Common use of Co-Promotion Clause in Contracts

Co-Promotion. With respect to each Collaboration Product, the Parties shall enter into an agreement that sets forth the terms of the Parties’ Co-Promotion of such Collaboration Products in the Collaboration Territory no later than [**] prior to the anticipated First Commercial Sale of such Collaboration Product in the Collaboration Territory, such terms to be consistent with the high-level terms and principles set forth in this Section 7.6 (each such agreement, a “Co-Promotion Agreement”). The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant to the terms and conditions of this Agreement and the applicable Co-Promotion Agreement, provided that Verve shall book all sales of Collaboration Products in the Collaboration Territory. Any Co-Promotion Agreement entered into by the Parties pursuant to this Section 7.6 will set forth the terms under which Beam will engage in the Co-Promotion of such Collaboration Product with Verve to primary care physicians, specialists, and other agreed target customers or stakeholders in the Collaboration Territory. Each Party will provide fifty percent (50%) of the promotional effort required to promote the Collaboration Product in the Collaboration Territory at launch and throughout Commercialization in this Agreement and the allocation of the promotional effort between the Parties will be made on an equitable basis as to both the quality and quantity of the activities to be undertaken, including the identity of target prescribers and the nature of the Details. Costs incurred by the Parties for Co-Promotion activities under the Co-Promotion Agreement shall be Shared Commercialization Costs unless otherwise mutually agreed by the Parties and expressly set forth in the Co-Promotion Agreement. For clarity, the applicable Co-Promotion Agreement shall automatically be terminated on the applicable Opt-Out Date in the event Beam exercises a Beam Opt-Out Option or Verve exercises a Verve Opt-Out Option with respect to a particular Collaboration Product.

Co-Promotion. With respect to each Collaboration Product5.3.1 POZEN may co-promote any Licensed Product in the Territory in the event that: (a) [CONFIDENTIAL TREATMENT REQUESTED]; or (b) [CONFIDENTIAL TREATMENT REQUESTED]. 5.3.2 If Section 5.3.1(b) above is applicable, then, for a period of 60 days thereafter, the Parties shall enter into an will negotiate in good faith a co-promotion agreement governing the co-promotion of the applicable Licensed Product by POZEN in the Territory (with the intent that sets forth such agreement will contain terms and conditions customary for a co-promotion agreement in the pharmaceutical industry, as well as providing for a co-promotion role for POZEN in the marketing and promotion of the applicable Licensed Product commensurate with [CONFIDENTIAL TREATMENT REQUESTED] and in accordance with the Marketing Plan then in effect, although Xcel will set the sales price, [CONFIDENTIAL TREATMENT REQUESTED], and book all sales revenue). If the Parties are unable to agree on all terms of such a co-promotion agreement with respect to the Parties’ Co-Promotion applicable Licensed Product prior to expiration of such Collaboration Products 60-day period, then either Party may invoke and proceed in the Collaboration Territory no later than [**] prior to the anticipated First Commercial Sale of such Collaboration Product in the Collaboration Territory, such terms to be consistent accordance with the high-level terms and principles dispute resolution procedure set forth in this Section 7.6 (each such agreementExhibit F attached hereto. 5.3.3 If Xcel desires to enter into a co-promotion arrangement for a Licensed Product with a Third Party, a “Co-Promotion Agreement”). The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant subject to the terms set forth in Section 5.3.4 below, then Xcel will notify POZEN of such desire and conditions will accompany such notice with a description of this Agreement the intended role for such Third Party (including a description of related requirements such as the number and territory of sales representatives and the number, frequency and positioning of details). If POZEN desires to perform such co-promotion arrangement, it will notify Xcel in writing within 30 days after receipt of the corresponding notice from Xcel. In the event that POZEN is able to provide the resources that Xcel is seeking for the performance of the requirements identified by Xcel, promptly thereafter the Parties will negotiate, for a period of 60 days, a co-promotion agreement governing the co-promotion of the applicable CoLicensed Product by POZEN in the Territory (with the intent that such agreement will provide for a co-Promotion Agreementpromotion role for POZEN in the marketing and promotion of the applicable Licensed Product corresponding to the role for any Third Party described by Xcel in its notice to POZEN (and in accordance with the Marketing Plan then in effect), provided that Verve shall although Xcel will set the sales price, [CONFIDENTIAL TREATMENT REQUESTED], and book all sales of Collaboration Products revenue). If the Parties are not able to agree upon such a co-promotion agreement within such 60-day period, then Xcel may seek to have a Third Party perform the co-promotion arrangement; provided, however, that Xcel may not offer to any such Third Party terms which are, in the Collaboration Territory. Any Coaggregate, more beneficial to such Third Party than the last offer made by Xcel to POZEN during the above-Promotion Agreement entered into by the Parties pursuant referenced 60-day negotiating period without providing POZEN with a period of at least 10 days to this Section 7.6 will set forth the accept any improved terms under which Beam will engage in the Co-Promotion of such Collaboration Product with Verve Xcel intends to primary care physicians, specialists, and other agreed target customers or stakeholders in the Collaboration Territory. Each Party will provide fifty percent (50%) of the promotional effort required offer to promote the Collaboration Product in the Collaboration Territory at launch and throughout Commercialization any Third Party. 5.3.4 Notwithstanding anything in this Agreement to the contrary, (a) Xcel may enter into a co-promotion arrangement with a Third Party for Licensed Products only if such arrangement: [CONFIDENTIAL TREATMENT REQUESTED], and (b) subject to the allocation of the promotional effort between the Parties will be made on an equitable basis as to both the quality and quantity of the activities to be undertaken, including the identity of target prescribers and the nature of the Details. Costs incurred by the Parties for Co-Promotion activities under the Co-Promotion Agreement shall be Shared Commercialization Costs unless otherwise mutually agreed by the Parties and expressly limitations set forth in the Cosubsection (a) above, Xcel is not required to first offer co-Promotion Agreement. For clarity, the applicable Co-Promotion Agreement shall automatically be terminated on the applicable Opt-Out Date in the event Beam exercises a Beam Opt-Out Option or Verve exercises a Verve Opt-Out Option promotion rights to POZEN pursuant to Section 5.3.3 with respect to a particular Collaboration Productproposed co-promotion arrangement with a Third Party pursuant to which [CONFIDENTIAL TREATMENT REQUESTED].

Co-Promotion. With respect In the event that REPLIDYNE intends to each Collaboration Product, the Parties shall enter into an agreement that sets forth the terms of the Parties’ a Co-Promotion agreement for Drug Products in any country in the Territory, DSP shall have the right of first negotiation for such Co-Promotion by DSP’s Affiliates in such country in the Territory. REPLIDYNE shall notify DSP if it intends to enter into a co-promotion agreement with a Third Party in any country in the Territory. DSP shall have a period of thirty (30) days from receipt of such Collaboration Products notice (hereinafter referred to as “DSP Notice Period”) to provide to REPLIDYNE with a term sheet setting forth DSP’s Affiliate’s proposed terms for a Co-Promotion agreement with REPLIDYNE in the Collaboration Territory no later than [**] such country. If prior to the anticipated First Commercial Sale end of the DSP Notice Period, REPLIDYNE receives a term sheet from DSP’s Affiliate, then REPLIDYNE and DSP’s Affiliate, for a period of sixty (60) days or such Collaboration Product longer period of time as may be mutually agreed to by the Parties in the Collaboration Territorywriting (hereinafter referred to as “Negotiation Period”), such terms to be consistent with the high-level terms and principles set forth shall negotiate in this Section 7.6 (each such agreement, good faith a “definitive Co-Promotion Agreement”). The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant to the agreement upon mutually agreeable terms and conditions of this Agreement conditions. If REPLIDYNE and the applicable DSP’s Affiliate fail to execute such definitive Co-Promotion Agreementagreement by the end of the Negotiation Period or if DSP fails to provide REPLIDYNE with a term sheet by the end of the DSP Notice Period, provided that Verve shall book all sales DSP’s right of Collaboration Products in the Collaboration Territory. Any first negotiation with respect to any Co-Promotion Agreement entered into by arrangement for such country in the Parties pursuant to Territory shall terminate. DSP’s rights under this Section 7.6 will set forth 8.2 shall apply only to the terms under which Beam will engage in the Co-Promotion of such Collaboration Product with Verve to primary care physicians, specialistsextent consistent with, and other agreed target customers or stakeholders in the Collaboration Territory. Each Party will provide fifty percent (50%) of the promotional effort required to promote the Collaboration Product in the Collaboration Territory at launch and throughout Commercialization in this Agreement and the allocation of the promotional effort between the Parties will be made on an equitable basis as to both the quality and quantity of the activities to be undertaken, including the identity of target prescribers and the nature of the Details. Costs incurred by the Parties for Co-Promotion activities under the Co-Promotion Agreement shall be Shared Commercialization Costs unless otherwise mutually agreed by subject to, (a) REPLIDYNE’s obligations under its agreements with Third Parties, and (b) any rights that REPLIDYNE may grant to Third Party sublicensees with which REPLIDYNE agrees to develop and commercialize Drug Products, or to which REPLIDYNE grants a sublicense for the Parties development and expressly set forth in the Co-Promotion Agreement. For clarity, the applicable Co-Promotion Agreement shall automatically be terminated on the applicable Opt-Out Date in the event Beam exercises a Beam Opt-Out Option or Verve exercises a Verve Opt-Out Option with respect to a particular Collaboration Productcommercialization of Drug Products.

Co-Promotion. With If Prime elects its Co-Promote Option with respect to each a Collaboration ProductProduct in accordance with Section 5.2.4, then the Parties shall enter into an agreement that sets forth the terms of the Parties’ Co-Promotion of such Collaboration Products Product in the Beam Field in the Collaboration Territory no later than within [***] prior following Prime’s exercise of its Co-Promote Option with respect to the anticipated First Commercial Sale of such Collaboration Product in the Collaboration Territoryaccordance with Section 5.2.4, such terms to be consistent with the high-level terms and principles set forth in this Section 7.6 and with the Commercialization Plan in effect at such term and the terms of this Agreement (each such agreement, a “Co-Promotion Agreement”). The Parties shall Co-Promote the each Collaboration Products Product for which Prime elects its Co-Promote Option in accordance with Section 5.2.4 in the Collaboration Territory pursuant to the terms and conditions of this Agreement and the applicable Co-Promotion Agreement, provided that Verve shall book all sales of Collaboration Products in the Collaboration Territory[***]. Any Co-Promotion Agreement entered into by the Parties pursuant to this Section 7.6 will set forth the terms under which Beam Prime will engage in the Co-Promotion of such Collaboration Product with Verve Beam to primary care physicians, specialists, and other agreed target customers or stakeholders in the Collaboration Territory. Each Party will provide fifty [***] percent (50[***]%) of the promotional effort required to promote the any such Collaboration Product in the Collaboration Territory at launch and throughout Commercialization in under this Agreement and the allocation of the promotional effort between the Parties will be made on an equitable basis as to both the quality and quantity of the activities to be undertaken, including the identity of target prescribers and the nature of the Details. Costs incurred by the Parties for Co-Promotion activities under the any Co-Promotion Agreement shall be Shared Commercialization Costs unless otherwise mutually agreed by the Parties and expressly set forth in the Co-Promotion Agreement. For clarity, the applicable Co-Promotion Agreement shall automatically be terminated on the applicable Opt-Out Date in the event Beam exercises a Beam Opt-Out Option or Verve exercises a Verve Opt-Out Option with respect to a particular Collaboration Product.

Co-Promotion. With respect (a) At any time during the Term, POZEN will have the option to each Collaboration Productco-promote the Lead Product in the Territory (the “Co-Promotion Option”) exercisable upon delivery of written notice to GSK. Such co-promotion arrangement will be under GSK’s management, in its discretion [***]. If POZEN exercises its Co-Promotion Option, the Parties shall enter into an will commence good faith negotiations of a separate co-promotion agreement that sets forth (the terms of the Parties’ Co-Promotion of such Collaboration Products in the Collaboration Territory no later than [**] prior to the anticipated First Commercial Sale of such Collaboration Product in the Collaboration Territory, such terms to be consistent with the high-level terms and principles set forth in this Section 7.6 (each such agreement, a “Co-Promotion Agreement”)) under which POZEN will co-promote the Lead Product in the Territory. The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant to the terms and conditions of this Agreement and the applicable Co-Promotion Agreement, provided that Verve shall book all sales of Collaboration Products in the Collaboration Territory. Any Co-Promotion Agreement entered into will be executed by the Parties pursuant to this Section 7.6 within a period of [***] following POZEN’s notice of exercise of the Co-Promotion Option and will set forth the terms and conditions under which Beam POZEN will co-promote the Lead Product, including POZEN’s right to co-promote to target physicians of its choice (except headache clinics that are GSK managed care contracting accounts), GSK will allow POZEN to attend [***] training courses specific to the Lead Product (a schedule of which will be provided to POZEN and not including internal GSK sales meetings), a mutual non-solicitation provision, POZEN’s right to elect to discontinue its co-promotion efforts upon [***] to GSK, together with such [***] and customary terms and conditions upon which the Parties may agree during the [***] period. (b) If at any time during the Term, GSK elects to engage a Third Party to conduct sales and promotional activities in connection with the Lead Product in the CoTerritory, GSK will notify POZEN in writing thereof and offer to POZEN the right to submit a proposal to provide such sales and promotional activities, either on an exclusive or non-Promotion exclusive basis, as GSK may determine. [***] The Parties agree and acknowledge that any such co-promotion activities will be made upon terms and conditions as agreed by the Parties. (c) POZEN’s option to co-promote as described herein will immediately expire, unless otherwise agreed by GSK in its sole discretion, if POZEN undergoes a Change of Control. For purposes hereof, “Change of Control” means, at any time, (i) the adoption or consummation of any plan or agreement of merger, consolidation, reorganization or other business combination of POZEN the result of which is that the holders of the voting stock of POZEN (prior to the adoption or consummation of such Collaboration Product with Verve to primary care physiciansmerger, specialistsconsolidation, and reorganization, or other agreed target customers or stakeholders in the Collaboration Territory. Each Party will provide business combination) hold less than fifty percent (50%) of the promotional effort required to promote the Collaboration Product in the Collaboration Territory at launch and throughout Commercialization in this Agreement and the allocation voting stock of the promotional effort between surviving entity of such merger, consolidation, reorganization, or other business combination, (ii) the Parties will be made on an equitable basis as to both consummation of any sale, lease, exchange or other transfer of all or substantially all the quality and quantity assets of POZEN or (iii) the acquisition of fifty percent (50%) or more of POZEN’s voting stock by any “person” within the meaning of Section 13(d)(3) of the activities to be undertakenSecurities Exchange Act of 1934, including the identity of target prescribers and the nature of the Details. Costs incurred by the Parties for Co-Promotion activities under the Co-Promotion Agreement shall be Shared Commercialization Costs unless otherwise mutually agreed by the Parties and expressly set forth in the Co-Promotion Agreement. For clarity, the applicable Co-Promotion Agreement shall automatically be terminated on the applicable Opt-Out Date in the event Beam exercises a Beam Opt-Out Option or Verve exercises a Verve Opt-Out Option with respect to a particular Collaboration Productas amended.

Co-Promotion. With respect Pursuant to each Collaboration Productthe rights granted under Section 2.7, the Parties following provisions, in addition to the Co-Promotion Terms, shall enter into an agreement that sets forth the terms of govern the Parties’ Co-Promotion activities regarding Commercialization of such Collaboration Licensed Products in the Collaboration Territory no later than [**] prior to the anticipated First Commercial Sale of such Collaboration Product in the Collaboration Territory, such terms to be consistent with the high-level terms and principles set forth in this Section 7.6 (each such agreement, a “Co-Promotion Agreement”). The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant to the terms and conditions of this Agreement and the applicable Co-Promotion Agreement, provided that Verve shall book all sales of Collaboration Products in the Collaboration Territory. Any Co-Promotion Agreement entered into by the Parties pursuant to this Section 7.6 will set forth the terms under which Beam will engage in the Co-Promotion Territory: 7.2.1. The obligations of such Collaboration Product Xxxxxx in Section 7.1 for the Xxxxxx Exclusive Territory shall apply to each Party in the Co-Promotion Territory. ** Indicates that certain information contained herein has been omitted and filed separately with Verve the Securities and Exchange Commission. Confidential treatment has been requested with respect to primary care physicians, specialiststhe omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and other agreed target customers or stakeholders such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions 7.2.2. Xxxxxx and CTI will jointly direct the training of both Parties’ Sales Representatives for the Co-Promotion Territory (together with the first line managers who oversee such Sales Representatives) and will prepare and implement a training program and training materials for such Sales Representatives. Both Parties will cause its Sales Representatives assigned to Promote Licensed Products to attend and complete a training program developed by Xxxxxx and CTI for the Licensed Product in the Collaboration TerritoryCo-Promotion Territory to assure a consistent, focused on-label Promotional strategy and message as and to the extent consistent with applicable Law. 7.2.3. Each Party will provide fifty percent (50%) be solely responsible for recruiting, hiring and maintaining its sales force of the promotional effort required to promote the Collaboration Product Sales Representatives for Promotion of Licensed Products in the Collaboration Territory at launch and throughout Commercialization in this Agreement and the allocation of the promotional effort between the Parties will be made on an equitable basis as to both the quality and quantity of the activities to be undertaken, including the identity of target prescribers and the nature of the Details. Costs incurred by the Parties for Co-Promotion activities under the Co-Promotion Territory in accordance with its standard procedures and the requirements of this Agreement. Each Party will be responsible for the activities of its Sales Representatives, including compliance by its Sales Representatives with training and Detailing requirements. In particular, each Party will provide its Sales Representatives assigned to Promote Licensed Products in the Co-Promotion Territory with the level of oversight, management, direction and sales support with respect to the Promotion of the Licensed Product necessary to effectively and efficiently Promote Licensed Product in accordance with the terms of this Agreement and applicable Law. If either Party or a knowledgeable Third Party, such as a health care professional or representative of a competitor, raises any concern with the other Party regarding the performance or fitness of such other Party’s Sales Representative, such other Party will appropriately address such concerns in a manner consistent with the provisions of this Agreement, the Commercialization Plan, such Party’s policies and procedures and applicable Law, including removal of such Field Representative from the Promotion of Licensed Products and shall inform the notifying Party of the resolution of the concern. 7.2.4. Each Party’s Sales Representatives assigned to Promote the Licensed Product in the Co-Promotion Territory will utilize only Promotional materials that have been approved by the JCC and Xxxxxx’x and CTI’s promotional review committees. Neither Party, including without limitation, their Sales Representatives, is permitted to create “home-made” promotional pieces, and each Party shall maintain policies that prohibit such activity. All Detailing activities conducted by each Party’s Sales Representatives will be consistent in all material respects with the Promotional materials so approved. Each Party will train and instruct their respective Sales Representatives to make only those statements and claims regarding the Licensed Product, including as to efficacy and safety, that are consistent with the Licensed Product labeling and accompanying inserts and the approved Promotional materials, as well as applicable Laws and regulations. 7.2.5. For the purposes of cost allocation, and to the extent a Sales Representative is Detailing additional products beyond the Licensed Product, such FTE cost will reflect the time actually spent on the Licensed Product, and not any other additional products. 7.2.6. If either Party is not at any particular time able to provide, for any reason, the number of Sales Representatives specified in the Commercialization Plan, Co-Promotion Terms ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions or Co-Promotion Agreement (as applicable), then the other Party will have the right to make up such shortfall using its Sales Representatives until such time as such Party is able to provide its agreed upon number of Sales Representatives, and, for clarity, appropriate costs related to such shortfall incurred by the other Party shall be Shared Commercialization Costs unless otherwise mutually agreed by included in the Parties calculation of Operating Profit or Loss. CTI and expressly Xxxxxx will engage Sales Representatives having the minimum qualifications set forth in the Co-Promotion AgreementTerms. For clarityEach Party agrees that any of its Sales Representatives conducting activities with respect to the Licensed Product will not have any legal or regulatory disqualifications, bars or sanctions, and if a Party learns that a Sales Representative is subject to such disqualifications, bars or sanctions, such Sales Representative shall be terminated immediately (subject to applicable Law). 7.2.7. Each Party will maintain records and otherwise establish procedures designed to ensure compliance with all applicable Laws and professional requirements that apply to the applicable Promotion and marketing of Licensed Product in the Co-Promotion Agreement Territory, including compliance with the PhRMA Code on Interactions with Healthcare Professionals. 7.2.8. Each Commercialization Plan shall automatically be terminated on include a section planning and updating the applicable OptCo-Out Date in Promotion activities of the event Beam exercises a Beam Opt-Out Option or Verve exercises a Verve Opt-Out Option with respect to a particular Collaboration ProductParties.