Common use of Co-Promotion Clause in Contracts

Co-Promotion. In the Shared Territory, Medivation shall have an option (the “Co-Promotion Option”) to participate with Astellas in detailing and promoting (but not selling) each Product to Prescribers, on the terms and conditions set forth in this Section 6.9. Such Co-Promotion Option may be exercised by Medivation, on a Product-by-Product basis, [*] in the Shared Territory. If Medivation exercises such option, Medivation shall have the right to provide up to [*], and the obligation to provide at least [*], of the Promotion Effort for each Product in the Shared Territory, with the exact percentage within such range (the “Medivation Promotional Share”) to be determined by Medivation in accordance with the remainder of this Section 6.9(a). Medivation shall initially specify the level of Medivation Promotional Share (which level shall be in accordance with the previous sentence) when it exercises the Co-Promotion Option. Unless otherwise approved by the JCC, such level of Medivation Promotional Share shall remain in effect for the balance of the calendar year in which the First Commercial Sale of the Product in the Shared Territory occurs, and the first full calendar year thereafter. Commencing with the second full calendar year following the First Commercial Sale of the Product in the Shared Territory, and annually thereafter, Medivation may change the level of Medivation Promotional Share with respect to such Product, upon no less than [*] notice to the JCC, provided that the Medivation Promotional Share for any calendar year may not vary by more than [*] from the Medivation Promotional Share from the prior year and must remain within the range set forth above. Changes in the level of Medivation Promotional Share may also occur at any other time, and in any other amount, with the prior approval of the JCC.

Co-Promotion. In Upon ROCHE’s decision to file an application for Regulatory Approval in the Shared TerritoryUnited States of a Licensed Product for any Indication other than rheumatoid arthritis (which decision is expected to occur at least [***] ([***]) [***] prior to filing any such application) (such decision, Medivation the “Commercialization Decision”), ROCHE shall notify SYNTA in writing within twenty (20) Business Days thereof. For clarity, such obligation of ROCHE to notify SYNTA of any Commercialization Decision shall apply to all Licensed Products with respect to which the Commercialization Decision is made. On a Licensed Product-by-Licensed Product basis, SYNTA shall have an option the right to participate in the Co-promotion of any Licensed Product in the United States for the applicable Indication (the “Co-Promotion promotion Option”). SYNTA may exercise its Co-promotion Option by providing written notice to ROCHE within [***] ([***]) [***] after receipt of ROCHE’s Commercialization Decision notice, in which event the minimum terms set forth on Schedule 5.3 shall apply. If SYNTA does not exercise its Co-promotion Option within such [***] ([***]) [***] period, then SYNTA shall have no further right to elect to participate with Astellas in detailing and promoting (but not selling) each Product to Prescribers, on the terms and conditions set forth in this Section 6.9. Such Co-Promotion Option may be exercised by Medivation, on a Product-by-promotion of such Licensed Product basis, [*] in the Shared Territory. If Medivation exercises such optionUnited States for the applicable Indication; provided, Medivation however, that the Co-promotion Option shall have the right continue to provide up apply to [*]any and all subsequent Licensed Products, and the obligation failure of SYNTA to provide at least [*], of the Promotion Effort for each Product in the Shared Territory, with the exact percentage within such range (the “Medivation Promotional Share”) to be determined by Medivation in accordance with the remainder of this Section 6.9(a). Medivation shall initially specify the level of Medivation Promotional Share (which level shall be in accordance with the previous sentence) when it exercises the exercise its Co-Promotion Option. Unless otherwise approved by the JCC, such level of Medivation Promotional Share promotion Option with respect to any Licensed Product for any Indication shall remain in effect for the balance of the calendar year in which the First Commercial Sale of the Product in the Shared Territory occurs, and the first full calendar year thereafter. Commencing with the second full calendar year following the First Commercial Sale of the Product in the Shared Territory, and annually thereafter, Medivation may change the level of Medivation Promotional Share not prevent or waive SYNTA’s right to exercise its Co-promotion Option with respect to such Licensed Product for any other Indication or with respect to any other Licensed Product, upon no less than [*] notice . Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the JCC, provided that the Medivation Promotional Share for any calendar year may not vary by more than [*] from the Medivation Promotional Share from the prior year and must remain within the range set forth above. Changes in the level of Medivation Promotional Share may also occur at any other time, and in any other amount, with the prior approval Company’s application requesting confidential treatment under Rule 24b-2 of the JCCSecurities Exchange Act of 1934, as amended.

Co-Promotion. In the Shared Territory, Medivation Co-Promotion Option. ARIAD shall have an option (the “Co-Promotion Option”) to participate with Astellas in detailing and promoting (but not selling) each Product to Prescribers, on the terms and conditions set forth in this Section 6.9. Such Coco-Promotion Option may be exercised by Medivation, on a Product-by-Product basis, [*] in the Shared Territory. If Medivation exercises such option, Medivation shall have the right to provide up to [*], and the obligation to provide at least [*], of the Promotion Effort for each promote Product in the Shared Territory, with the exact percentage within such range (the “Medivation Promotional Share”) to be determined by Medivation Field in [***] and [***] in accordance with the remainder of this Section 6.9(a)Article 16. Medivation shall initially specify the level of Medivation Promotional Share (which level The Co-Promotion Option shall be exercisable at any time between the [***] of the First Commercial Sale in accordance [***] or [***] (as applicable) and the expiration of the Full Royalty Term in such country (the “Option Exercise Period”); provided, however, that the Co-Promotion Option shall only be exercisable in [***] if co-promotion of pharmaceutical products is permitted pursuant to Applicable Laws in [***] and is authorized under Otsuka’s (or its relevant Sublicensee’s) and ARIAD’s (or its Affiliate’s) operating licenses and permits in [***]. Upon Otsuka’s receipt of written notice from ARIAD that ARIAD in good faith intends to exercise its Co-Promotion Option, Otsuka shall use commercially reasonable efforts, and shall cause its relevant Sublicensee, if any, to use commercially reasonable efforts, to obtain authorization to co-promote pharmaceutical products under its operating licenses and permits in [***]. ARIAD may exercise the Co-Promotion Option (with respect to [***], if permitted and authorized) by giving Otsuka at least [***] ([***]) [***] prior written notice (each, a Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the previous sentence) when it Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. “Co-Promotion Notice”), with such Co-Promotion Notice to take effect no earlier than the first day of the Option Exercise Period for the relevant country. In the event ARIAD exercises the Co-Promotion Option. Unless otherwise approved Option in [***] (if permitted and authorized), Otsuka shall invoice ARIAD for [***] percent ([***]%) of all out-of-pocket costs incurred by the JCC, such level Otsuka and/or its Sublicensees in connection with development and Registration of Medivation Promotional Share shall remain in effect for the balance of the calendar year in which the First Commercial Sale of the Product in the Shared Territory occurs[***], and ARIAD shall pay the first full calendar year thereafter. Commencing with the second full calendar year following the First Commercial Sale of the Product in the Shared Territory, and annually thereafter, Medivation may change the level of Medivation Promotional Share with respect invoiced amount to such Product, upon no less than Otsuka within [***] notice to the JCC, provided that the Medivation Promotional Share for any calendar year may not vary by more than ([*] from the Medivation Promotional Share from the prior year and must remain within the range set forth above. Changes in the level **]) days of Medivation Promotional Share may also occur at any other time, and in any other amount, with the prior approval receipt of the JCCsuch invoice.