Common use of Co-Promotion Rights Clause in Contracts

Co-Promotion Rights. (a) Enanta and Xxxxxx hereby acknowledge and agree that the overall objective of co-promotion is to reach a broad customer audience, avoid confusion and redundancy of the marketing message for Co-Promoted Products and maximize the particular strengths that the Parties bring to the Co-Promotion of Co-Promoted Products. In connection therewith, it is the expectation of the Parties that each Marketing and Sales Plan shall provide that Enanta will perform up to the Enanta Co-Development Percentage of the total Detailing effort made each Calendar Year applicable to Co-Promoted Products in the Co-Promotion Territory (the “Co-Promotion Detailing Target”); provided, that, the allocation of the Detailing obligations between the Parties shall take into account the position of the Detail, the number of calls and the quality/difficulty and relative importance of the target audience. All such Detailing calls shall be made in such markets as the JDCC reasonably considers to be appropriate for the successful Commercialization of such Co-Promoted Product based on objective, quantifiable information and market research data with the objectives of allocating to each of Enanta and Xxxxxx target audience and accounts from which each such Party will have the opportunity to attain its Co-Promotion Detailing Target. Notwithstanding the commercially reasonable and diligent efforts of the Parties to effect an objective allocation of individual accounts and target audience between the Parties, the Parties recognize that it may be necessary from time to time to reassign individual accounts and/or target audience between the Parties and the JDCC shall be entitled to review the allocation of accounts as it reasonably determines to be appropriate. (b) The object of Co-Promotion is to increase Co-Promotion efforts to the Co-Promotion Target Audience with a consistent marketing message. It is recognized that the Parties bring particular strengths to the ongoing Commercialization of Co-Promoted Products in the Co-Promotion Territory. With respect to each Co-Promoted Product, the JDCC will assign to each Party a role in Commercialization functions and activities as the JDCC considers to be reasonably appropriate for the successful Commercialization of such Co-Promoted Product. (c) Xxxxxx shall xxxxx to Enanta a co-exclusive (together with Xxxxxx and its Affiliates), royalty-free license, with the right to grant sublicenses solely to Affiliates, under the Xxxxxx Technology and Xxxxxx Patent Rights, to Co-Promote Co-Promoted Products in the Co-Promotion Territory. (d) Enanta and Xxxxxx shall use an integrated sales force to Detail each Co-Promoted Product. In connection therewith, neither Party will, without the other Party’s prior written consent, use a Representative to Detail a Co-Promoted Product if that Representative is also Detailing a product that is approved for an indication that is directly competitive with the Co-Promoted Product. Enanta and Xxxxxx hereby agree that each such Party shall be responsible for ensuring that its Representatives Detail each Co-Promoted Product in a manner consistent with the Marketing and Sales Plan and/or the decisions of the JDCC. Notwithstanding the foregoing, in performing their respective Detailing obligations hereunder, each of the Parties agrees to (a) use Representatives with an experience profile appropriate for the target audience and Detailing role as described in the Marketing and Sales Plan; (b) provide its own sales management organization and infrastructure for its Representatives and (c) Detail the Co-Promoted Product in the first or second position.

Co-Promotion Rights. (a) Enanta and Xxxxxx Abbott hereby acknowledge and agree that the overall objective of co-promotion is to reach a broad customer audience, avoid confusion and redundancy of the marketing message for Co-Promoted Products and maximize the particular strengths that the Parties bring to the Co-Promotion of Co-Promoted Products. In connection therewith, it is the expectation of the Parties that each Marketing and Sales Plan shall provide that Enanta will perform up to the Enanta Co-Development Percentage of the total Detailing effort made each Calendar Year applicable to Co-Promoted Products in the Co-Promotion Territory (the “Co-Promotion Detailing Target”); provided, that, the allocation of the Detailing obligations between the Parties shall take into account the position of the Detail, the number of calls and the quality/difficulty and relative importance of the target audience. All such Detailing calls shall be made in such markets as the JDCC reasonably considers to be appropriate for the successful Commercialization of such Co-Promoted Product based on objective, quantifiable information and market research data with the objectives of allocating to each of Enanta and Xxxxxx Abbott target audience and accounts from which each such Party will have the opportunity to attain its Co-Promotion Detailing Target. Notwithstanding the commercially reasonable and diligent efforts of the Parties to effect an objective allocation of individual accounts and target audience between the Parties, the Parties recognize that it may be necessary from time to time to reassign individual accounts and/or target audience between the Parties and the JDCC shall be entitled to review the allocation of accounts as it reasonably determines to be appropriate. (b) The object of Co-Promotion is to increase Co-Promotion efforts to the Co-Promotion Target Audience with a consistent marketing message. It is recognized that the Parties bring particular strengths to the ongoing Commercialization of Co-Promoted Products in the Co-Promotion Territory. With respect to each Co-Promoted Product, the JDCC will assign to each Party a role in Commercialization functions and activities as the JDCC considers to be reasonably appropriate for the successful Commercialization of such Co-Promoted Product. (c) Xxxxxx shall xxxxx to Enanta a co-exclusive (together with Xxxxxx Abbott and its Affiliates), royalty-free license, with the right to grant sublicenses solely to Affiliates, under the Xxxxxx Technology and Xxxxxx Abbott Patent Rights, to Co-Promote Co-Promoted Products in the Co-Promotion Territory. (d) Enanta and Xxxxxx Abbott shall use an integrated sales force to Detail each Co-Promoted Product. In connection therewith, neither Party will, without the other Party’s prior written consent, use a Representative to Detail a Co-Promoted Product if that Representative is -1- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1177648/000119312512454422/d401292dex101.htm 121/136 also Detailing a product that is approved for an indication that is directly competitive with the Co-Promoted Product. Enanta and Xxxxxx Abbott hereby agree that each such Party shall be responsible for ensuring that its Representatives Detail each Co-Promoted Product in a manner consistent with the Marketing and Sales Plan and/or the decisions of the JDCC. Notwithstanding the foregoing, in performing their respective Detailing obligations hereunder, each of the Parties agrees to (a) use Representatives with an experience profile appropriate for the target audience and Detailing role as described in the Marketing and Sales Plan; (b) provide its own sales management organization and infrastructure for its Representatives and (c) Detail the Co-Promoted Product in the first or second position.

Co-Promotion Rights. (a) Enanta 13.1 ARIAD and Xxxxxx MERCK hereby acknowledge and agree that the overall objective of co-promotion in the U.S. Territory is to reach a broad customer audience, avoid confusion and redundancy ensure consistency of the marketing message for Co-Promoted Products and maximize the particular strengths that the Parties bring to the Co-Promotion of Co-Promoted Products. In connection therewith, it is the expectation of the Parties that each Marketing and Sales Plan shall provide that Enanta will perform up to the Enanta Co-Development Percentage of the total Detailing effort made each Calendar Year applicable to Co-Promoted Products in the Co-Promotion Territory (the “Co-Promotion Detailing Target”); provided, that, the allocation of the Detailing obligations between the Parties shall take into account the position of the Detail, the number of calls and the quality/difficulty and relative importance of the target audience. All such Detailing calls shall be made in such markets as the JDCC MERCK reasonably considers to be appropriate for the successful Commercialization of such Co-Promoted Product based on objective, quantifiable information and market research data with the objectives of allocating to each of Enanta ARIAD and Xxxxxx MERCK target audience and accounts from which each such Party will have the opportunity to attain its Co-Promotion Detailing TargetTarget and of maximizing Operating Income. Notwithstanding the commercially reasonable and diligent efforts of the Parties to effect an objective allocation of individual accounts and target audience between the Parties, the Parties recognize that it may be necessary from time to time to reassign individual accounts and/or target audience between the Parties and the JDCC MERCK shall be entitled to review the allocation of accounts as it reasonably determines to be appropriate. (b) . The object Parties acknowledge and agree that MERCK will be the Responsible Party for overseeing and assessing the performance of the Detailing and Co-Promotion is to increase Co-Promotion efforts to by the Parties of the Co-Promotion Target Audience with a consistent marketing message. It is recognized that the Parties bring particular strengths to the ongoing Commercialization of Co-Promoted Products Product in the Co-Promotion Territory. With respect Territory and will provide periodic updates to each Co-Promoted Product, ARIAD and the JDCC will assign to each Party a role in Commercialization functions and activities as the JDCC considers to be reasonably appropriate for the successful Commercialization of such Co-Promoted ProductJCC. 13.2 ARIAD will provide the Basic Detail Percentage (cby FTE) Xxxxxx shall xxxxx to Enanta a co-exclusive (together and the Supplemental details in accordance with Xxxxxx and its Affiliates), royalty-free license, with the right to grant sublicenses solely to Affiliates, under the Xxxxxx Technology and Xxxxxx Patent Rights, to Co-Promote Co-Promoted Products in the Co-Promotion TerritoryAgreement. (d) Enanta 13.3 ARIAD and Xxxxxx MERCK shall use an integrated sales force to Detail each Co-Promoted Product. In connection therewith, neither Party will, without the other Party’s prior written consent, use a Representative to Detail a Co-Promoted Product if that Representative is also Detailing a product that is approved for an indication that is directly competitive with the Co-Promoted Product. Enanta ARIAD and Xxxxxx MERCK hereby agree that each such Party shall be responsible for ensuring that its Representatives Detail each Co-Promoted Product in a manner consistent with the Marketing and Sales Product Commercialization Plan and/or the decisions of the JDCCMERCK. Notwithstanding the foregoing, in performing their respective Detailing obligations hereunder, each of the Parties agrees to (ai) use Representatives with an experience profile appropriate for the target audience and Detailing role as described in the Marketing Product Commercialization Plan and Sales Plan; (bii) provide its own sales management organization and infrastructure for its Representatives. All ARIAD Representatives will have been recruited by ARIAD at ARIAD’s sole expense, and (c) Detail the Co-Promoted Product in the first or second positionall MERCK representatives will have been recruited by MERCK at MERCK’s sole expense.

Co-Promotion Rights. (a) Enanta and Xxxxxx hereby acknowledge and agree that the overall objective of co-promotion is to reach a broad customer audience, avoid confusion and redundancy of the marketing message for Co-Promoted Products and maximize the particular strengths that the Parties bring to the Co-Promotion of Co-Promoted Products. In connection therewith, it is the expectation of the Parties that each Marketing and Sales Plan shall provide that Enanta will perform up to the Enanta Co-Development Percentage of the total Detailing effort made each Calendar Year applicable to Co-Promoted Products in the Co-Promotion Territory (the “Co-Promotion Detailing Target”); provided, that, the allocation of the Detailing obligations between the Parties shall take into account the position of the Detail, the number of calls and the quality/difficulty and relative importance of the target audience. All such Detailing calls shall be made in such markets as the JDCC reasonably considers to be appropriate for the successful Commercialization of such Co-Promoted Product based on objective, quantifiable information and market research data with the objectives of allocating to each of Enanta and Xxxxxx target audience and accounts from which each such Party will have the opportunity to attain its Co-Promotion Detailing Target. Notwithstanding the commercially reasonable and diligent efforts of the Parties to effect an objective allocation of individual accounts and target audience between the Parties, the Parties recognize that it may be necessary from time to time to reassign individual accounts and/or target audience between the Parties and the JDCC shall be entitled to review the allocation of accounts as it reasonably determines to be appropriate. (b) The object of Co-Promotion is to increase Co-Promotion efforts to the Co-Promotion Target Audience with a consistent marketing message. It is recognized that the Parties bring particular strengths to the ongoing Commercialization of Co-Promoted Products in the Co-Promotion Territory. With respect to each Co-Promoted Product, the JDCC will assign to each Party a role in Commercialization functions and activities as the JDCC considers to be reasonably appropriate for the successful Commercialization of such Co-Promoted Product. (c) Xxxxxx shall xxxxx grant to Enanta a co-exclusive (together with Xxxxxx and its Affiliates), royalty-free license, with the right to grant sublicenses solely to Affiliates, under the Xxxxxx Technology and Xxxxxx Patent Rights, to Co-Promote Co-Promoted Products in the Co-Promotion Territory. (d) Enanta and Xxxxxx shall use an integrated sales force to Detail each Co-Promoted Product. In connection therewith, neither Party will, without the other Party’s prior written consent, use a Representative to Detail a Co-Promoted Product if that Representative is also Detailing a product that is approved for an indication that is directly competitive with the Co-Promoted Product. Enanta and Xxxxxx hereby agree that each such Party shall be responsible for ensuring that its Representatives Detail each Co-Promoted Product in a manner consistent with the Marketing and Sales Plan and/or the decisions of the JDCC. Notwithstanding the foregoing, in performing their respective Detailing obligations hereunder, each of the Parties agrees to (a) use Representatives with an experience profile appropriate for the target audience and Detailing role as described in the Marketing and Sales Plan; (b) provide its own sales management organization and infrastructure for its Representatives and (c) Detail the Co-Promoted Product in the first or second position.

Co-Promotion Rights. (a) Enanta ARIAD and Xxxxxx MERCK hereby acknowledge and agree that the overall objective of co-promotion in the U.S. Territory is to reach a broad customer audience, avoid confusion and redundancy ensure consistency of the marketing message for Co-Promoted Products and maximize the particular strengths that the Parties bring to the Co-Promotion of Co-Promoted Products. In connection therewith, it is the expectation of the Parties that each Marketing and Sales Plan shall provide that Enanta will perform up to the Enanta Co-Development Percentage of the total Detailing effort made each Calendar Year applicable to Co-Promoted Products in the Co-Promotion Territory (the “Co-Promotion Detailing Target”); provided, that, the allocation of the Detailing obligations between the Parties shall take into account the position of the Detail, the number of calls and the quality/difficulty and relative importance of the target audience. All such Detailing calls shall be made in such markets as the JDCC JCC reasonably considers to be appropriate for the successful Commercialization of such Co-Promoted Product based on objective, quantifiable information and market research data with the objectives of allocating to each of Enanta ARIAD and Xxxxxx MERCK target audience and accounts from which each such Party will have the opportunity to attain its Co-Promotion Detailing TargetTarget and of maximizing Operating Income. Notwithstanding the commercially reasonable and diligent efforts of the Parties to effect an objective allocation of individual accounts and target audience between the Parties, the Parties recognize that it may be necessary from time to time to reassign individual accounts and/or target audience between the Parties and the JDCC JCC shall be entitled to review the allocation of accounts as it reasonably determines to be appropriate. (b) ARIAD will provide up to [***] percent ([***]%) (at ARIAD’s discretion) of the Detailing effort, and MERCK shall provide [***] than [***] percent ([***]%) of the Detailing effort for Sarcoma Indications. The object allocation of Co-Promotion is to increase Co-Promotion efforts to the Co-Promotion Target Audience with a consistent marketing message. It is recognized that Detailing effort between the Parties bring particular strengths for all other Indications shall be determined by the JCC, depending upon the Indications that have obtained Commercialization Regulatory Approval, provided that under no circumstances shall either Party have the responsibility to provide [***] percent ([***]%) of the ongoing Commercialization of collective Detailing effort applicable to a Co-Promoted Products in the Co-Promotion TerritoryProduct for any Indication. With Neither Party shall engage a Third Party to perform activities with respect to each Co-Promoted Product, its Detailing effort unless the JDCC will assign other Party has already declined to each Party a role in Commercialization functions assume such extra details and activities as the JDCC considers to be reasonably appropriate for the successful Commercialization of such Co-Promoted Productobtain reimbursement therefor. (c) Xxxxxx shall xxxxx to Enanta a co-exclusive (together with Xxxxxx ARIAD and its Affiliates), royalty-free license, with the right to grant sublicenses solely to Affiliates, under the Xxxxxx Technology and Xxxxxx Patent Rights, to Co-Promote Co-Promoted Products in the Co-Promotion Territory. (d) Enanta and Xxxxxx MERCK shall use an integrated sales force to Detail each Co-Promoted Product. In connection therewith, neither Party will, without the other Party’s prior written consent, use a Representative to Detail a Co-Promoted Product if that Representative is also Detailing a product that is approved for an indication that is directly competitive with the Co-Promoted Product. Enanta ARIAD and Xxxxxx MERCK hereby agree that each such Party shall be responsible for ensuring that its Representatives Detail each Co-Promoted Product in a manner consistent with the Marketing and Sales Product Commercialization Plan and/or the decisions of the JDCCJCC. Notwithstanding the foregoing, in performing their respective Detailing obligations hereunder, each of the Parties agrees to (ai) use Representatives with an experience profile appropriate for the target audience and Detailing role as described in the Marketing Product Commercialization Plan and Sales Plan; (bii) provide its own sales management organization and infrastructure for its Representatives. All ARIAD Representatives will have been recruited by ARIAD at ARIAD's sole expense, and (c) Detail the Co-Promoted Product in the first or second positionall MERCK representatives will have been recruited by MERCK at MERCK's sole expense.