Common use of Co-Promotion Rights and Obligations Clause in Contracts

Co-Promotion Rights and Obligations. (a) Subject to the terms and conditions herein, AstraZeneca shall grant to Targacept the right to Co-Promote each Co-Promoted Product in the Co-Promotion Territory; provided, however, that Targacept shall be required to provide at least [********] (but without its consent, not more than [********] sales representatives to Detail the Co-Promoted Product(s). (b) Targacept shall use Commercially Reasonable Efforts to execute its obligations under each Plan (as defined in Section 12), consistent with each applicable budget, and to cooperate diligently with AstraZeneca in carrying out such Plan. Targacept shall perform its activities under this Agreement in accordance with Applicable Laws and AstraZeneca’s then-current standard operating procedures of which Targacept may be notified in writing from time to time. (c) AstraZeneca shall enter into an agreement with a contract sales organization (“CSO”) (the “CSO Agreement”) to recruit and train a CSO sales force to Detail each Co-Promoted Product, at AstraZeneca’s sole cost and expense. AstraZeneca shall provide a copy of any proposed CSO Agreement to Targacept for its review at least [********] prior to execution by AstraZeneca, and shall consider in good faith any comments provided by Targacept to AstraZeneca in writing within [********] after Targacept’s receipt of such CSO Agreement. Prior to the First Commercial Sale with respect to a Co-Promoted Product, AstraZeneca shall assign to Targacept, and Targacept shall assume, the applicable CSO Agreement. Each CSO Agreement shall provide that Targacept may offer employment on terms determined by Targacept to the sales representatives and sales managers hired by the CSO. Except as provided in this Section 1(c), or as otherwise agreed in writing by the Parties, Targacept shall not have the right to use a CSO to Co-Promote a Co-Promoted Product.

Co-Promotion Rights and Obligations. (a) 2.1 The Parties shall work cooperatively during the Term to develop and implement a strategic marketing program for the promotion of the Products in the Territory. The Parties may add or delete Products from Exhibit A upon mutual written consent but there is no obligation on the part of PRN to agree to add any Products. 2.2 Subject to the terms and limitations hereof, PRN hereby grants to Tear, during the Term of this Agreement and on the terms and conditions hereinset forth in this Agreement, AstraZeneca shall grant to Targacept the a non-exclusive license and right to Co-Promote each Co-Promoted Product sell, promote, market and Detail, jointly with PRN, the Products for use in the CoField in the Territory. Nothing herein shall prohibit or restrict PRN from entering into any other co-Promotion promotion, joint marketing or similar agreement with a Third Party regarding the Products or any nutritional supplements for use in the Field. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions 2.3 Subject to the terms and limitations hereof, Tear shall use commercially reasonable efforts to perform the following activities in the Territory for the Products (collectively, the “Tear Marketing Activities”) commencing on the Effective Date: (a) Promote and Detail the Products to eye care professionals via Tear Representatives. The Tear Representatives will use a comparable degree of diligence as employed with respect to selling the Systems; (b) Distribute and deliver Tear Promotional Materials and Product samples to eye care professionals; (c) At Tear’s discretion, promote the Products at relevant trade shows and industry and professional society meetings; and (d) Generally explain to eye care professionals the 3D sales model pursuant to which eye care professionals will purchase or recommend the Products. 2.4 PRN acknowledges that the Tear Marketing Activities will be conducted through the Tear Representatives and that Tear may suspend the performance of any or all Tear Marketing Activities if Tear reasonably believes that any of the Products pose a health or safety risk. Tear will promptly notify PRN of any such suspension of Tear Marketing Activities. 2.5 Except for the Tear Marketing Activities, PRN may, at its discretion, continue to develop and implement promotional and marketing activities relating to the Products (collectively, the “PRN Marketing Activities”) in the Territory, including the following: (a) Promote the Products at relevant trade shows and industry and professional society meetings; (b) Develop PRN Promotional Materials to be used by PRN; (c) Develop Website Content; (d) Provide ongoing scientific/medical education to eye care professionals in the Territory; (e) Host scientific advisory board meetings; (f) Sponsor appropriate scientific and clinical studies; and (g) Author or co-author scientific publications supporting the value of the Products. 2.6 Each Party will use its reasonable commercial efforts to implement and carry out their respective Marketing Activities on a timely basis, in accordance with the terms hereof and in an ethical, professional and workmanlike manner. The Marketing Activities of each Party shall, at all times, be conducted in compliance with Applicable Law. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions 2.7 Except as otherwise set forth in this Agreement, each Party shall be responsible for its own expenses incurred in connection with performing the Marketing Activities, provided, however, that Targacept shall PRN will provide Tear Representatives, at no cost, with four-count sample bottles of Product, in an amount reasonably requested by such representatives, but not to exceed 1,000 four-count sample bottles per month per individual Tear Representative during the Demonstration Period. Tear may purchase additional four-count sample bottles for a purchase price equal to PRN’s direct cost. Tear will track the use and distribution of such samples with a sample tracking system satisfactory to Tear, and make the results of such tracking available to PRN. The samples will be required replenished as agreed to by the Parties based upon usage and sales results during the Active Period. 2.8 At least 60 days prior to the first commercial sale within the Territory by PRN or its Affiliates of any nutraceutical or nutritional supplement product for humans (other than a Product) that is marketed by PRN for eye health and believed by PRN to be useful for the treatment of DED (each, a “New DED Product”), PRN will provide Tear with written notice of such New DED Product, including a description of the product profile and pricing, a summary of any available clinical data and a summary of PRN’s marketing plans for such product. In addition, PRN will not enter into any agreement granting to a Third Party the right to sell, promote, market or Detail any such New DED Product in the Territory (or any portion thereof) without first providing Tear with written notice of all terms and conditions of such proposed agreement and providing Tear with the option (exercisable for at least [********] (but without its consent, not more than [********] sales representatives to Detail the Co-Promoted Product(s). (b) Targacept shall use Commercially Reasonable Efforts to execute its obligations under each Plan (as defined in Section 12), consistent with each applicable budget, and to cooperate diligently with AstraZeneca in carrying out such Plan. Targacept shall perform its activities under this Agreement in accordance with Applicable Laws and AstraZeneca’s then-current standard operating procedures of which Targacept may be notified in writing from time to time. (c) AstraZeneca shall enter into an agreement with a contract sales organization (“CSO”) (the “CSO Agreement”) to recruit and train a CSO sales force to Detail each Co-Promoted Product, at AstraZeneca’s sole cost and expense. AstraZeneca shall provide a copy of any proposed CSO Agreement to Targacept for its review at least [********] prior to execution by AstraZeneca, and shall consider in good faith any comments provided by Targacept to AstraZeneca in writing within [********] after Targacept’s 30 days following receipt of such CSO Agreement. Prior written notice) to enter into such agreement with PRN on the First Commercial Sale with respect to a Co-Promoted Product, AstraZeneca shall assign to Targacept, same terms and Targacept shall assume, the applicable CSO Agreement. Each CSO Agreement shall provide that Targacept may offer employment on terms determined by Targacept to the sales representatives and sales managers hired by the CSO. Except as provided in this Section 1(c), or as otherwise agreed in writing by the Parties, Targacept shall not have the right to use a CSO to Co-Promote a Co-Promoted Productconditions.