Common use of Terms of Co-Promotion Agreement Clause in Contracts

Terms of Co-Promotion Agreement. The terms and conditions of such co-promotion arrangement, including the percentage of the total Details in the Co-Promotion Territory to be provided by Galapagos and AbbVie, shall be set forth in a co-promotion agreement (the “Co-Promotion Agreement”) to be entered into between the Parties as set forth in this Section 4.9.3. The Co-Promotion Agreement shall include such provisions as are usual and customary in AbbVie’s contract sales force agreements, including with respect to diligence obligations of Galapagos and AbbVie, except that (except as provided in Section 4.9.4) AbbVie shall not pay Galapagos any additional consideration for the performance of its co-promotion obligations in excess of the amounts payable pursuant to Article 6. Under the Co-Promotion Agreement, AbbVie shall have the right to make all final decisions with respect to the co-promotion arrangement, including the promotional materials to be used, the training and testing applicable to such sales representatives, and restrictions with respect to the ability of such sales representatives to Detail other products. For purposes of this Agreement, “co-promote” or “co-promotion” means the Detailing of all Co-Promotion Products by Galapagos or its Affiliates under the relevant Regulatory Approval and the Product Trademarks, and shall not mean the sale or distribution of any Co-Promotion Product by Galapagos or its Affiliates. For clarity, all co-promotion of the Co-Promotion Products in the Co-Promotion Territory by Galapagos shall be solely performed by employees of Galapagos or its Affiliates, and Galapagos shall not outsource or subcontract any of its co-promotion rights or obligations hereunder to a Third Party without the prior written consent of AbbVie.

Terms of Co-Promotion Agreement. The terms and conditions of such co-promotion arrangement, including the percentage of the total Details in the Co-Promotion Territory to be provided by Galapagos and AbbVie, shall be set forth in a co-promotion agreement (the “Co-Promotion Agreement”) to be entered into between the Parties as set forth in this Section 4.9.3. The Co-Promotion Agreement shall include such provisions as are usual and customary in AbbVie’s * Confidential information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. contract sales force agreements, including with respect to diligence obligations of Galapagos and AbbVie, except that (except as provided in Section 4.9.4) AbbVie shall not pay Galapagos any additional consideration for the performance of its co-promotion obligations in excess of the amounts payable pursuant to Article 6. Under the Co-Promotion Agreement, AbbVie shall have the right to make all final decisions with respect to the co-promotion arrangement, including the promotional materials to be used, the training and testing applicable to such sales representatives, and restrictions with respect to the ability of such sales representatives to Detail other products. For purposes of this Agreement, “co-promote” or “co-promotion” means the Detailing of all Co-Promotion Products by Galapagos or its Affiliates under the relevant Regulatory Approval and the Product Trademarks, and shall not mean the sale or distribution of any Co-Promotion Product by Galapagos or its Affiliates. For clarity, all co-promotion of the Co-Promotion Products in the Co-Promotion Territory by Galapagos shall be solely performed by employees of Galapagos or its Affiliates, and Galapagos shall not outsource or subcontract any of its co-promotion rights or obligations hereunder to a Third Party without the prior written consent of AbbVie.

Terms of Co-Promotion Agreement. (i) If Licensor exercises its co-promotion right for a country, such co-promotion by the Licensor’s sales force shall be operated and managed in a manner similar to the manner in which Licensee would operate and manage a co-promotion program with a contract sales force and Licensor’s sales force would commence promoting the Licensed Product at the same time that Licensee’s sales force commences such promotion. The terms and conditions of such co-promotion arrangement, including the percentage of the total Details in the Co-Promotion Territory to be provided by Galapagos and AbbVie, arrangement shall be set forth in a co-promotion agreement (the “Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. “ Co-Promotion AgreementAgreement ”) to be entered into between the Parties as set forth in this Section 4.9.34.11.23. The Co-Promotion Agreement shall include such provisions as are usual and customary in AbbVieLicensee’s contract sales force agreements, including with respect to diligence obligations of Galapagos and AbbVie, except that Licensor’s sole compensation for its detailing efforts shall be payment by Licensee to Licensor of an amount equal to fifty percent (except as provided in Section 4.9.450%) AbbVie shall not pay Galapagos any additional consideration for the performance of its co-promotion obligations in excess of the amounts payable pursuant to Article 6actual, reasonable sales force costs for such efforts. Under the Co-Promotion Agreement, AbbVie Licensee shall have the right to make all final decisions with respect to the co-promotion arrangement, including the total number of sales representatives who will be performing details and their call plans and assigned territories, the promotional materials to be used, the training and testing applicable to such sales representatives, and restrictions with respect to the ability of such sales representatives to Detail detail other products. For each rolling period of [***] Calendar Years during the term of the Co-Promotion Agreement (or such other reasonable period as the Parties may agree), Licensee shall inform Licensor, through the JMC, of the total number of sales representatives to be assigned for the applicable indication, and Licensor shall have the right to determine the percentage of promotional efforts it desires to contribute for such indication, with such percentage not to exceed twenty-five percent (25%). For purposes of this AgreementSection 4.11, “co-promote” or “co-promotion” means shall mean the Detailing detailing of all Co-Promotion Products such Licensed Product by Galapagos Licensor or its Affiliates under the relevant Regulatory Approval and the Product Trademarks, and shall not mean the sale or distribution of any such Licensed Product by Licensor or its Affiliates. (ii) If the Parties, despite good faith negotiations for a period of [***] days, cannot agree on the terms and conditions of such Co-Promotion Product by Galapagos or its AffiliatesAgreement, either Party may refer such issue for resolution pursuant to Section 13.6 after the end of such [***] day period. For clarityIn the course of such dispute resolution, all co-promotion of the neither Party may propose terms and conditions for such Co-Promotion Products Agreement inconsistent with the terms and conditions set forth in the Co-Promotion Territory by Galapagos shall be solely performed by employees of Galapagos or its Affiliates, and Galapagos shall not outsource or subcontract any of its co-promotion rights or obligations hereunder to a Third Party without the prior written consent of AbbViethis Section 4.11.