InterMune’s Co-Promotion Option Clause Samples

InterMune’s Co-Promotion Option. If and only if an Opt-Out has occurred with respect to a Product: [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 4.9.1 On an Opt-Out Product-by-Opt-Out Product basis, [***] shall retain a one-time option right to co-promote each Opt-Out Product in the [***] on a fee per Detail basis (each, a “Co-Promotion Option”), subject to the provisions of this Section 4.9 and Schedule 4.9, and conditioned on InterMune and Roche or their respective Affiliates entering into a co-promotion agreement consistent with this Section 4.9 and Schedule 4.9 (“Co-Promotion Agreement”). 4.9.2 [***] shall determine the proposed [***] of each Opt-Out Product in the [***] and shall notify [***] of such proposed launch date at least [***] months in advance of such proposed launch date. 4.9.3 [***] shall notify [***] in writing of its intent to exercise the Co-Promotion Option no less than twelve (12) months prior to the expected launch date of each Opt-Out Product in the Co-Promotion Country (the “Co-Promotion Exercise Date”). 4.9.4 If [***] exercises the Co-Promotion Option in accordance with Section 4.9.3, then [***] shall enter into a Co-Promotion Agreement consistent with the terms and conditions set forth in Schedule 4.9 no later than [***]) months prior to the proposed launch date for the applicable Product. 4.9.5 Unless otherwise explicitly set forth in this Agreement, all Commercialization decisions (including decisions with respect to marketing and promotion) concerning the Opt-Out Product reside solely with [***]. Upon [***] exercising the Co-Promotion Option in accordance with this Section 4.9, the Parties shall coordinate all sales efforts and field activities in the U.S. under the direction of the JDCC (or, if no such Committee exists, the appropriate governance committee established under the Co-Promotion Agreement consistent with Section (h) of Schedule 4.9 where [***] shall have final decision-making authority provided that the Parties agree that such committee shall have no power to amend, modify or waive any of the terms of the Co-Promotion Agreement), and such efforts and activities shall be more fully described in the Co-Promotion Agreement to be entered into by the Parties. 4.9.6 Other than in connection with the assignment to an [***] Affiliate, [***] may not assign, sublicense, delegate or otherwise transfer its...