Common use of Option to Co-Promote Clause in Contracts

Option to Co-Promote. (a) Schering-Plough hereby grants to AVEO an option (the “Co-Promotion Option”) to co-promote the Licensed Product in the United States for an oncology Indication which is the subject of the First Product Filing (the “Co-Promotion Indication”) in accordance with a co-promotion agreement (the “Co-Promotion Agreement”) to be negotiated by the Parties. The Co-Promotion Agreement will include the material terms set forth in Exhibit C. (b) Schering-Plough shall give AVEO written notice [**] months prior to the first New Drug Application filed for a Licensed Product in the United States (“First Product Filing”) and shall further provide AVEO with information on its current commercialization plan for the Licensed Product in the United States (collectively, the “Co-Promotion Notice”) for the purpose of enabling AVEO to decide whether it will exercise its Co-Promotion Option. In the event AVEO decides to exercise its Co-Promotion Option, it shall do so by providing written notice to Schering-Plough within [**] days after AVEO receives the -22- Co-Promotion Notice. Such written notice shall specify the level of AVEO’s sales efforts to be elected from the following three (3) levels: [**] percent ([**]%), [**] percent ([**]%) or [**] percent ([**]%) of the sales efforts for the Co-Promotion Indication (the “Applicable Percentage”). Following the exercise of such Co-Promotion Option, the Parties shall negotiate in good faith the Co-Promotion Agreement, using reasonable efforts to enter into such agreement as soon as practicable. (c) If the Indication that is the subject of the First Product Filing (the “Initial Indication”) is not a Large Market Tumor Indication then AVEO shall also have the option to Co-Promote the Licensed Product for the Indication that is the subject of the first Large Market Tumor Indication (the “Second Indication”), such Co-Promotion to be under the same terms and conditions as are applicable to the Co-Promotion of the First Indication. For clarity, in the event that AVEO exercises the Co-Promotion Option for a Second Indication pursuant to this paragraph (c), AVEO shall be required to provide the Applicable Percentage of the sales efforts for each of the Initial Indication and the Second Indication. Additionally, in the event that AVEO exercises its Co-Promotion Option for an Indication that does not receive Regulatory Approval, such Co-Promotion Option shall be reinstated for the next Indication for which a New Drug Application is filed for a Licensed Product for an oncology Indication in the United States. (d) Notwithstanding AVEO’s exercise of the Co-Promotion Option, Schering-Plough shall [**].

Option to Co-Promote. (a) ScheringWith respect to each [***] (each a “Co-Plough Promote Product”), GNE hereby grants to AVEO SGEN an option (the a “Co-Promotion Option”) to coCo-promote the Licensed Promote such Co-Promote Product in the United States for an oncology Indication which is U.S. in accordance with Section 6.6(d) and the subject of the First Product Filing (the “Co-Promotion Indication”) Plan (as agreed to in accordance with a co-promotion agreement (the “Section 6.6(c)). Such Co-Promotion Agreement”) to Option shall be negotiated by the Parties. The Co-Promotion Agreement will include the material terms set forth exercised as provided in Exhibit C.Section 6.6(b). (b) Schering-Plough GNE shall give AVEO provide SGEN with prompt written notice of [***] months prior to the first New Drug Application filed for a Licensed Product in the United States (“First Product Filing”) and shall further provide AVEO with information on its current commercialization plan for the Licensed Product in the United States (collectively, the “Co-Promotion Notice”) for the purpose of enabling AVEO to decide whether it will exercise its ). The Co-Promotion Option. In Notice will be accompanied by a detailed summary of the event AVEO decides information presented to [***] and used in making the determination to [***] If SGEN desires to exercise its Co-Promotion OptionOption as to such Co-Promote Product, it SGEN shall do so by providing provide GNE with written notice to Scheringof such exercise (the “Co-Plough within Promote Exercise Notice”) no later than [***] days after AVEO receives the -22- Co-Promotion Notice. Such receipt of written notice shall specify from GNE and the level of AVEO’s sales efforts to be elected from accompanying information under this Section 6.6(b). In the following three (3) levels: event [***] percent (subsequently determines not to [**]%), *] hereunder upon the subsequent determination of the [***] percent (to so [**]%) or [**] percent ([**]%. (c) Promptly following the date of the sales efforts for the SGEN’s Co-Promotion Indication (the “Applicable Percentage”). Following the exercise of such Co-Promotion OptionPromote Exercise Notice, the Parties shall negotiate in good faith a written plan consistent with the provisions of 6.6(d) containing the operational details related to the Parties’ Co-Promotion Agreementactivities ([***]), using reasonable efforts as well as such additional terms consistent with the provisions in Section 6.6(d) as are reasonably [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to enter into such agreement as soon as practicable. (cthe omitted portions. necessary for SGEN to exercise its rights under Section 6.6(d) If the Indication that is the subject of the First Product Filing (the “Initial Indication”) is not a Large Market Tumor Indication then AVEO shall also have the option to Co-Promote the Licensed Product for the Indication that is the subject of the first Large Market Tumor Indication (the “Second IndicationPromotion Plan”). The Parties shall use good faith efforts to develop, negotiate and agree to such Co-Promotion to be under the same terms and conditions as are applicable to the Co-Promotion Plan within [***] of the First Indication. For clarity, in the event that AVEO exercises the Co-Promotion Option for a Second Indication pursuant to this paragraph (c), AVEO shall be required to provide the Applicable Percentage of the sales efforts for each of the Initial Indication and the Second Indication. Additionally, in the event that AVEO exercises its Co-Promotion Option for an Indication that does not receive Regulatory Approval, such Co-Promotion Option shall be reinstated for the next Indication for which a New Drug Application is filed for a Licensed Product for an oncology Indication in the United States. (d) Notwithstanding AVEOSGEN’s exercise of the Co-Promotion Option. If the Parties have not agreed upon a Co-Promotion Plan despite good faith efforts within such [***] period, Scheringthen the operational details of the Parties co-Plough promotion activities shall be determined by the JCC, as an interim measure, and GNE and SGEN shall continue to negotiate in good faith for an additional period of [***] concerning the additional terms consistent with the provisions in Section 6.6(d) as are reasonably necessary for SGEN to exercise its rights under Section 6.6(d). The Parties shall update the Co-Promotion Plan on an [***] basis, or more frequently as needed, through the JCC. (d) Under the Co-Promotion Option: (i) SGEN will have the right to field, at its election, up to [***] of the [***] with an [***] for Co-Promote Products in the U.S. (ii) Unless otherwise agreed to by GNE or set forth in the U.S. Commercialization Plan or the Co-Promotion Plan, SGEN’s sales representatives shall dedicate to Co-Promote Products, [***], in aggregate, measured across all SGEN sales representatives involved in such Co-Promotion, and as determined by SGEN’s [***], such policy and procedures to be reasonable and customary in the pharmaceutical sales industry. Notwithstanding the foregoing, SGEN’s sales representatives shall [***]. (iii) GNE will compensate SGEN for co-promoting such Co-Promote Product through payments based on [***]. The calculation of [***] will be described in the Co-Promotion Plan, but generally means the [***], and will be consistent with any applicable standard practices of GNE with respect to its own [***], to the extent GNE has established such standard practices and employs [***] of the activities of its sales force then in existence. (iv) GNE will allow SGEN’s sales representatives to attend and participate in the training programs described in Section 6.5. (v) The JCC shall be responsible for the coordination of GNE’s and SGEN’s activities in the sales force deployment and activities with respect to the sales of Co-Promote Products in the U.S. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (vi) Notwithstanding SGEN’s exercise of a Co-Promotion Option, GNE shall remain responsible for, and have [***].

Option to Co-Promote. (a) Schering-Plough Licensee hereby grants to AVEO Anacor an option (the “a "Co-Promotion Option”") to co-promote the Licensed Product in the Lead Indication in the United States for an oncology Indication which is to the subject of the First Product Filing (the “Co-Promotion Indication”) Target Audience in accordance with a co-promotion agreement (the “a "Co-Promotion Agreement”") to be negotiated by the Parties. The Co-Promotion Agreement will include the material terms set forth in described on Exhibit C.6.2. (b) Schering-Plough Licensee shall give AVEO Anacor prompt written notice [**] months prior to of the first New filing of a Drug Approval Application filed for a Licensed Product in the United States (“First Product Filing”) and shall further provide AVEO with information on its current commercialization plan for the Licensed Product in the Lead Indication and shall further provide Anacor with its current Commercialization Plan for the Licensed Product in the Lead Indication in the United States (collectively, the “Co-Promotion Notice”"Lead Indication Commercialization Plan") for the purpose of enabling AVEO to decide permit Anacor to make a decision regarding whether it will exercise its Co-Promotion OptionOption (collectively, the "Co-Promotion Notice"). In The Lead Indication Commercialization Plan shall in any event include the event AVEO decides to anticipated date of First Commercial Sale of the Licensed Product in the Lead Indication in the United States. Anacor may exercise its Co-Promotion Option, it shall do so Option by providing written notice to Schering-Plough Licensee within [**] sixty (60) days after AVEO Anacor receives the -22- Co-Promotion Notice. Such written notice shall specify the level of AVEO’s its sales efforts to be elected from the following three (3) levels: efforts; provided, that Anacor shall perform no less than [***] percent (and no more than [**]%), [**] percent ([**]%) or [**] percent ([**]%) of the sales efforts for the Co-Promotion Indication (the “Applicable Percentage”)Target Audience. Following the exercise of such Co-Promotion Option, the Parties shall negotiate in good faith the a Co-Promotion AgreementAgreement having the material terms described on Exhibit 6.2, using reasonable efforts to enter into such agreement as soon as practicable. (c) If the Indication that is the subject of the First Product Filing (the “Initial Indication”) is not a Large Market Tumor Indication then AVEO shall also have the option to Co-Promote the Licensed Product for the Indication that is the subject of the first Large Market Tumor Indication (the “Second Indication”), such Co-Promotion to be under the same terms and conditions as are applicable to the Co-Promotion of the First Indication. For clarity, in the event that AVEO exercises the Co-Promotion Option for a Second Indication pursuant to this paragraph (c), AVEO shall be required to provide the Applicable Percentage of the sales efforts for each of the Initial Indication and the Second Indication. Additionally, in the event that AVEO exercises its Co-Promotion Option for an Indication that does not receive Regulatory Approval, such Co-Promotion Option shall be reinstated for the next Indication for which a New Drug Application is filed for a Licensed Product for an oncology Indication in the United States. (d) Notwithstanding AVEO’s Anacor's exercise of the Co-Promotion Option, Schering-Plough Licensee shall [**]retain control over all Commercialization decisions in the Field in the Territory, including pricing, marketing strategy, and sales tactics.

Option to Co-Promote. Kissei retains the option to participate in the promotion of the Product in the United States by itself or through its Affiliates, in accordance with the following: (ai) ScheringThe Parties shall discuss the plan for commercialization in the United States from time to time during the term of this Agreement. Kissei shall retain the right for co-Plough hereby grants promotion with ObsEva, its Affiliates or its sublicensees in the United States, which is the right to AVEO contribute field force FTEs up to [*] of total per annum at Kissei’s costs [*]; such costs and range of field force FTEs shall be commercially reasonable and ObsEva shall have the right to have a public accounting firm review such range and such costs for the purpose of ensuring they are reasonable at its cost; Kissei shall provide such public accounting firm with any relevant information and documents for such purpose. Kissei shall have the right to require said public accounting firm to sign a confidential disclosure agreement before the audit commences and said public accounting firm shall not disclose to ObsEva any information other than that which should properly be contained in a report of matters relevant to such field force FTEs. Kissei shall decide to exercise the right or not, at the latest within ninety (90) days of Kissei’s receipt of the notice from ObsEva that the NDA has been filed. Upon Kissei’s exercise, the Parties will execute a co-promotion agreement; (ii) ObsEva, its Affiliates or its sublicensees has the casting vote on the plan for commercialization in the US, provided that ObsEva, its Affiliates or its sublicensees will take into account Kissei’s comments as far as they are reasonable and that any decision made by ObsEva, its Affiliates or its sublicensees shall be commercially reasonable for the Product and both Parties; (iii) Kissei’s co-promotion rights will expire in the event that Kissei becomes an option Affiliate of a Third Party due to merger, consolidation, corporation combination or acquisition; (iv) In the “Co-Promotion Option”) event that Kissei exercises its rights to co-promote the Licensed Product in the United States for an oncology Indication which is the subject of the First Product Filing (the “Co-Promotion Indication”) in accordance with a co-promotion agreement (the “Co-Promotion Agreement”) to be negotiated by the Parties. The Co-Promotion Agreement will include the material terms set forth in Exhibit C. (b) Schering-Plough shall give AVEO written notice [**] months prior to the first New Drug Application filed for a Licensed Product in the United States (“First Product Filing”) and shall further provide AVEO with information on its current commercialization plan for the Licensed Product in the United States (collectively, the “Co-Promotion Notice”) for the purpose of enabling AVEO to decide whether it will exercise its Co-Promotion Option. In the event AVEO decides to exercise its Co-Promotion Optionhereunder, it shall do so in conformity with the commercialization strategy and marketing plan specified by providing written notice to Schering-Plough within [**] days after AVEO receives the -22- Co-Promotion Notice. Such written notice shall specify the level of AVEO’s sales efforts to be elected from the following three (3) levels: [**] percent ([**]%), [**] percent ([**]%) or [**] percent ([**]%) of the sales efforts for the Co-Promotion Indication (the “Applicable Percentage”). Following the exercise of such Co-Promotion Option, the Parties shall negotiate in good faith the Co-Promotion Agreement, using reasonable efforts to enter into such agreement as soon as practicable.ObsEva; and (cv) If the Indication that is the subject of the First Product Filing (the “Initial Indication”) is not a Large Market Tumor Indication then AVEO The Kissei’s rights stipulated in this clause shall also have the option to Co-Promote the Licensed Product for the Indication that is the subject of the first Large Market Tumor Indication (the “Second Indication”), such Co-Promotion to be under the same terms and conditions as are applicable to the Co-Promotion of the First Indication. For clarity, in the event that AVEO exercises the Co-Promotion Option for a Second Indication pursuant to this paragraph (c), AVEO shall be required to provide the Applicable Percentage of the sales efforts for each of the Initial Indication and the Second Indication. Additionally, in the event that AVEO exercises apply even after ObsEva sublicenses its Co-Promotion Option for an Indication that does not receive Regulatory Approval, such Co-Promotion Option shall be reinstated for the next Indication for which a New Drug Application is filed for a Licensed Product for an oncology Indication rights in the United StatesStates to any Third Party. (d) Notwithstanding AVEO’s exercise of the Co-Promotion Option, Schering-Plough shall [**].

Option to Co-Promote. (a) Schering-Plough hereby grants to AVEO an option (the “Co-Promotion Option”) to co-promote the Licensed Product in the United States for an oncology Indication which is the subject of the First Product Filing (the “Co-Promotion Indication”) in accordance with a co-promotion agreement (the “Co-Promotion Agreement”) to be negotiated by the Parties. The Co-Promotion Agreement will include the material terms set forth in Exhibit C. (b) Schering-Plough shall give AVEO written notice [**] months prior to the first New Drug Application filed for a Licensed Product in the United States (“First Product Filing”) and shall further provide AVEO with information on its current commercialization plan for the Licensed Product in the United States (collectively, the “Co-Promotion Notice”) for the purpose of enabling AVEO to decide whether it will exercise its Co-Promotion Option. In the event AVEO decides to exercise its Co-Promotion Option, it shall do so by providing written notice to Schering-Plough within [**] days after AVEO receives the -22- Co-Promotion Notice. Such written notice shall specify the level of AVEO’s sales efforts to be elected from the following three (3) levels: [**] percent ([**]%), [**] percent ([**]%) or [**] percent ([**]%) of the sales efforts for the Co-Promotion Indication (the “Applicable Percentage”). Following the exercise of such Co-Promotion Option, the Parties shall negotiate in good faith the Co-Promotion Agreement, using reasonable efforts to enter into such agreement as soon as practicable. (c) If the Indication that is the subject of the First Product Filing (the “Initial Indication”) is not a Large Market Tumor Indication then AVEO shall also have the option to Co-Promote the Licensed Product for the Indication that is the subject of the first Large Market Tumor Indication (the “Second Indication”), such Co-Promotion to be under the same terms and conditions as are applicable to the Co-Promotion of the First Indication. For clarity, in the event that AVEO exercises the Co-Promotion Option for a Second Indication pursuant to this paragraph (c), AVEO shall be required to provide the Applicable Percentage of the sales efforts for each of the Initial Indication and the Second Indication. Additionally, in the event that AVEO exercises its Co-Promotion Option for an Indication that does not receive Regulatory Approval, such Co-Promotion Option shall be reinstated for the next Indication for which a New Drug Application is filed for a Licensed Product for an oncology Indication in the United States. (d) Notwithstanding AVEO’s exercise of the Co-Promotion Option, Schering-Plough shall [**].