Negotiation, Execution and Delivery. As soon as practicable following the Initiation of first Phase 3 Clinical Trial with respect to any Cancer Indication, the Parties shall (i) commence the preparation of a Co-Promotion Agreement (the “Co-Promotion Agreement”) which shall set forth the terms applicable to the Co-Promotion of such Co-Promoted Product; (ii) conform in all material respects with the terms and conditions set forth in Schedule 5 attached hereto; and (iii) include such additional provisions as are usual and customary for inclusion in a co-promotion agreement between companies in the pharmaceutical industry of comparable sizes to the respective Parties; provided, that, the Parties hereby agree that (i) each Party will bear the costs of its own field sales force, except that, in the event of a U.S. Commercialization Transfer, MERCK will compensate ARIAD for its Co-Promotion activities at a rate set forth in the Co-Promotion Agreement., (ii) ARIAD shall provide no more than [***] percent ([***]%) and MERCK shall provide no more than [***] percent ([***]%) of the field sales force for [***], (iii) except for [***], the JCC shall determine the appropriate level of field sales force deployment of each Party depending upon the Indications that have obtained Commercialization Regulatory Approval, and (iv) under no circumstances shall either Party have the responsibility to provide less than [***] percent ([***]%) of the collective sales force efforts applicable to a Co-Promoted Product. For purposes of clarity, such additional terms shall supplement and shall not materially expand, limit or change the terms set forth on Schedule 5. The Parties shall negotiate the Co-Promotion Agreement in good faith and with sufficient diligence as is required to execute and deliver the Co-Promotion Agreement within one hundred and twenty (120) days.
Negotiation, Execution and Delivery. As soon as practicable following the exercise by ARIAD of the Co-Promotion Option , the Parties shall (i) commence the preparation of a Co-Promotion Agreement (the “Co-Promotion Agreement”) which shall set forth the terms applicable to the Co-Promotion of such Co-Promoted Product; (ii) conform in all material respects with the terms and conditions set forth in Schedule 7 attached hereto, (iii) provide for compensation to ARIAD for the Basic Detail Percentage on a fee-for-detail basis as described in Schedule 7, (iv) if ARIAD so requests, which request shall not be unreasonably denied, permit ARIAD to supply [***], (v) require ARIAD’s Detailing effort to be fully integrated with MERCK’s Detailing efforts and operate in compliance with MERCK’s Global Health Guidance Documents, and (vi) include such additional provisions as are usual and customary for inclusion in a co-promotion agreement between companies in the pharmaceutical industry of comparable sizes to the respective Parties. For purposes of clarity, such additional terms shall supplement and shall not materially expand, limit or change the terms set forth on Schedule 7. The Parties shall negotiate the Co-Promotion Agreement in good faith and with sufficient diligence as is required to execute and deliver the Co-Promotion Agreement within one hundred and twenty (120) days after exercise by ARIAD of the Co-Promotion Option.
Negotiation, Execution and Delivery. Targacept and AstraZeneca agree to negotiate in good faith the terms and conditions pursuant to which (a) Targacept would conduct research with respect to (i) its product candidate that it refers to as ******** (or its product candidate that it refers to as ********), (ii) a ******** and ******** or ******** that are NCBs and (iii) a ******** and ******** or ******** that inhibit the activity of an NNR by occupying the site at which acetylcholine naturally accesses such NNR (clauses (i), (ii) and (iii), collectively, the “Backup R&D Programs”) and (b) AstraZeneca would have ******** in a specified field certain compounds advanced in the Backup R&D Programs (the “Backup R&D Programs Agreement”) as soon as reasonably practicable following the Effective Date. AstraZeneca and Targacept shall work diligently and in good faith to negotiate, execute and deliver the Backup R&D Programs Agreement within ******** days after the Effective Date. The Parties contemplate that part of the compensation to Targacept with respect to such Backup R&D Programs Agreement would be ******** paid ******** over ********-year period.
