Common use of Secondary Co-Promote Period Clause in Contracts

Secondary Co-Promote Period. Except as otherwise provided in Section 3.5.4, during the period commencing on the [***] ([***]) anniversary of the date of the First Commercial Sale of Contrave in the U.S. for the Initial Indication and ending upon [***] (the “Secondary Co-Promote Period”), Orexigen shall have the exclusive option (the “Co-Promote Option”) to Co-Promote such Product in the Field in the U.S. Orexigen may exercise the Co-Promote Option by providing written notice to Takeda at any time prior to [***] during [***] during the Secondary Co-Promote Period, in which case Orexigen shall be permitted to: (a) begin its Co-Promote activities on [***] of the following [***], (b) perform up to [***] ([***]) Primary Detail Equivalents in the [***] ([***]) month period following the start of its Co-Promote activities (i.e., [***] through [***]after exercise of the Co-Promote Option), (c) *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. perform up to [***] ([***]) Primary Detail Equivalents in each [***] ([***]) month period thereafter (i.e., after the [***] ([***]) month period referenced in Section 3.5.2(b)), and (d) only through Orexigen’s Sales Representatives, [***]. Upon exercise of the Co-Promote Option by Orexigen, and during the Secondary Co-Promote Period, [***]. In addition, notwithstanding anything to the contrary contained in this Agreement: (1) Takeda [***], and (2) Orexigen shall compensate Takeda for all reasonable Third Party costs and internal personnel costs not to exceed [***] Dollars ($[***]), incurred by Takeda in support of Orexigen’s implementation activities necessary to begin Co-Promoting the Product.

Secondary Co-Promote Period. Except as otherwise provided in Section 3.5.4, during the period commencing on the […***…] ([…***…]) anniversary of the date of the First Commercial Sale of Contrave in the U.S. Territory for the Initial Indication and ending upon […***…] (the “Secondary Co-Promote Period”), Orexigen shall have the exclusive option (the “Co-Promote Option”) to Co-Promote such Product in the Field in the U.S. Territory. Orexigen may exercise the Co-Promote Option by providing written notice to Takeda at any time prior to […***…] during […***…] during the Secondary Co-Promote Period, in which case Orexigen shall be permitted to: (a) begin its Co-Promote activities on […***…] of the following […***…], (b) perform up to […***…] ([***]) Primary Detail Equivalents in the […***…] ([…***…]) month period following the start of its Co-Promote activities (i.e., […***…] through […***]…] after exercise of the Co-Promote Option), (c) *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. perform up to […***…] ([***]) Primary Detail Equivalents in each […***…] ([…***…]) month period thereafter (i.e., after the […***…] ([…***…]) month period referenced in Section 3.5.2(b)), and (d) only through Orexigen’s Sales Representatives, Representatives […***…]. Upon exercise of the Co-Promote Option by Orexigen, and during the Secondary Co-Promote Period, […***…]. In addition, notwithstanding anything to the contrary contained in this Agreement: (1) Takeda FINAL VERSION […***…], and (2) Orexigen shall compensate Takeda for all reasonable Third Party costs and internal personnel costs not to exceed […***…] Dollars ($[…***…]), incurred by Takeda in support of Orexigen’s implementation activities necessary to begin Co-Promoting the Product.