Common use of CO-PROMOTION OF COLLABORATION PRODUCTS Clause in Contracts

CO-PROMOTION OF COLLABORATION PRODUCTS. 7.1 Option to Co-Promote. (a) Subject to this Section 7.1, PDL and Biogen Idec shall each have the right, to the extent it is not the Responsible Commercialization Party (the “Co-Promotion Option”) to elect at specified times to Commercialize a particular Indication of a Collaboration Product in either or both of the North American Territory or the EU Territory jointly with the Responsible Commercialization Party for such Collaboration Product. (b) [****] may exercise its Co-Promotion Option in respect of a particular Territory only if it has and only with respect [****] shall reasonably be expected to be in place at the time of Co-Promotion. [****] may exercise its Co-Promotion Option in respect of a particular Territory only with respect [****] which shall reasonably be expected to be in place at the time of Co-Promotion. (c) A Party may exercise its Co-Promotion Option with respect to a particular Indication of a Collaboration Product in a particular territory by providing written notice of such exercise to the Responsible Commercialization Party and the JCC. Such exercise must be provided for a particular territory no later than the date *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. [****] prior to the anticipated filing date for Regulatory Approval in such territory for such Indication for the Collaboration Product and will be effective [****] following receipt of such notice by the Responsible Commercialization Party. Thereafter, the Party exercising the Co-Promotion Option shall be deemed a co-promoting Party (the “Co-Promoting Party”) of such Indication for such Collaboration Product in such territory. (d) If a Co-Promotion Option is exercised, then responsibility for Detailing will be shared on a basis to be determined by the JCC taking into account the resources and capabilities of each Party as well as each Party’s prior efforts under Co-Promotion Options previously exercised and the nature of the market and Indication for which the Co-Promotion Option has been exercised. The Parties agree and acknowledge that, in allocating such Detailing activities between the Parties, the JCC shall apply the following principle in the event that both Parties have resources and capabilities in respect of a specific sales force (or neither Party has such resources and capabilities): the JCC shall give first consideration to using [****] and first consideration to using [****]. 7.2 Co-Promotion Period. The “Co-Promotion Period” will commence upon the Co-Promoting Party’s exercise of the Co-Promotion Option and will expire upon the earlier of: (a) termination of the Parties’ Commercialization of the applicable Collaboration Product for the applicable Indication in the relevant portion of the Profit Sharing Territory, and (b) [****] following the date that the Co-Promoting Party provides written notice to the Responsible Commercialization Party terminating the Co-Promoting Party’s Co-Promotion activities hereunder (or such lesser period of time as the Responsible Commercialization Party is able to satisfactorily fill the sales force commitments previously filled by the Co-Promoting Party) . 7.3 Co-Promotion in Commercialization Plan. The Parties’ co-promotion activities for any Collaboration Product in the relevant territory shall be governed by the Commercialization Plan for such Collaboration Product prepared by the Responsible Commercialization Party. Each Commercialization Plan for a Co-Promote Product shall set forth the allocation between the Parties of the co-promotion activities for the Collaboration Product in the applicable territory determined pursuant to Section 7.1(d), the sales and marketing strategy determined by the JSC and the means by which to maximize the overall gross profit from sales of such Collaboration Product.