Common use of Marketing and Promotion Clause in Contracts

Marketing and Promotion. 10.1 Upon obtaining all necessary Regulatory Approvals, AEON shall use Commercially Reasonable Efforts to Commercialize Product in the Territory in the Field. Subject to the terms and conditions of this Agreement, AEON shall be responsible for the establishment and implementation for Commercialization of Product in the Territory in the Field as set forth in Initial Marketing Plan. AEON will discuss with DAEWOONG the following: (a) Initial Marketing Plan for Product within [***] after obtaining Marketing Authorization in the Territory in the Field; and (b) Annual Marketing Plan [***] prior to the end of each calendar year. 10.2 AEON shall submit to DAEWOONG semi-annual review reports on January 1 and July 31 of each calendar year which will include, but without limitation, the following, with respect to Product in the Territory in the Field: (a) customer requirements with respect to Product; (b) market analysis; (c) competition; (d) any primary or secondary market research; (e) details of any changes in applicable laws in Territory; and (f) all in market sales data. 10.3 For the avoidance of doubt, AEON will bear all costs and expenses related to the activities related to Commercialization of Product in the Territory in the Field as well as cost related to obtaining and maintaining associated Marketing Authorizations. 10.4 AEON shall use Commercially Reasonable Efforts to Commercialize Product in the Territory in the Field and to provide physicians, practitioners and other prescribers with information and support related to Product in the Territory in the Field. AEON’s obligations in connection with Commercialization of Product in the Territory are set out in Initial Marketing Plan. Further, on at least a Calendar Year basis, AEON shall provide DAEWOONG with a written summary of AEON’s planned and completed Commercialization activities with respect to Product in the Territory, covering subject matter at a level of detail sufficient to enable DAEWOONG to determine AEON’s compliance with its diligence obligations in this Article 10. 10.5 AEON will, in implementing the Marketing Plan, use Commercially Reasonable Efforts to protect and preserve the good image and reputation of DAEWOONG and Product, and shall ensure that no marketing or promotional effort will violate any applicable laws.

Marketing and Promotion. 10.1 Upon obtaining all necessary Regulatory ApprovalsSubject to the granting of required ----------------------- regulatory approvals and registrations to sell Product, AEON during the Term, Bard shall use Commercially Reasonable Efforts commercially reasonable efforts to Commercialize market and promote Product to Urologists and Managed Care Organizations in the U.S. and, subject to expansion of the Territory pursuant to Paragraph 4.4, shall use commercially reasonable efforts to market and promote Product to Urologists in the Territory outside the U.S. in a manner intended to maximize sales and market penetration of Product at the earliest date and consistent with the Bard Marketing Plan presented annually to the Joint Marketing Committee by Bard pursuant to Paragraph 5.3 hereof. Promotion by Bard during the first three (3) years following the Product Launch Date shall: (i) average at least [*] Product presentations to Urologists per year, and (ii) include a minimum of [*] Product presentations to Urologists per year. The parties hereby expressly acknowledge and agree that the aforementioned presentations may be made by Bard on Product alone or may be made in conjunction with the presentation of one or more products of Bard and/or its Affiliates, provided however, if any such presentation of Product is made in conjunction with one or more products of Bard and/or its Affiliates, Bard shall assure that a fair presentation of Product is given. In addition to Bard's expenditures for such direct marketing and promotional presentations, Bard's marketing and promotional efforts shall further include additional promotional expenditures (the amount of which shall be determined by Bard in its sole judgment) for promotional brochures, conventions and exhibits, and educational programs consistent with the Bard Marketing Plan approved by the Joint Marketing Committee. Additionally, Bard shall include Product in any applicable prostate disease management program sponsored by Bard. Further, Bard hereby covenants to Cytogen that, during the remainder of the Term following the Product Launch Date, Bard shall maintain a sales force of not less than forty four (44) competent persons * [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B- 2.] dedicated to promoting medical products to Urologists in the FieldU.S. on a full time basis. Subject to In the terms and conditions of this Agreement, AEON shall be responsible for event Bard breaches the establishment and implementation for Commercialization of Product in the Territory in the Field as covenant set forth in Initial Marketing Plan. AEON will discuss with DAEWOONG the following: immediately preceding sentence and fails to cure such breach written ninety (a90) Initial Marketing Plan for Product within [***] after obtaining Marketing Authorization in days of receipt of written demand from Cytogen, Cytogen, as its sole and exclusive remedy, shall have the Territory in the Field; and (b) Annual Marketing Plan [***] prior right to the end of each calendar yearimmediately terminate this Agreement upon notice to Bard. 10.2 AEON shall submit to DAEWOONG semi-annual review reports on January 1 and July 31 of each calendar year which will include, but without limitation, the following, with respect to Product in the Territory in the Field: (a) customer requirements with respect to Product; (b) market analysis; (c) competition; (d) any primary or secondary market research; (e) details of any changes in applicable laws in Territory; and (f) all in market sales data. 10.3 For the avoidance of doubt, AEON will bear all costs and expenses related to the activities related to Commercialization of Product in the Territory in the Field as well as cost related to obtaining and maintaining associated Marketing Authorizations. 10.4 AEON shall use Commercially Reasonable Efforts to Commercialize Product in the Territory in the Field and to provide physicians, practitioners and other prescribers with information and support related to Product in the Territory in the Field. AEON’s obligations in connection with Commercialization of Product in the Territory are set out in Initial Marketing Plan. Further, on at least a Calendar Year basis, AEON shall provide DAEWOONG with a written summary of AEON’s planned and completed Commercialization activities with respect to Product in the Territory, covering subject matter at a level of detail sufficient to enable DAEWOONG to determine AEON’s compliance with its diligence obligations in this Article 10. 10.5 AEON will, in implementing the Marketing Plan, use Commercially Reasonable Efforts to protect and preserve the good image and reputation of DAEWOONG and Product, and shall ensure that no marketing or promotional effort will violate any applicable laws.

Marketing and Promotion. 10.1 Upon obtaining all necessary Regulatory ApprovalsCoeptis will use its reasonable commercial efforts to actively market, AEON shall use Commercially Reasonable Efforts to Commercialize Product in promote and sell Products within the Territory in the Field. Subject Territory, including but not limited to the terms utilization of contracted sales organizations, co-promotion partners, marketing agencies, and conditions other third party promotional parties, in accordance with the applicable Marketing Plan (as defined below). Without limiting the generality of this Agreementthe foregoing, AEON the Parties, as applicable, agree to the following terms: 3.1.1. Within 90 days from the Effective Date, Coeptis shall be responsible prepare and deliver to Kitov a detailed prelaunch plan for the establishment and implementation for Commercialization of Product in Products (the Territory in the Field as set forth in Initial “Pre-Launch Marketing Plan. AEON will discuss ”) substantially consistent with DAEWOONG the following: (a) Initial Marketing Plan for Product within [***] after obtaining Marketing Authorization plan in the Territory in the Field; and (b) Annual Marketing Plan [***] Exhibit D. Not less than 60 days prior to the end of each calendar year during the Term of this Agreement, Coeptis shall prepare and deliver to Kitov an updated multi-year sales and marketing plan for the Products (the “Annual Marketing Plans”, and together with the Pre-Launch Marketing Plan the “Marketing Plans”). The Pre-Launch Marketing Plan and the Annual Marketing Plans shall contain specific objectives, targets and forecasts for sales during the calendar year. 10.2 AEON shall submit , Product pricing and the marketing and/or promotional and/or reimbursement qualification activities Coeptis intends to DAEWOONG semi-annual review reports on January 1 and July 31 of each calendar year which will includeundertake (including specific details, but without limitation, the following, with respect to Product in the Territory in the Field: (a) customer requirements with respect to Product; (b) market analysis; (c) competition; (d) any primary or secondary market research; (e) details of any changes in applicable laws in Territory; and (f) all in market sales data. 10.3 For the avoidance of doubt, AEON will bear all costs and expenses related to the activities related to Commercialization of Product extent known, regarding Coeptis’s participation in the Territory in the Field exhibitions and conferences, patient advocacy programs, arrangements with Key Opinion Leaders, as well as cost related specific details regarding Coeptis’s intended applications to obtaining insuring bodies for reimbursement coverage. The Annual Marketing Plans will stipulate a budget to be dedicated solely to marketing and/or promotional and/or reimbursement qualification activities; and 3.1.2. The Annual Marketing Plans will include a target number of sales force representatives for the marketing and maintaining associated Marketing Authorizations. 10.4 AEON shall use Commercially Reasonable Efforts to Commercialize Product in sale of the Territory in the Field and to provide physicians, practitioners and other prescribers with information and support related to Product in the Territory in the Field. AEON’s obligations in connection with Commercialization of Product in the Territory are set out in Initial Marketing Plan. Further, on at least a Calendar Year basis, AEON shall provide DAEWOONG with a written summary of AEON’s planned and completed Commercialization activities with respect to Product in the Territory, covering subject matter at a level of detail sufficient to enable DAEWOONG to determine AEON’s compliance with its diligence obligations in this Article 10. 10.5 AEON will, in implementing the Marketing Plan, use Commercially Reasonable Efforts to protect and preserve the good image and reputation of DAEWOONG and Product. Coeptis shall ensure that such representatives shall be appropriately trained, and shall ensure that no marketing or promotional effort will violate obtain their undertaking to perform their responsibilities in a professional manner and in compliance with all applicable laws and regulations. Coeptis shall be solely responsible for such representatives’ engagement terms, including for compensating and insuring such representatives, and for any and all applicable lawsmandatory payments and remittances. 3.1.3. Coeptis shall have the sole right to determine and set Product prices in the Territory, which shall all be in accordance with the Pre-Launch Marketing Plan and the Annual Marketing Plans.

Marketing and Promotion. 10.1 Upon obtaining all necessary Regulatory Approvals, AEON EVOLUS shall use Commercially Reasonable Efforts to Commercialize Product in the Territory in the FieldTerritory. Subject to the terms and conditions of this Agreement, AEON EVOLUS shall be responsible for the establishment and implementation for Commercialization of Product in the Territory in the Field as set forth in Initial Marketing Plan. AEON EVOLUS will discuss with DAEWOONG the following: (a) Initial Marketing Plan for Product within [***] after obtaining Marketing Authorization in the Territory in the FieldTerritory; and (b) Annual Marketing Plan [***] prior to the end of each calendar year. 10.2 AEON EVOLUS shall submit to DAEWOONG semi-annual review reports on January 1 and July 31 of each calendar year which will include, but without limitation, the following, with respect to Product in the Territory in the Field: (a) customer requirements with respect to Product; (b) market analysis; (c) competition; (d) any primary or secondary market researchresearch on Product in the Territory; (e) details of any changes in applicable laws in Territory; and (f) all in in-market sales data. 10.3 For the avoidance of doubt, AEON EVOLUS will bear all costs and expenses related to the activities related to Commercialization of Product in the Territory in the Field as well as cost related to obtaining and maintaining associated Marketing AuthorizationsAuthorization. 10.4 AEON EVOLUS shall use Commercially Reasonable Efforts to Commercialize Product in the Territory in the Field and to provide physicians, practitioners and other prescribers with information and support related to Product in the Territory in the FieldProduct. AEON’s EVOLUS’ obligations in connection with Commercialization of Product in the Territory are set out in Initial Marketing Plan. Further, on at least a Calendar Year basis, AEON EVOLUS shall provide DAEWOONG with a written summary of AEON’s EVOLUS’ planned and completed Commercialization activities with respect to Product in the Territory, covering subject matter at a level of detail sufficient to enable DAEWOONG to determine AEON’s EVOLUS’ compliance with its diligence obligations in this Article 10. 10.5 AEON EVOLUS will, in implementing the Marketing Plan, use Commercially Reasonable Efforts to protect and preserve the good image and reputation of DAEWOONG and Product, and shall ensure that no marketing or promotional effort will violate any applicable laws.

Marketing and Promotion. 10.1 Upon obtaining all necessary Regulatory Approvals, AEON EVOLUS shall use Commercially Reasonable Efforts to Commercialize Product in the Territory in the FieldTerritory. Subject to the terms and conditions of this Agreement, AEON EVOLUS shall be responsible for the establishment and implementation for Commercialization of Product in the Territory in the Field as set forth in Initial Marketing Plan. AEON XXXXXX will discuss with DAEWOONG XXXXXXXX the following: (a) Initial Marketing Plan for Product within [***] after obtaining Marketing Authorization in the Territory in the FieldTerritory; and (b) Annual Marketing Plan [***] prior to the end of each calendar year. 10.2 AEON EVOLUS shall submit to DAEWOONG semi-annual review reports on January 1 and July 31 of each calendar year which will include, but without limitation, the following, with respect to Product in the Territory in the Field: (a) customer requirements with respect to Product; (b) market analysis; (c) competition; (d) any primary or secondary market researchresearch on Product in the Territory; (e) details of any changes in applicable laws in Territory; and (f) all in in-market sales data. 10.3 For the avoidance of doubt, AEON EVOLUS will bear all costs and expenses related to the activities related to Commercialization of Product in the Territory in the Field as well as cost related to obtaining and maintaining associated Marketing AuthorizationsAuthorization. 10.4 AEON EVOLUS shall use Commercially Reasonable Efforts to Commercialize Product in the Territory in the Field and to provide physicians, practitioners and other prescribers with information and support related to Product in the Territory in the FieldProduct. AEON’s EVOLUS’ obligations in connection with Commercialization of Product in the Territory are set out in Initial Marketing Plan. Further, on at least a Calendar Year basis, AEON EVOLUS shall provide DAEWOONG with a written summary of AEON’s EVOLUS’ planned and completed Commercialization activities with respect to Product in the Territory, covering subject matter at a level of detail sufficient to enable DAEWOONG to determine AEON’s EVOLUS’ compliance with its diligence obligations in this Article 10. 10.5 AEON EVOLUS will, in implementing the Marketing Plan, use Commercially Reasonable Efforts to protect and preserve the good image and reputation of DAEWOONG and Product, and shall ensure that no marketing or promotional effort will violate any applicable laws.