Promotional Materials and Activities. XPH shall create and develop the advertising and promotional materials for the Licensed Products in the Territory with the written approval of Kinex (which shall not be unreasonably withheld) with respect to all such materials. As holder of the Regulatory Approvals in the Territory, XPH shall be responsible for all submissions and interactions with the Regulatory Authorities regarding approval of all Licensed Product-related promotional materials that require Regulatory Approval.

Advertising and Promotional Materials. Kyorin will be responsible for the creation, preparation, production, reproduction and filing with the applicable Regulatory Authorities, of relevant written sales, promotion and advertising materials relating to each Licensed Product (“Promotional Materials”) for use in the Kyorin Territory. All such Promotional Materials will be compliant with applicable Law, and consistent in all material respects with the Commercialization Plan. Kyorin will, from time to time during the Term, submit copies of representative samples of its Promotional Materials developed by it for use in the Kyorin Territory to aTyr for reference purposes, together with the summary translation of such Promotion Materials in English. Kyorin will consider in good faith any timely comments aTyr may have with respect to any such Promotional Materials, but will have final decision-making authority in the Kyorin Territory with respect to such Promotional Materials. Notwithstanding the foregoing, Kyorin will incorporate any changes to Promotional Materials requested by aTyr in a timely fashion in cases where aTyr indicates that it believes in good faith that such change is necessary to enable aTyr to comply with any applicable Law.

Sharing of Promotional Materials. Licensee shall, at its own expense, prepare, develop, produce, or otherwise obtain and utilize sales, promotional, advertising, marketing, website, educational, and training materials (the “Promotional Materials”) to support its Commercialization activities in the Licensee Territory, and shall ensure that such Promotional Materials, as well as all information contained therein, comply with all Applicable Laws and are consistent with the Regulatory Approvals obtained for the Product in the applicable jurisdiction in the Licensee Territory. At Ovid’s request, Licensee shall share samples of and updates to Promotional Materials with respect to the Commercialization of the Products with Ovid. If Ovid has such promotional materials available for the Product for the Ovid Territory prior to the commercial launch of such Product in the Licensee Territory, Ovid will share such materials with the Licensee upon its request.

Advertising and Promotional Materials. PTC shall develop all sales, promotion and advertising materials relating to the Products (“Promotional Materials”) for use in the PTC Territory, which shall be consistent with the Akcea Product Positioning and Branding Strategy and compliant with applicable Laws and the provisions of the applicable Regulatory Approvals. Akcea shall provide reasonably promptly after the Effective Date and thereafter on a regular basis from time to time marketing, commercialization, medical education, and medical information materials to be adapted by PTC for use in the PTC Territory, and Akcea shall have the right to review the adapted materials and any new materials developed by PTC to ensure that they are consistent in message and quality with the materials being used in the Akcea Territory (and PTC shall not unreasonably refuse to implement material comments or input that Akcea provides with regard to such materials). Akcea shall in good faith consider any comments or input that PTC may have with regard to adapting the Akcea Product Positioning and Branding Strategy for use in the PTC Territory. Copies of all Promotional Materials used by PTC in the PTC Territory will be archived by PTC in accordance with applicable local Law.

INTELLECTUAL PROPERTY; PROMOTIONAL MATERIALS. Reseller acknowledges and agrees that Company is the sole and exclusive owner of all formulas, trade secrets, trade names, trademarks and other confidential and proprietary information and materials utilized in connection with the sale of the Products (the “Company IP”). Reseller currently has no right, title or interest in or to the Company IP, and during the term of this Agreement, Reseller shall not acquire any right, title or interest of any kind or nature whatsoever in or to the Company IP, or the goodwill associated therewith. Any use of the Company IP by Reseller shall be to promote the Products in the best possible manner as determined by Company in its sole discretion, and may be terminated by Company at any time in the Company’s sole discretion. During the term of this Agreement, Company may make available to Reseller such promotional funds and advertising, display, and promotional materials for the Products as Company deems appropriate in its sole and absolute discretion. Reseller agrees that any promotional funds received by Reseller under any Company promotional funds program shall be used by Reseller solely for the promotion of the Products and for no other purpose. Reseller agrees to maintain and make available to Company reasonably detailed documentation and records of Reseller’s use of any such promotional funds as required by Company’s terms and conditions governing any such programs.

Sharing of Promotional Materials. Licensee shall, at its own expense, prepare, develop, produce, or otherwise obtain and utilize sales, promotional, advertising, marketing, website, educational, and training materials (the “Promotional Materials”) to support its Commercialization activities in the Licensee Territory, and shall ensure that such Promotional Materials, as well as all information contained therein, comply with all Applicable Laws and are consistent with the Regulatory Approvals obtained for the Product in the applicable jurisdiction in the Licensee Territory. At Ovid’s request, Licensee shall share samples of and updates to Promotional Materials with respect to the Commercialization of the Products with Ovid. If Ovid has such promotional materials available for the Product for the Ovid Territory prior to the commercial launch of such Product in the Licensee Territory, Ovid will share such materials with the Licensee upon its request.

Subject to the terms of this [Section 4.4.1, G1] shall prepare and control the content of # all Product training materials for Oncology Personnel (the “Product Training Materials”) and # all Product marketing and educational materials (the “Promotional Materials”) (the Product Training Materials and the Promotional Materials, collectively, the “Product Materials”). [[Unknown Identifier]] shall be solely responsible for ensuring that the Product Materials prepared and approved by it are in compliance with the Regulatory Approval for the Product, the Product Labeling and Applicable Law. Once approved by [[Unknown Identifier]] (or, upon mutual consent of the Parties, in parallel with G1’s review), the content of the Product Materials shall be provided by [[Unknown Identifier]] to BI in advance of the Promotion Services to allow for BI to review such content and provide feedback to [[Unknown Identifier]] in advance of use of the Product Materials. Within an average of ​ of receipt of such Product Materials, BI shall provide to [[Unknown Identifier]] any comments and proposed revisions to such Product Materials that are related to any legal or regulatory concerns regarding any Applicable Law, the Regulatory Approval for the Product or the applicable Product Labeling. The Parties shall, in good faith, work together to mutually agree to either shorter or extended timeframes for review dependent on the content (i.e., length, volume, or type of content) of the Product Materials requiring review. [[Unknown Identifier]] shall in good faith reasonably consider any such BI comments for inclusion in such Product Materials. In the event of any disagreement between the Parties regarding any feedback received from BI with respect to the Product Materials, [[Unknown Identifier]] shall have the right to conclusively determine such matter; provided that, BI shall not be required to use any Product Materials that it reasonably believes violate Applicable Law. If BI has provided comments to [[Unknown Identifier]] on the Product Materials and [[Unknown Identifier]] accepts some or all of such comments, then, once revised, [[Unknown Identifier]] shall provide to BI the revised versions of such Product Materials for further review by BI, in accordance with the terms and timelines of this Section 4.4.1(a) above. BI shall use only Product Materials approved by [[Unknown Identifier]] in the performance of Promotion Services under this Agreement. The content of Product Materials shall not be modified or changed by BI or Oncology Personnel at any time without the prior written approval of [[Unknown Identifier]] in each instance. [[Unknown Identifier]] shall be responsible for the costs and expenses of creation and development, reproduction, printing and delivery of the Product Materials. The information regarding the Product that is provided by BI or Oncology Personnel as part of the Promotion Services shall not deviate from the Product Materials. The Parties shall coordinate the production and delivery of Product Materials to allow sufficient time to accommodate scheduled training meetings and distribution to Oncology Personnel. The Parties shall collaborate to finalize the Product Materials in accordance with this Section 4.4.1(a) in advance of the Target Launch Date.

Subject to the terms of this [Section 4.4.1, TYME]E] shall prepare and control the content of

Global Brand Plan; Promotional Materials. Within ​ after the Effective Date, Cara will submit to the JSC, for its review and discussion, a global brand plan, including the key positioning and messaging strategy, for commercialization of the Licensed Product in the Field (the “Global Brand Plan”), and Cara shall update such plan annually. VFMCRP will provide Cara with copies of all its material promotional materials for the Licensed Product for use in the United Kingdom, France, Italy, Spain, Switzerland, Germany, Canada, Mexico, Australia, Brazil and China in the Field (and including English translations of such materials (if the original is not in English)), and for use in promoting Licensed Product to FMC Clinics in the United States as permitted herein, for Cara’s prior review and approval. VFMCRP will obtain Cara’s prior written consent before using any particular promotional materials or information for Licensed Product that have content or messaging that is inconsistent with the approved Global Brand Plan or that is not already included in other VFMCRP promotional materials that have been prior approved by Cara for use by VFMCRP. All promotional, advertising or other marketing materials used by VFMCRP or its Affiliate or Sublicensee shall comply with all Applicable Law.

Product Inserts and Labeling; Promotional Materials. Following Regulatory Approval for a Licensed Product (​) in the Field in the Territory, Licensee shall be responsible for the text and regulatory compliance of all package labels, product inserts and other labeling used in connection with such Licensed Product (​) in the Territory, as well as for the promotional materials, if any, for use in connection with each of the Licensed Products (​) in the Territory; provided that any communication with or materials to be provided to a Regulatory Authority in the Territory with respect to a label for a Licensed Product (​) shall be subject to ​