Common use of Co-Promotion Option Clause in Contracts

Co-Promotion Option. Subject to the foregoing, in the event of a BLA filing with the FDA for Regulatory Approval of a CD20 Product for a Niche Indication in the United States, Trubion shall have the option to Co-Promote the CD20 Product in the United States for such Niche Indication in accordance with Wyeth's marketing plan for up to five (5) years after the First Commercial Sale of the first CD20 Product for any Niche Indication in the United States (the "Co-Promotion Period"). The Trubion Co-Promotion option shall be exercisable by Trubion giving written notice to Wyeth no later than *** after the date of the first BLA filing with the FDA for the first Niche Indication for the first CD20 Product (or such longer time as the Parties may mutually agree). Promptly after Trubion's exercise of such option, the Parties shall negotiate, in good faith, a definitive Co-Promotion Agreement, which shall require Trubion and Wyeth to use Commercially Reasonable Efforts to Co-Promote such CD20 Product. Such Co-Promotion Agreement shall contain customary provisions relating to relative sales force efforts, responsibility for sales calls, sales force training, promotional materials and samples, detailing and the number and qualifications of sales force personnel (including medical science liaisons) that will be devoted to such Co-Promotion activities. The Parties hereby agree, inter alia, that such Co-Promotion Agreement, and Wyeth's marketing plan for such CD20 Product, shall provide (a) Trubion's sales force with a meaningful role in the Commercialization of such CD20 Product; (b) that Wyeth shall provide CD20 Product-related sales training to Trubion's sales force, at no cost to Trubion; and (c) that Trubion's sales force shall use CD20 Product promotional materials and samples, to be provided by Wyeth at no cost, in connection with their sales efforts. As compensation for sales force support provided by Trubion in connection with such Co-Promotion, Wyeth shall pay Trubion a fixed fee (to be set forth in the definitive Co-Promotion Agreement) for each Product sales detail performed by members of Trubion's sales force in accordance with Wyeth's marketing plan for such CD20 Product. Trubion will not have the right to contract out for or otherwise delegate to any Third Party any responsibility for such sales force support. Trubion's sales force activities shall be conducted in accordance with Wyeth's policies and the marketing and promotion plan for the CD20 Product.

Co-Promotion Option. Subject to Sunesis will have an option (the foregoing, in the event of a BLA filing with the FDA for Regulatory Approval of a CD20 Product for a Niche Indication in the United States, Trubion shall have the option to “Co-Promote the CD20 Promotion Option”) to co-promote each Co-Funded Product in the United States for such Niche Indication Co-Funding Territory, according to the terms and conditions set forth in accordance with Wyeth's marketing plan for up to five (5) years after the First Commercial Sale of the first CD20 Product for any Niche Indication in the United States (the "this Section 4.2. This Co-Promotion Period"). The Trubion Option may be exercised at Sunesis’ discretion on a Product-by-Product and country-by-country basis for any Co-Funded Product, by so notifying Biogen Idec in writing within { * } for such Co-Funded Product in such country (each such Co-Funded Product for which Sunesis exercises the Co-Promotion option Option being referred to as a “Co-Promoted Product”). { * } Biogen Idec shall provide to Sunesis with a good faith estimate of the number of field force personnel to be deployed for such Co-Funded Product in the applicable territory for { * } together with a then-current Sales and Marketing Plan for such Co-Funded Product. The estimate of the number of field force personnel to be deployed shall be exercisable prepared by Trubion giving written notice to Wyeth no later than *** after the date of JCC, and shall take into consideration the first BLA filing with then-current marketing and promotion practices in the FDA for the first Niche Indication for the first CD20 Product (or such longer time as the Parties may mutually agree). Promptly after Trubion's exercise of such option, the Parties shall negotiate, in good faith, a definitive Co-Promotion Agreement, which shall require Trubion and Wyeth to use Commercially Reasonable Efforts to Co-Promote such CD20 Product. Such Co-Promotion Agreement shall contain customary provisions relating to relative sales force efforts, responsibility for sales calls, sales force training, promotional materials and samples, detailing relevant markets and the number and qualifications nature of sales other products, if any, including the detail position, if applicable, that such field force personnel (including medical science liaisons) that will be devoted selling. In situations { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. where field force personnel will be selling multiple products, the JCC shall make a good faith allocation of the field force personnel’s time to be spent on each product. As used in this Section 4.2, “co-promote” or “co-promotion” shall mean to promote jointly or joint promotion of a Product through Biogen Idec’s and Sunesis’ respective sales forces under the same brand name, with Biogen Idec booking all sales of such Co-Promotion activities. The Parties hereby agree, inter alia, that such Co-Promotion Agreement, and Wyeth's marketing plan for such CD20 Product, shall provide (a) Trubion's sales force with a meaningful role in the Commercialization of such CD20 Product; (b) that Wyeth shall provide CD20 Product-related sales training to Trubion's sales force, at no cost to Trubion; and (c) that Trubion's sales force shall use CD20 Product promotional materials and samples, to be provided by Wyeth at no cost, in connection with their sales efforts. As compensation for sales force support provided by Trubion in connection with such Co-Promotion, Wyeth shall pay Trubion a fixed fee (to be set forth in the definitive Co-Promotion Agreement) for each Product sales detail performed by members of Trubion's sales force in accordance with Wyeth's marketing plan for such CD20 Product. Trubion will not have the right to contract out for or otherwise delegate to any Third Party any responsibility for such sales force support. Trubion's sales force activities shall be conducted in accordance with Wyeth's policies and the marketing and promotion plan for the CD20 Promoted Product.

Co-Promotion Option. Subject to Sunesis will have an option (the foregoing, in the event of a BLA filing with the FDA for Regulatory Approval of a CD20 Product for a Niche Indication in the United States, Trubion shall have the option to “Co-Promote the CD20 Promotion Option”) to co-promote each Co-Funded Product in the United States Co-Funding Territory, according to the terms and conditions set forth in this Section 4.2. This Co-Promotion Option may be exercised at Sunesis’ discretion on a Product-by-Product and country-by-country basis for such Niche Indication any Co-Funded Product, by so notifying Biogen Idec in accordance with Wyeth's marketing plan for up to five writing within ninety (590) years after days of the First Commercial Sale submission of the first CD20 NDA for such Co-Funded Product in such country (each such Co-Funded Product for any Niche Indication in which Sunesis exercises the United States (the "Co-Promotion Period"Option being referred to as a “Co-Promoted Product”). The Trubion Prior to filing the first NDA for a Co-Promotion option Funded Product in a country, Biogen Idec shall provide to Sunesis with a good faith estimate of the number of field force personnel to be deployed for such Co-Funded Product in the applicable territory for the [*] period following the launch, on a [*] basis, together with a then-current Sales and Marketing Plan for such Co-Funded Product. The estimate of the number of field force personnel to be deployed shall be exercisable prepared by Trubion giving written notice to Wyeth no later than *** after the date of JCC, and shall take into consideration the first BLA filing with then-current marketing and promotion practices in the FDA for the first Niche Indication for the first CD20 Product (or such longer time as the Parties may mutually agree). Promptly after Trubion's exercise of such option, the Parties shall negotiate, in good faith, a definitive Co-Promotion Agreement, which shall require Trubion and Wyeth to use Commercially Reasonable Efforts to Co-Promote such CD20 Product. Such Co-Promotion Agreement shall contain customary provisions relating to relative sales force efforts, responsibility for sales calls, sales force training, promotional materials and samples, detailing relevant markets and the number and qualifications nature of sales other products, if any, including the detail position, if applicable, that such field force personnel (including medical science liaisons) that will be devoted selling. In situations where field force personnel will be selling multiple products, the JCC shall make a good faith allocation of the field force personnel’s time to be spent on each product. As used in this Section 4.2, “co-promote” or “co-promotion” shall mean to promote jointly or joint promotion of a Product through Biogen Idec’s and Sunesis’ respective sales forces under the same brand name, with Biogen Idec booking all sales of such Co-Promotion activities. The Parties hereby agree, inter alia, that such Co-Promotion Agreement, and Wyeth's marketing plan for such CD20 Product, shall provide (a) Trubion's sales force with a meaningful role in the Commercialization of such CD20 Product; (b) that Wyeth shall provide CD20 Product-related sales training to Trubion's sales force, at no cost to Trubion; and (c) that Trubion's sales force shall use CD20 Product promotional materials and samples, to be provided by Wyeth at no cost, in connection with their sales efforts. As compensation for sales force support provided by Trubion in connection with such Co-Promotion, Wyeth shall pay Trubion a fixed fee (to be set forth in the definitive Co-Promotion Agreement) for each Product sales detail performed by members of Trubion's sales force in accordance with Wyeth's marketing plan for such CD20 Promoted Product. Trubion will not have [*] Certain information on this page has been redacted and filed separately with the right Securities and Exchange Commission. Confidential treatment has been requested with respect to contract out for or otherwise delegate to any Third Party any responsibility for such sales force support. Trubion's sales force activities shall be conducted in accordance with Wyeth's policies and the marketing and promotion plan for the CD20 Productomitted portions.

Co-Promotion Option. Subject to Sunesis will have an option (the foregoing, in the event of a BLA filing with the FDA for Regulatory Approval of a CD20 Product for a Niche Indication in the United States, Trubion shall have the option to “Co-Promote the CD20 Promotion Option”) to co-promote each Co-Funded Product in the United States for such Niche Indication Co-Funding Territory, according to the terms and conditions set forth in accordance with Wyeth's marketing plan for up to five (5) years after the First Commercial Sale of the first CD20 Product for any Niche Indication in the United States (the "this Section 3.2. This Co-Promotion Period"). The Trubion Option may be exercised at Sunesis’s discretion on a Co-Funded Product-by-Co-Funded Product and country-by-country basis for any Co-Funded Product, by so notifying Millennium in writing within [ * ] for such Co-Funded Product in such country (each such Co-Funded Product for which Sunesis exercises the Co-Promotion option Option being referred to as a “Co-Promoted Licensed Product”). [ * ] Millennium shall provide Sunesis with a good faith estimate of the number of field force personnel to be deployed for such Co-Funded Product in the applicable territory for [ * ], together with a then-current Sales and Marketing Plan for such Co-Funded Product. The estimate of the number of field force personnel to be deployed shall be exercisable prepared by Trubion giving written notice to Wyeth no later than *** after the date of JCC, and shall take into consideration the first BLA filing with then-current marketing and promotion practices in the FDA for the first Niche Indication for the first CD20 Product (or such longer time as the Parties may mutually agree). Promptly after Trubion's exercise of such option, the Parties shall negotiate, in good faith, a definitive Co-Promotion Agreement, which shall require Trubion and Wyeth to use Commercially Reasonable Efforts to Co-Promote such CD20 Product. Such Co-Promotion Agreement shall contain customary provisions relating to relative sales force efforts, responsibility for sales calls, sales force training, promotional materials and samples, detailing relevant markets and the number and qualifications nature of sales other products, if any, including the detail position, if applicable, that such field force personnel (including medical science liaisons) that will be devoted selling. In situations where field force personnel will be selling multiple products, the JCC shall make a good faith allocation of the field force personnel’s time to be spent on each product. In the event that Sunesis elects not to exercise the Co-Promotion Option with respect to a Co-Funded Product or fails to notify Millennium in writing of its election within the applicable [ * ] in any country, Sunesis shall no longer have the right to exercise the Co-Promotion Option with respect to such Co-Promotion activitiesFunded Product in such country. The Parties hereby agreeAs used in this Agreement, inter alia“co-promote” or “co-promotion” shall mean to promote jointly or joint promotion of a Licensed Product through Millennium’s and Sunesis’s respective sales forces under the same brand name, that with Millennium booking all sales of such Co-Promotion Agreement, and Wyeth's marketing plan for such CD20 Promoted Licensed Product, all as shall provide (a) Trubion's sales force with a meaningful role in the Commercialization of such CD20 Product; (b) that Wyeth shall provide CD20 Product-related sales training to Trubion's sales force, at no cost to Trubion; and (c) that Trubion's sales force shall use CD20 Product promotional materials and samples, to be provided by Wyeth at no cost, in connection with their sales efforts. As compensation for sales force support provided by Trubion in connection with such Co-Promotion, Wyeth shall pay Trubion a fixed fee (to be more specifically set forth in a co-promotion agreement for each of the definitive countries in which Sunesis co-promotes, such agreement to be negotiated in good faith as soon as practicable following the exercise by Sunesis of the Co-Promotion Agreement) Option for each a Co-Promoted Licensed Product sales detail performed by members of Trubion's sales force and reflecting the terms set forth in accordance with Wyeth's marketing plan for such CD20 Product. Trubion will not have the right to contract out for or otherwise delegate to any Third Party any responsibility for such sales force support. Trubion's sales force activities shall be conducted in accordance with Wyeth's policies this Article 3 and the marketing and promotion plan for the CD20 Productother [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Co-Promotion Option. Subject to (a) On or before the foregoing, in the event of date which is [ * ] for a BLA filing with the FDA for Regulatory Approval of a CD20 GSK Product for which Dynavax has exercised the Co-Development Option, GSK shall provide to Dynavax a Niche Indication in written commercialization plan for such GSK Product (the United States, Trubion “Product Marketing Plan”). Dynavax shall have the option to Co-Promote the CD20 Product in the United States for such Niche Indication in accordance with Wyeth's marketing plan for up to five (5) years after the First Commercial Sale of the first CD20 Product for any Niche Indication in the United States (the "Co-Promotion Period"). The Trubion Co-Promotion option shall be option, exercisable by Trubion giving written notice to Wyeth no later than **GSK within [ * ] after the date receipt of the first BLA filing with the FDA for the first Niche Indication for the first CD20 Product (or Marketing Plan, to co-promote such longer time as the Parties may mutually agree)GSK Product to [ * ]. Promptly after Trubion's following Dynavax’s exercise of such option, the Parties shall negotiate, engage in good faith, faith negotiations to prepare and execute a definitive co-promotion agreement describing the co-promotion activities of the Parties for such GSK Product in the United States (the “Co-Promotion Agreement, which shall require Trubion and Wyeth to use Commercially Reasonable Efforts to ”). The Co-Promote Promotion Agreement will have [ * ] after Dynavax exercises such CD20 Productoption. Such In addition, where appropriate, the Parties shall enter into a supply and quality agreement. (b) The Co-Promotion Agreement shall contain customary provisions relating to relative sales force efforts, responsibility for sales calls, sales force training, promotional materials incorporate the terms and samples, detailing and the number and qualifications of sales force personnel (including medical science liaisons) that will be devoted to such Co-Promotion activities. The Parties hereby agree, inter alia, that such Co-Promotion Agreement, and Wyeth's marketing plan for such CD20 Product, shall provide (a) Trubion's sales force with a meaningful role in the Commercialization of such CD20 Product; (b) that Wyeth shall provide CD20 Product-related sales training to Trubion's sales force, at no cost to Trubion; and (c) that Trubion's sales force shall use CD20 Product promotional materials and samples, to be provided by Wyeth at no cost, in connection with their sales efforts. As compensation for sales force support provided by Trubion in connection with such Co-Promotion, Wyeth shall pay Trubion a fixed fee (to be conditions set forth in the definitive Co-Promotion Agreement) for each Product sales detail performed by members of Trubion's sales force in accordance with Wyeth's marketing plan for such CD20 Productthis Section 5.5.2(b). Trubion will not Dynavax shall have the right to contract out for or otherwise delegate to any Third Party any responsibility for such sales force supportprovide between [ * ] and [ * ] of the [ * ]. Trubion's sales force activities All details contributed by Dynavax shall be conducted by Dynavax employees, and Dynavax may not use contract sales representatives to conduct such details. [ * ] GSK shall be responsible for receiving and filling orders, booking of sales, controlling invoicing, collection of payments, returns, charge-backs and rebates on sales of the GSK Product in accordance with Wyeth's policies the United States, and shall have sole control over pricing strategies and distribution of the marketing GSK Product in the United States. GSK shall have responsibility for preparing and promotion plan producing all promotional materials for the CD20 GSK Product at its sole expense, provided, however, that the [ * ]. GSK shall provide samples and promotional materials to Dynavax for distribution to physicians to whom it details the GSK Product. GSK shall develop and provide equivalent training programs and materials for the GSK Product to sales representatives of both Parties, which programs and materials shall be provided at cost to Dynavax for its sales representatives. Dynavax may terminate its co-promotion of the GSK Product at any time upon [ * ] written notice to GSK, upon which termination Dynavax and GSK shall reasonably cooperate to transition to GSK Dynavax’s co-promotion activities so as to minimize disruption to sales activity. (c) [ * ] Dynavax. In the event of a [ * ] in which [ * ], GSK shall have the right, at its sole discretion, to [ * ].

Co-Promotion Option. Subject to the foregoing, in the event of a BLA filing with the FDA for Regulatory Approval of a CD20 Product for a Niche Indication in the United States, Trubion shall have the option to Co-Promote the CD20 Product in the United States for such Niche Indication in accordance with Wyeth's marketing plan for up to five (5) years after the First Commercial Sale of the first CD20 Product for any Niche Indication in the United States (the "Co-Promotion Period"). The Trubion Co-Promotion option shall be exercisable by Trubion giving written notice to Wyeth no later than [*** *] after the date of the first BLA filing with the FDA for the first Niche Indication for the first CD20 Product (or such longer time as the Parties may mutually agree). Promptly after Trubion's exercise of such option, the Parties shall negotiate, in good faith, a definitive Co-Promotion Agreement, which shall require Trubion and Wyeth to use Commercially Reasonable Efforts to Co-Promote such CD20 Product. Such Co-Promotion Agreement shall contain customary provisions relating to relative sales force efforts, responsibility for sales calls, sales force training, promotional materials and samples, detailing and the number and qualifications of sales force personnel (including medical science liaisons) that will be devoted to such Co-Promotion activities. The Parties hereby agree, inter alia, that such Co-Promotion Agreement, and Wyeth's marketing plan for such CD20 Product, shall provide (a) Trubion's sales force with a meaningful role in the Commercialization of such CD20 Product; (b) that Wyeth shall provide CD20 Product-related sales training to Trubion's sales force, at no cost to Trubion; and (c) that Trubion's sales force shall use CD20 Product promotional materials and samples, to be provided by Wyeth at no cost, in connection with their sales efforts. As compensation for sales force support provided by Trubion in connection with such Co-Promotion, Wyeth shall pay Trubion a fixed fee (to be set forth in the definitive Co-Promotion Agreement) for each Product sales detail performed by members of Trubion's sales force in accordance with Wyeth's marketing plan for such CD20 Product. Trubion will not have the right to contract out for or otherwise delegate to any Third Party any responsibility for such sales force support. Trubion's sales force activities shall be conducted in accordance with Wyeth's policies and the marketing and promotion plan for the CD20 Product.

Co-Promotion Option. (a) Subject to the foregoingterms and conditions of this Agreement, with respect only to the first Original ADC Licensed Product, Licensee hereby grants to Duality an exclusive option during the applicable Co-Promotion Option Period, to assume between [***] and [***] of the total sales force for such Original ADC Licensed Product measured in terms of number of FTEs in the event Cost & Profit/Loss Sharing Territory (“Co-Promotion Option”); provided that Duality’s exercise of the Co-Promotion Option shall not become effective unless Duality satisfies the criteria in Section 7.8(e) . (b) Within [***] days from the Cost & Profit/Loss Sharing Option Exercise Date (the “Co-Promotion Option Period”), Duality may during the Co-Promotion Option Period notify Licensee in writing of its desire to exercise the Co-Promotion Option with respect to the first Original ADC Licensed Product (thereafter, the “Co-Promotion Product”) in the Cost & Profit/Loss Sharing Territory (the “Co-Promotion Option Exercise Notice”, such date of the Co-Promotion Option Exercise Notice, the “Co-Promotion Option Exercise Date”). (i) If Duality elects to exercise the Co-Promotion Option it shall deliver to Licensee the Co-Promotion Option Exercise Notice during the Co-Promotion Option Period, and promptly thereafter the Parties shall engage in good faith negotiations and enter into definitive agreement not later than [***] months (and in any event, to be finalized no later than [***] months prior to the estimated date of the first submission of the MAA in the Cost & Profit/Loss Sharing Territory for the Co-Promotion Product, as set forth in the applicable Development Plan at the Co-Promotion Option Exercise Date) (the “Co-Promotion Negotiation Period”) from the date of Licensee’s receipt of the Co- Promotion Option Exercise Notice to enter into a BLA filing co-promotion agreement in accordance with the FDA for Regulatory Approval of a CD20 Product terms and conditions set out in this Section 7.8 and the Co-Promotion Terms (the “Co-Promotion Agreement”). For clarity, the Parties will discuss and agree on the sales force allocation based on the then actual sales force forecast during the Co-Promotion Agreement negotiation period. The Parties shall agree to discuss in good faith to conclude the Co-Promotion Agreement with terms and conditions that are customary for a Niche Indication co-promotion agreement in the United StatesCost & Profit/Loss Sharing Territory; provided that such terms and conditions are consistent with the Co-Promotion Terms. If the Parties are unable to agree on the terms of the Co-Promotion Agreement within the Co-Promotion Negotiation Period, Trubion then the Co-Promotion Option shall be deemed to have expired. (ii) If Duality does not exercise the option Co-Promotion Option for the first Original ADC Licensed Product prior to the expiration of the applicable Co-Promotion Option Period, Duality shall be deemed to have irrevocably waived its right to Co-Promote the CD20 first Original ADC Licensed Product. (c) By the latest of [***] months prior to the anticipated launch of the first ADC Original Licensed Product in the United States for such Niche Indication in accordance with Wyeth's marketing Cost & Profit/Loss Sharing Territory, the Parties will coordinate through the SSC to prepare and approve the co-promotion plan for up to five (5) years after the First Commercial Sale of the first CD20 Product for any Niche Indication in the United States (the "“Co-Promotion Period"Plan”). The Trubion , which Co-Promotion option shall be exercisable by Trubion giving written notice to Wyeth no later than *** after the date of the first BLA filing with the FDA for the first Niche Indication for the first CD20 Product Plan will inter alia set forth (or such longer time as the Parties may mutually agree). Promptly after Trubion's exercise of such option, the Parties shall negotiate, in good faith, a definitive i) all major Co-Promotion Agreement, which shall require Trubion and Wyeth to use Commercially Reasonable Efforts to Co-Promote such CD20 Product. Such activities of the Co-Promotion Agreement shall contain customary provisions relating Product under a single trademark in the Cost & Profit/Loss Sharing Territory to relative sales force effortsbe conducted by the Parties, responsibility for sales calls, sales force training, promotional materials and samples, detailing and the number and qualifications of sales force personnel (including medical science liaisonsii) that will be devoted an estimated budget related to such Co-Promotion activities. The Parties hereby agree, inter alia, that and (iii) an anticipated timeline related to such co-promotion activities. (d) Under the Co-Promotion Agreement, Licensee shall have the sole right to control all decisions with respect to the Co-Promotion arrangement, including the call plans and Wyeth's marketing plan for assigned states within the Cost & Profit/Loss Sharing Territory covered by Duality’s sales representatives, the promotional materials to be used, the training and testing applicable to such CD20 Productsales representatives, and restrictions with respect to the ability of each Party’s sales representatives to Detail other products; provided that Licensee shall provide ensure allocation of assigned states and metropolitan and rural territories between the Parties are fair and equitable. (ae) Trubion's sales force At least [***] months prior to the anticipated launch of the first ADC Original Licensed Product in the Cost & Profit/Loss Sharing Territory, Duality must demonstrate to Licensee by providing adequate documentation (such as CV with a meaningful role description of past work experience) that it has a [***] in place (representing the percentage of the total sales force assigned to Duality pursuant to Section 7.8(b)(i)). If Duality cannot demonstrate that it has such a [***] in the Commercialization Cost & Profit/Loss Sharing Territory at least [***] months prior to the launch of such CD20 Product; (b) that Wyeth the first Original ADC Licensed Product in the Cost & Profit/Loss Sharing Territory, Duality shall provide CD20 Product-related sales training be deemed to Trubion's sales force, at no cost have irrevocably waived its right to Trubion; and (c) that Trubion's sales force shall use CD20 Product promotional materials and samples, to be provided by Wyeth at no cost, in connection with their sales efforts. As compensation for sales force support provided by Trubion in connection with such Co-Promotion, Wyeth shall pay Trubion a fixed fee (to be set forth Promote the first Original ADC Licensed Product in the definitive Cost & Profit/Loss Sharing Territory. (f) For clarity, this Co-Promotion Agreement) for each Product sales detail performed by members of Trubion's sales force in accordance with Wyeth's marketing plan for such CD20 Product. Trubion will Option is not have the right to contract out for sublicensable or otherwise delegate transferable to any Third Party any responsibility for such sales force supportand does not apply to the [***], [***] and Sequence Licensed Products. Trubion's sales force activities shall be conducted in accordance with Wyeth's policies and the marketing and promotion plan for the CD20 Product.Page 33 of 89

Co-Promotion Option. Subject to the foregoing, in the event of a BLA filing with the FDA for Regulatory Approval of a CD20 Product for a Niche Indication in the United States, Trubion shall have the option to Co-Promote the CD20 Product in the United States for such Niche Indication in accordance with Wyeth's ’s marketing plan for up to five (5) years after the First Commercial Sale of the first CD20 Product for any Niche Indication in the United States (the "“Co-Promotion Period"”). The Trubion Co-Promotion option shall be exercisable by Trubion giving written notice to Wyeth no later than *** forty-five (45) days after the date of the first BLA filing with the FDA for the first Niche Indication for the first CD20 Product (or such longer time as the Parties may mutually agree). Promptly after Trubion's ’s exercise of such option, the Parties shall negotiate, in good faith, a definitive Co-Promotion Agreement, which shall require Trubion and Wyeth to use Commercially Reasonable Efforts to Co-Promote such CD20 Product. Such Co-Promotion Agreement shall contain customary provisions relating to relative sales force efforts, responsibility for sales calls, sales force training, promotional materials and samples, detailing and the number and qualifications of sales force personnel (including medical science liaisons) that will be devoted to such Co-Promotion activities. The Parties hereby agree, inter alia, that such Co-Promotion Agreement, and Wyeth's ’s marketing plan for such CD20 Product, shall provide (a) Trubion's ’s sales force with a meaningful role in the Commercialization of such CD20 Product; (b) that Wyeth shall provide CD20 Product-related sales training to Trubion's ’s sales force, at no cost to Trubion; and (c) that Trubion's ’s sales force shall use CD20 Product promotional materials and samples, to be provided by Wyeth at no cost, in connection with their sales efforts. As compensation for sales force support provided by Trubion in connection with such Co-Promotion, Wyeth shall pay Trubion a fixed fee (to be set forth in the definitive Co-Promotion Agreement) for each Product sales detail performed by members of Trubion's ’s sales force in accordance with Wyeth's ’s marketing plan for such CD20 Product. Trubion will not have the right to contract out for or otherwise delegate to any Third Party any responsibility for such sales force support. Trubion's ’s sales force activities shall be conducted in accordance with Wyeth's ’s policies and the marketing and promotion plan for the CD20 Product.