Promotion. Licensed Products shall be Commercialized solely under Trademarks and solely in connection with Promotional Materials. Arcus and its Affiliates and its and their sublicensees shall exclusively own all Promotional Materials for the Licensed Products and all right, title and interest in and to, and all goodwill from the use of, Trademarks for Licensed Products, and shall be responsible for the procurement, filing and maintenance of trademark registrations for such Trademarks and all related costs and expenses.

Co-Promotion. The Parties intend that the Parties will share equally in the Co-Promotion of Products in the Shared Territory on the terms and conditions set forth in this Section 8.3(c).

Promotion Bonus. As consideration for Employee’s acceptance of the terms and conditions of this Agreement, including the covenants in Article 5, on February 13, 2015, the Company shall grant to the Employee a restricted stock grant for two thousand (2,000) shares of Company common stock, issued under the Company’s 2011 Equity Incentive Plan as of the close of the market on February 13, 2015; provided, however, said restricted stock shall be held by the Company subject to a risk of forfeiture. The risk of forfeiture shall lapse as to 500 shares upon the date of grant and shall lapse as to 500 shares on the first, second, and third anniversaries of the issue date, provided the Employee is still employed by the Company on such dates. The Company shall hold the shares until so issued. A separate equity award agreement, entered into by Employee and Company, shall govern the terms of the grant.

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.

Advertising and Promotion. AYTU shall develop, subject to Section 4.10 and the other provisions of this Agreement, the Trademarks with respect to the Products (which in accordance with, and subject to, Section 4.10, will contain the name “Tuzistra”), website, and other Product positioning and supporting materials, including without limitation, physician education materials. All materials used by AYTU in Marketing the Products, including print advertising, brochures, leaflet, and similar materials, shall comply in all material respects with Applicable Laws and requirements of any applicable Regulatory Authority and the terms and provisions of Section 4.10. Prior to NDA Approval of the CCP-08 NDA, AYTU shall provide to TRIS copies of such materials used by or on behalf of AYTU in Marketing of the Product for submission to the FDA, at AYTU’s sole cost and expense. Copies of materials, whether or not required to be submitted to the FDA shall be provided to TRIS at least five (5) Business Days prior to their first intended use. AYTU shall not make any therapeutic claims or statements relating to the Product other than those authorized by the applicable Regulatory Authorities, and AYTU shall remain solely liable for all Marketing materials prepared by it or on its behalf.

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.

“Detail” means, with respect to a Co-Promotion Product in the Co-Promotion Territory, a face-to-face contact between a sales representative and a physician or other medical professional, during which a primary position detail (as will be defined in the Co-Promotion Agreement) or a secondary position detail (as will be defined in the Co-Promotion Agreement) is made to such Person, in each case as measured by each Party’s internal recording of such activity in accordance with the Co-Promotion Agreement; provided, that such meeting is consistent with and in accordance with the requirements of Applicable Law and the Co-Promotion Agreement. When used as a verb, “Detail” means to engage in a Detail.

Specific Responsibilities. The JCC shall develop the strategies for and oversee the Commercialization of the Co-Promotion Products in the Co-Promotion Territory. In particular, the JCC shall: