OncoMed’s Option to Co-Commercialize Products Sample Clauses

OncoMed’s Option to Co-Commercialize Products. If GSK exercises a GSK Program Option for a GSK Development Compound [***] and OncoMed exercises its right to co-Develop such GSK Development Compound pursuant to Section 6.1, OncoMed shall have an option to Co-Commercialize any Product containing such GSK Development Compound in the Co-Commercialization Territory; provided, however, that [***]. GSK hereby grants to OncoMed the exclusive right, exercisable at OncoMed’s sole discretion, on a Product-by-Product basis, to obtain a co-exclusive (with GSK) worldwide license and, upon OncoMed’s exercise of such right, a license to Co-Commercialize any Product [***] under the terms and conditions set forth in this Agreement. Upon OncoMed’s request, GSK will grant a license to OncoMed to use the GSK trademark(s) selected for the Product(s) for the sole purpose of Co-Commercializing such Product(s). OncoMed shall exercise such Co-Commercialization option, if at all, by written notice to GSK, which notice shall make reference to this Agreement and the applicable Product and shall include OncoMed’s decision to exercise such Co-Commercialization option with respect to such Product. Within [***] after the exercise by OncoMed of such Co-Commercialization option, the Parties shall negotiate in good faith a definitive written Co-Commercialization agreement, which will specify the terms of the Co-Commercialization arrangement, which terms shall be consistent with all of the terms and conditions in this Article 6 and all other relevant provisions of this Agreement (“Co-Commercialization Agreement”). The Co-Commercialization Agreement will set forth [***]. The Co-Commercialization Agreement will afford OncoMed [***]. GSK and OncoMed agree to cooperate in good faith to agree upon additional terms and conditions for inclusion in the Co-Commercialization Agreement to ensure that such Product is optimally Commercialized in a manner that is consistent with the then-current standards and practices in the pharmaceutical industry in the United States, and GSK’s U.S. Commercialization Plan for such Product. All Co-Commercialization options under this Agreement, if not exercised by OncoMed, shall expire and be of no further force or effect [***] days after OncoMed has received from GSK a copy of the U.S. Commercialization Plan for such Product as described in Section 4.2.1(c).
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