engage in good faith negotiations to prepare and execute a definitive co-promotion agreement or similar marketing and distribution agreement describing the co-promotion activities of the Parties for such Licensed Product in the Field in the U.S. (the “Co-Promotion Agreement”) consistent with the provisions of this Agreement, the terms and conditions set forth on Exhibit D, and such other terms as the Parties may agree and as are customary in an agreement of that type. The Parties shall work in good faith to ensure that the Co-Promotion Agreement is designed to be tax efficient for each Party. The Parties shall endeavor to execute such Co-Promotion Agreement as soon as possible after commencement of such negotiations and no later than eighteen (18) months prior to the anticipated First Commercial Sale of Licensed Product in the Field in the U.S.
