“Regulatory Authority” means the FDA or any comparable Governmental Authority that is concerned with the safety, efficacy, reliability, manufacture, sale, advertising, promotion, reimbursement, import, export or marketing of medical products.

Co-Promotion Agreement. No later than ​ prior to the projected NDA filing date for each Product in the Shared Territory, the Parties will enter into a co-promotion agreement (the “Co-Promotion Agreement”) setting forth the terms and conditions of the Parties’ Co-Promotion of the Product. The Co-Promotion Agreement will be consistent with this Section 8.3(c) and Section 8.3(d), and will contain additional reasonable and customary terms and conditions, including an equitable allocation of responsibilities for the co-promotion of the Product and the detailing effort in the Shared Territory. The Parties may commence negotiating the terms and conditions of the Co-Promotion Agreement at any time after the Effective Date.

Co-Promotion Budget. The amount budgeted for each Party’s Co-Promotion activities in each Joint Commercialization Budget will be consistent with the Co-Promotion activities assigned to such Party pursuant to the Joint Commercialization Plan.

Co-Promotion Terms. Each Co-Promotion Agreement entered into pursuant to Section 8.3(c) will reflect the principles set forth in this Section 8.3(d), unless otherwise expressly agreed by the Parties.

Co-Promotion Option. Without limitation to [[Organization A:Organization]]’s rights under Section 5.4 outside the Co-Promotion Territory, ​ shall have the exclusive right to elect to assume […​…] percent ([…​…]%) of the co-promotion effort for the Licensed Product containing the Lead Compound in the Co-Promotion Territory (the “Co-Promotion Option”) for which such Licensed Product receives Regulatory Approval in the Co-Promotion Territory, if any (the “Co-Promotion Product”). [[Organization A:Organization]] shall provide ​ with at least […​…] prior written notice of its anticipated filing date for its Drug Approval Application with the applicable Regulatory Authority in the Co-Promotion Territory.

Co-Promotion Plan. The Commercialization of the Co-Promotion Product(s) in the Co-Promotion Territory shall be conducted pursuant to a comprehensive multi-year plan (the “Co-Promotion Plan”). At least […​…] prior to the anticipated date of the First Commercial Sale of the Co-Promotion Product, [[Organization A:Organization]] shall propose to the JCC the initial Co-Promotion Plan. The Co-Promotion Plan shall allocate responsibility for such Commercialization activities among the Parties. The JCC shall review and approve the Co-Promotion Plan within […​…] after receipt.

Co-Promotion Rights. For purposes of clarity, subject to the Co-Promotion pursuant to Section 4.8.1, [[Organization A:Organization]] and its Affiliates shall have the right, in their sole discretion, to co-promote the Licensed Products with any other Person(s), or to appoint one (1) or more Third Parties to promote the Licensed Products without [[Organization A:Organization]] in all or any part of the Territory.

broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts that, in each case, involve aggregate payment or receipt by the Company and its Subsidiaries in excess of Two Hundred Fifty Thousand Dollars ($250,000);

Advertising and Promotional Materials. Subject to Applicable Law, and applicable industry codes of conduct, all Promotional Materials for any Product will include, with equal prominence, the names and logos of both Parties.

Use of Name. Neither party may use the other party’s name nor that of Institution in any form of advertising, promotion or publicity, including press releases, without the prior written consent of the other party. This section does not restrict a party’s ability to use the other party’s