Common use of Adjustment of Marketing Contribution Clause in Contracts

Adjustment of Marketing Contribution. On a Collaboration ------------------------------------ Product-by-Collaboration Product basis, in the event that a Party only performs between ** percent (**%) and ** percent (**%) of its Detail Requirements (measured for both its total Details and Primary Details) in a Calendar Year (the "Defaulting Party"), then the Defaulting Party's share of the Adolor ---------------- Product Marketing Contribution or GI Product Marketing Contribution, as applicable, for such Calendar Year shall be reduced by ** percentage (**%) points and the other Party's share of the Adolor Product Marketing Contribution or the GI Product Marketing Contribution, as applicable, for such Calendar Year shall be correspondingly increased. In the event the Defaulting Party performs less than ** percent (**%) of its Detail Requirements (measured for both its total Details and Primary Details) for a Collaboration Product in such Calendar Year, then, in addition to the ** percentage (**%) point reduction, the Defaulting Party's share of the Adolor Product Marketing Contribution or GI Product Marketing Contribution, as applicable, for such Calendar Year shall also be reduced ** percentage (**%) ** for each ** percentage (**%) ** that the Defaulting Party's actual number of Details is less than ** percent (**%) of the Defaulting Party's Detail Requirements (measured for both its total Details and Primary Details) and the other Party's share of the Adolor Product Marketing Contribution or the GI Product Marketing Contribution, as applicable, for such Calendar Year shall be correspondingly increased. If a Party is a Defaulting Party for a Collaboration Product for ** (**) **, then the Adolor Product Marketing Contribution or the GI Product Marketing Contribution, as applicable, shall be permanently reduced and correspondingly increased for the other Party, by an amount equal to the average of the adjustments made for the ** (**) **. In the event that a Party fails to perform at least ** percent (**%) of its Detail Requirements (measured for both its total Details and Primary Details) for a Collaboration Product in a Calendar Year, that Party shall be deemed to have materially breached this Agreement and such breach shall be deemed incurable. For purposes of this Section, the determination as to whether GSK has met its minimum Detail Requirements shall be made with respect to both its Detail Requirements to ** as a Target Audience and to GSK's total ** = Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.