Common use of ADVERTISING AND PROMOTIONS Clause in Contracts

ADVERTISING AND PROMOTIONS. Nipro, its Affiliates and -------------------------- Subdistributors shall bear all expenses associated with the marketing, sales and customer support of the FreeStyle Products in the Territory. Promptly upon receipt of all necessary Approvals (as defined in Section 8.1), Nipro shall, at its own expense, (i) use commercially reasonable efforts to promote the sale and distribution of the FreeStyle Products to Customers in the Territory, and (ii) use commercially reasonable efforts to realize the maximum sales potential for the FreeStyle Products to Customers in the Territory. Such commercially reasonable efforts by Nipro may include without limitation the following: (a) maintenance of an adequate and experienced sales force; (b) dedication of sufficient product and project management, marketing and customer support resources to pursue the market opportunities for the product in the Territory; (c) the preparation of promotional aids and materials; (d) the translation of clinical, technical, packaging, advertising, and promotional materials into the primary language(s) within the Territory; provided, however, that TheraSense shall own all rights in and to such translations, subject to the Translation Repayment (as defined in Section 7.2.2 below); (e) advertising the FreeStyle Products in professional and consumer publications within the Territory; (f) participating in congresses, symposia, and exhibitions within the Territory; (g) systematically identifying and targeting key customers and making sales calls on such customers within the Territory. (h) sponsoring technical papers and presentations. (i) organization of user panels to provide insight into customer decision making. In addition to the foregoing, Nipro shall (i) use reasonable efforts, at its own expense, to maintain a sufficient inventory of FreeStyle Products and to fulfill forecast demand for FreeStyle Products within the Territory; and (ii) act so as to establish and maintain a favorable reputation of the FreeStyle Products and marks in the Territory.

ADVERTISING AND PROMOTIONS. Nipro, its Affiliates and -------------------------- Subdistributors shall bear all expenses associated with the marketing, sales and customer support of the FreeStyle Products in the Territory. Promptly upon receipt of all necessary Approvals (as defined in Section 8.1), Nipro Disetronic shall, at its own expense, (i) -------------------------- use commercially reasonable efforts to promote the sale and distribution of the FreeStyle Products to Customers in the FreeStyle Territory, and (ii) use commercially reasonable efforts to realize the maximum sales potential for the FreeStyle Products to Customers in the FreeStyle Territory. Such commercially reasonable efforts by Nipro may Disetronic shall include without limitation the following: (a) 6.1.1 maintenance of an adequate and experienced sales force for such purposes, such as Disetronic's existing insulin pump sales force, in the respective countries in the Freestyle Territory; (b) 6.1.2 dedication of sufficient product and project management, marketing and customer support financial resources to pursue the market opportunities for the product in the FreeStyle Territory; (c) 6.1.3 provide adequate contact with existing and potential Customers within the European Territory and with Pump Customers within the U.S. Territory on a regular basis, consistent with good business practice; 6.1.4 assessment of Customers' requirements for Freestyle Products, including modifications and improvements thereto, in terms of quality, design, functional capability, and other features; 6.1.5 the preparation of promotional aids and materialsmaterials in the primary languages within the European Territory; (d) 6.1.6 the translation of clinical, technical, packaging, advertising, all user and promotional materials technical manuals into the primary language(s) languages within the European Territory; provided, however, that TheraSense shall own all rights in and to such translations, subject to the Translation Repayment (as defined in Section 7.2.2 below); (e) 6.1.7 advertising the FreeStyle Products in professional trade and consumer publications within the Territoryother relevant publications; (f) 6.1.8 participating in congressesappropriate trade shows at which FreeStyle Products are displayed by Disetronic; provided that if such trade shows are outside of the FreeStyle Territory, symposiaDisetronic shall obtain prior written approval from TheraSense, and exhibitions within the Territory;such approval not to be unreasonably withheld; and (g) systematically identifying and targeting key customers and 6.1.9 making sales calls on such customers physicians within the FreeStyle Territory. (h) sponsoring technical papers and presentations. (i) organization of user panels to provide insight into customer decision making. In addition to the foregoing, Nipro Disetronic shall (i) *** in the European Territory, offer a System Kit (as defined in Exhibit A hereto) *** to Customers in the European Territory (but in no event *** per System Kit); (ii) *** in the U.S. Territory, offer a System Kit (as defined in Exhibit A hereto) *** (but in no event ***) to Pump Customers in the U.S. Territory using offer materials agreed to by TheraSense in writing; and (iii) use reasonable efforts, at its own expense, to maintain a sufficient inventory of FreeStyle Products and to fulfill forecast demand for FreeStyle Products within the Territory; and (ii) act so as to establish and maintain a favorable reputation of the FreeStyle Products and marks in the Territory.