Common use of Co-Promotion Right Clause in Contracts

Co-Promotion Right. At any point prior to ***, Company shall have the right (the “Co-Promotion Right”) to elect, in writing to Licensee, to field up to 50%, of the sales efforts (excluding any management personnel) for the commercialization of IMMU-132 in all indications in the United States, reasonably calculated taking into account ***, *** and *** for IMMU-132, up to a maximum of ***, subject to Licensee’s reasonable determination that Company’s representatives have sufficient expertise and ability to fully perform the tasks assigned to them in the Commercialization Plan and by the JCC and the hiring, training and readiness of those representatives in accordance with the Co-Promotion Agreement (as defined below). In the event that Company notifies Licensee of its exercise of the Co-Promotion Right by the deadline set forth above, the Parties shall confer and negotiate in good faith the terms of a written agreement under which Company will co-promote Licensed Product (the “Co-Promotion Agreement”). The Co-Promotion Agreement shall be consistent with this Section 6.6 and shall include the following terms: (i) Company will be ***; (ii) Licensee shall ***; (iii) ***; and (iv) such other terms and conditions customary for this type of agreement and appropriate to ensure the quality and performance of Company’s sales representatives. The Parties shall use commercially reasonable efforts to complete and execute the Co-Promotion Agreement no later than *** following Company’s exercise of the co-promotion right.

Co-Promotion Right. At any point prior to [***], Company shall have the right (the “Co-Promotion Right”) to elect, in writing to Licensee, to field up to 50%, of the sales efforts (excluding any management personnel) for the commercialization of IMMU-132 in all indications in the United States, reasonably calculated taking into account [*], [*] and [*, *** and *** ] for IMMU-132, up to a maximum of [***], subject to Licensee’s reasonable determination that Company’s representatives have sufficient expertise and ability to fully perform the tasks assigned to them in the Commercialization Plan and by the JCC and the hiring, training and readiness of those representatives in accordance with the Co-Promotion Agreement (as defined below). In the event that Company notifies Licensee of its exercise of the Co-Promotion Right by the deadline set forth above, the Parties shall confer and negotiate in good faith the terms of a written agreement under which Company will co-promote Licensed Product (the “Co-Promotion Agreement”). The Co-Promotion Agreement shall be consistent with this Section 6.6 and shall include the following terms: (i) Company will be [***]; (ii) Licensee shall [***]; (iii) [***]; and (iv) such other terms and conditions customary for this type of agreement and appropriate to ensure the quality and performance of Company’s sales representatives. The Parties shall use commercially reasonable efforts to complete and execute the Co-Promotion Agreement no later than [*** ] following Company’s exercise of the co-promotion right.