Common use of Activities of Field Force Personnel Clause in Contracts

Activities of Field Force Personnel. Eagle hereby agrees and acknowledges that the following shall apply with respect to itself and the Field Force Personnel that are engaged in Detailing: (a) Eagle shall instruct and cause the Field Force Personnel that are engaged in Detailing to use only the Product Labeling and, subject to the terms of Section 4.4, Product Materials approved by TYME for the conduct of the Eagle Activities for the Product and consistent with Applicable Laws. Eagle shall instruct the Field Force Personnel that are engaged in Detailing to, and shall monitor (in accordance with Eagle’s standard practice) the Field Force Personnel that are engaged in Detailing, in order to ensure that such Field Force Personnel limit their claims of efficacy and safety for such Product to those claims which are consistent with and do not exceed the Product Labeling and any Promotional Materials. (b) Eagle shall instruct the Field Force Personnel that are engaged in Detailing to conduct the Eagle Activities for the Product, and shall monitor and audit (in accordance with Eagle’s standard practice) the Field Force Personnel that are engaged in Detailing so that such personnel conduct the Eagle Activities for such Product in adherence in all respects with Applicable Laws. (c) Eagle shall instruct the Field Force Personnel that are engaged in Detailing regarding provisions of this Agreement applicable to Details of the Product, including Section 4.2 and this Section 4.5.1. (d) Eagle acknowledges and agrees that TYME will not maintain or procure any worker’s compensation, healthcare, or other insurance for or on behalf of the Field Force Personnel, all of which shall be Eagle’s sole responsibility. (e) Eagle acknowledges and agrees that all Field Force Personnel are employees of Eagle and are not, and are not intended to be treated as, employees of TYME or any of its Affiliates, and that such individuals are not, and are not intended to be, eligible to participate in any benefits programs or in any “employee benefit plans” (as such term is defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) that are sponsored by TYME or any of its Affiliates or that are offered from time to time by TYME or its Affiliates to their own employees. All matters of compensation, benefits and other terms of employment for any such Field Force Personnel shall be solely a matter between Eagle and such individual. TYME shall not be responsible to Eagle, or to the Field Force Personnel, for any compensation, expense reimbursements or benefits (including vacation and holiday remuneration, healthcare coverage or insurance, life insurance, severance or termination of employment benefits, pension or profit-sharing benefits and disability benefits), payroll- related taxes or withholdings, or any governmental charges or benefits (including unemployment and disability insurance contributions or benefits and workmen’s compensation contributions or benefits) that may be imposed upon or be related to the performance by Eagle or such individuals of this Agreement, all of which shall be the sole responsibility of Eagle, even if it is subsequently determined by any Governmental Authority that any such individual may be an employee or a common law employee of TYME or any of its Affiliates or is otherwise entitled to such payments and benefits. (f) Eagle shall be solely responsible for the acts or omissions of the Field Force Personnel that are not in compliance with Applicable Law and the terms of this Agreement while performing any of the activities under this Agreement. Eagle shall be solely responsible and liable for all probationary and termination actions taken by it, as well as for the formulation, content and dissemination (including content) of all employment policies and rules (including written probationary and termination policies) applicable to its employees.

Activities of Field Force Personnel. Eagle hereby agrees and acknowledges that the following shall apply with respect to itself and the Field Force Personnel that are engaged in Detailing: (a) Eagle shall instruct and cause the Field Force Personnel that are engaged in Detailing to use only the Product Labeling and, subject to the terms of Section 4.4, Product Materials approved by TYME for the conduct of the Eagle Activities for the Product and consistent with Applicable Laws. Eagle shall instruct the Field Force Personnel that are engaged in Detailing to, and shall monitor (in accordance with Eagle’s standard practice) the Field Force Personnel that are engaged in Detailing, in order to ensure that such Field Force Personnel limit their claims of efficacy and safety for such Product to those claims which are consistent with and do not exceed the Product Labeling and any Promotional Materials. (b) Eagle shall instruct the Field Force Personnel that are engaged in Detailing to conduct the Eagle Activities for the Product, and shall monitor and audit (in accordance with Eagle’s standard practice) the Field Force Personnel that are engaged in Detailing so that such personnel conduct the Eagle Activities for such Product in adherence in all respects with Applicable Laws. (c) Eagle shall instruct the Field Force Personnel that are engaged in Detailing regarding provisions of this Agreement applicable to Details of the Product, including Section 4.2 and this Section 4.5.1. (d) Eagle acknowledges and agrees that TYME will not maintain or procure any worker’s compensation, healthcare, or other insurance for or on behalf of the Field Force Personnel, all of which shall be Eagle’s sole responsibility. (e) Eagle acknowledges and agrees that all Field Force Personnel are employees of Eagle and are not, and are not intended to be treated as, employees of TYME or any of its Affiliates, and that such individuals are not, and are not intended to be, eligible to participate in any benefits programs or in any “employee benefit plans” (as such term is defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) that are sponsored by TYME or any of its Affiliates or that are offered from time to time by TYME or its Affiliates to their own employees. All matters of compensation, benefits and other terms of employment for any such Field Force Personnel shall be solely a matter between Eagle and such individual. TYME shall not be responsible to Eagle, or to the Field Force Personnel, for any compensation, expense reimbursements or benefits (including vacation and holiday remuneration, healthcare coverage or insurance, life insurance, severance or termination of employment benefits, pension or profit-sharing benefits and disability benefits), payroll- payroll-related taxes or withholdings, or any governmental charges or benefits (including unemployment and disability insurance contributions or benefits and workmen’s compensation contributions or benefits) that may be imposed upon or be related to the performance by Eagle or such individuals of this Agreement, all of which shall be the sole responsibility of Eagle, even if it is subsequently determined by any Governmental Authority that any such individual may be an employee or a common law employee of TYME or any of its Affiliates or is otherwise entitled to such payments and benefits. (f) Eagle shall be solely responsible for the acts or omissions of the Field Force Personnel that are not in compliance with Applicable Law and the terms of this Agreement while performing any of the activities under this Agreement. Eagle shall be solely responsible and liable for all probationary and termination actions taken by it, as well as for the formulation, content and dissemination (including content) of all employment policies and rules (including written probationary and termination policies) applicable to its employees.

Activities of Field Force Personnel. Eagle RareGen hereby agrees and acknowledges that the following shall apply with respect to itself and the Field Force Personnel that are engaged in DetailingPersonnel: (a) Eagle During the period beginning on the Effective Date and ending on the later to occur of (i) the expiration of the Exclusivity Period and (ii) the last day of the twelfth (12th) full month following the Effective Date, RareGen shall ensure that the Field Force Personnel do not conduct sales calls or other product presentations regarding products other than the Product; and thereafter during the Term and until the first date on which there are three (3) or more generic versions of Remodulin® approved by the FDA for sale in the Territory and commercially available in the Territory (other than the Product), RareGen shall ensure that, with respect to any sales call or other product presentation conducted by the Field Force Personnel, the Product constitutes the dominant product presented during such sales call or other product presentation (which may mean a sales call in which presentation of the Product occurs first during such sales call or where the majority of time and focus is spent during such sales call on the Product). (b) RareGen shall instruct and cause the Field Force Personnel that are engaged in Detailing to use only the Product Labeling and, subject to the terms of Section 4.4, Product and RareGen Activity Materials provided by RareGen and approved by TYME Sandoz for the conduct of the Eagle RareGen Activities for the Product and consistent with Applicable Laws. Eagle RareGen shall instruct the Field Force Personnel that are engaged in Detailing to, and shall will monitor (in accordance with Eagle’s standard practice) the Field Force Personnel that are engaged in Detailing, in order to ensure that such Field Force Personnel Personnel, limit their its claims of efficacy and safety for such the Product (whether made orally, in writing or through any other mechanisms) to those claims which are consistent with and do not exceed the Product Labeling and any Promotional RareGen Activity Materials. RareGen will hire and monitor its Field Force Personnel in accordance with its customary business practices, including for compliance with the provisions of this Agreement. (bc) Eagle RareGen shall instruct the Field Force Personnel that are engaged in Detailing to conduct the Eagle RareGen Activities for the Product, and shall will monitor and audit (in accordance with Eagle’s standard practice) the Field Force Personnel that are engaged in Detailing so that such personnel conduct the Eagle RareGen Activities for such Product the Product, in adherence in all respects with Applicable Laws. (c) Eagle shall instruct the Field Force Personnel that are engaged , and in Detailing regarding provisions of this Agreement applicable to Details of the Product, including Section 4.2 a fair and this Section 4.5.1balanced manner. (d) Eagle RareGen shall comply with all Applicable Laws in the hiring, employment, and discharge of all Field Force Personnel. RareGen represents that it is an Equal Opportunity Employer and does not discriminate against any person because of race, color, creed, age, sex, sexual preference, marital status, or national origin. (e) RareGen acknowledges and agrees that TYME Sandoz does not and will not maintain or procure any worker’s compensation, healthcare, or other insurance for or on behalf of the Field Force Personnel, all of which shall be EagleRareGen’s sole responsibilityresponsibility and in RareGen’s sole discretion. (ef) Eagle RareGen acknowledges and agrees that all Field Force Personnel are employees or permitted subcontractors of Eagle RareGen and are not, and are not intended to be or be treated as, employees of TYME Sandoz or any of its Affiliates, and that such individuals are not, and are not intended to be, eligible to participate in any benefits programs or in any “employee benefit plans” (as such term is defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amendedERISA) that are sponsored by TYME Sandoz or any of its Affiliates or that are offered from time to time by TYME Sandoz or its Affiliates to their own employees. All matters of compensation, benefits and other terms of employment for any such Field Force Personnel shall be solely a matter between Eagle RareGen and such individual. TYME Sandoz shall not be responsible to EagleRareGen, or to the Field Force Personnel, for any compensation, expense reimbursements or benefits (including vacation and holiday remuneration, healthcare coverage or insurance, life insurance, severance or termination of employment benefits, pension or profit-sharing benefits and disability benefits), payroll- payroll-related taxes or withholdings, or any governmental charges or benefits (including unemployment and disability insurance contributions or benefits and workmen’s compensation contributions or benefits) that may be imposed upon or be related to the performance by Eagle RareGen or such individuals of this Agreement, all of which shall be the sole responsibility of EagleRareGen, even if it is subsequently determined by any Governmental Authority that any such individual may be an employee or a common law employee of TYME Sandoz or any of its Affiliates or is otherwise entitled to such payments and benefits. (fg) Eagle Except where a particular act or omission is expressly required by Sandoz, RareGen shall be solely responsible for the its acts and omissions and for those acts or omissions of the Field Force Personnel that are not in compliance with Applicable Law and the terms of this Agreement while performing any of the activities under this Agreement. Eagle Except where a particular action or policy is expressly required by Sandoz, RareGen shall be solely responsible and liable for all probationary and termination actions taken by it, as well as for the formulation, content and dissemination (including content) of all employment policies and rules (including written probationary and termination policies) applicable to its employeesemployees and permitted contractors.