Common use of Appointment; Exclusivity Clause in Contracts

Appointment; Exclusivity. (a) Cardinal Health will provide medical education and sales force services to Client with respect to the Product as may be requested from time-to-time by Client and agreed to by Cardinal Health (collectively, the “Services”). Client hereby appoints Cardinal Health as the exclusive “Agency of Record” for medical education and sales force services relating to the Product and agrees that during the Term (as defined in Section 14(a)) it will not grant any other person or entity the right to provide medical education and sales force services relating to the Product anywhere in the United States; subject, however, to Section 1(b) below. In the event Client desires other commercialization services offered by Cardinal Health, such as drug development, manufacturing, storage, distribution, product return or recall, analytical or packaging services, the parties will negotiate the terms of such services in good faith. (b) The parties acknowledge and agree that, notwithstanding any other provision of this Agreement, Client may enter into one or more collaboration or partnership agreements or other similar arrangements with third parties during the Term with respect to the development and commercialization of the Product (each, a “Partnering Agreement”). In any such event, Client will exercise all reasonable efforts to cause Cardinal Health to be selected as the vendor of choice for all or substantially all Services, with respect to the Product, to the extent that such Services are outsourced. If Cardinal Health is selected as the vendor for all or any portion of such Services, the parties will, if necessary, modify any then-current Workplans (as defined in Section 3(a)) including the Budgets therein, to reflect the modified Services as a result of such Partnering Agreement. If, despite the exercise by Client of all reasonable efforts to cause Cardinal Health to be selected as the vendor of choice, Cardinal Health is not selected to be the vendor of a substantial portion of the Services with respect to the Product in the United States as a result of the Partnering Agreement, then Cardinal Health will no longer be the Agency of Record for the Services relating to the Product, and either party may terminate this Agreement in accordance with the provisions of Sections 14(d) and 14(f).

Appointment; Exclusivity. (a) Cardinal Health CHS will provide medical education and sales force marketing communications services to Client with respect to the Product as may be requested from time-to-time by Client and agreed to by Cardinal Health CHS (collectively, the “Services”), which may include strategic consulting, advertising, promotion, contract marketing, market research, interactive applications and website development, data analytics, branding, and relationship marketing. For clarity, booking sales of the Product will not be included in the Services to be provided by CHS hereunder, and Client will be solely responsible for booking all sales of the Product. Client hereby appoints Cardinal Health CHS as the exclusive “Agency of Record” for medical education and sales force marketing communications services relating to the Product and agrees that during the Term (as defined in Section 14(a)) it will not grant any other person or entity the right to provide medical education and sales force services relating marketing communications rights to the Product anywhere in the United States; subject, however, to Section 1(b) below. In the event Client desires other commercialization services offered by Cardinal Health, such as drug development, manufacturing, storage, distribution, product return or recall, analytical or packaging services, the parties will negotiate the terms of such services in good faith. (b) The parties acknowledge and agree that, notwithstanding any other provision of this Agreement, Client may enter into one or more collaboration or partnership agreements or other similar arrangements with third parties (exclusive of third party marketing services organizations) during the Term with respect to the development and commercialization of the Product (each, a “Partnering Agreement”). In any such event, Client will exercise all reasonable efforts to cause Cardinal Health CHS to be selected as the vendor of choice for all or substantially all Services, Services with respect to the Product, to the extent that such Services are outsourced. If Cardinal Health CHS is selected as the vendor for all or any portion of such Services, the parties will, if necessary, modify any then-current Workplans (as defined in Section 3(a)) including the Budgets therein, to reflect the modified Services as a result of such Partnering Agreement. If, as a result of a Partnering Agreement and despite the exercise by Client of all reasonable efforts to cause Cardinal Health CHS to be selected as the vendor of choice, Cardinal Health CHS is not selected to be the vendor of a substantial portion of the Services with respect to the Product in the United States as a result of the Partnering AgreementStates, then Cardinal Health CHS will no longer be the Agency of Record for the Services relating to the Product, and either party may terminate this Agreement in accordance with the provisions of Sections 14(d) and 14(f).