Co-Promoter Sample Clauses

Co-Promoter. (a) MxxxxxXxxxx hereby appoints Auriga as the co-promoter of the Product for purposes of Auriga’s promotion of the Product through its Sales Force to PCPs. Auriga accepts such appointment and agrees to promote the Product through the Sales Force only to PCPs in a manner consistent with this Agreement and the directions of MxxxxxXxxxx for the Product. Neither Party shall authorize any Third Party to promote the Product to PCPs. MxxxxxXxxxx represents and warrants to Auriga that as of the Effective Date, no Third Party is authorized to promote the Product to PCPs. Auriga, through the Sales Force, shall have the co-exclusive right, along with Mxxxxxxxxxx, to promote the Product to PCPs. (b) At Auriga’s sole cost and expense, Auriga agrees to use diligent efforts at a level equal to the highest industry standards to market and promote the Product through the Sales Force to PCPs, all in a manner similar to the promotion of Auriga manufactured products. Without limiting the foregoing, Auriga agrees: (1) to establish and maintain a commercially reasonable and sufficient number of, employed sales representatives to comprise the Sales Force whose responsibility includes Detailing the Product to PCPs; (2) to train such Sales Force with respect to the proper and acceptable Detailing of the Product using the training materials provided by MxxxxxXxxxx pursuant to Section 2.2(a)(iii) below), and (3) to use such Sales Force to actively promote the Product in accordance with the Performance Metrics detailed in Schedule 1. MxxxxxXxxxx reserves and retains the right to promote the Product to PCPs within the Territory, provided, that (i) all such promotion shall be solely at MxxxxxXxxxx’x cost and expense, and (ii) all amounts generated from sales resulting from such promotion shall be included as Net Sales for purposes of determining Auriga’s compensation, unless otherwise agreed to beforehand by the Parties. Auriga sales representatives shall at all times while marketing and promoting the Product to PCPs, be subject to MxxxxxXxxxx’x policies and procedures (if any) related to the marketing and promotion of the Product (“MxxxxxXxxxx Policies”) which have been provided to Auriga. At all times, Auriga’s sales representatives shall also be subject to Auriga’s policies and procedures (if any) related to the marketing and promotion of Auriga’s products; to the extent that Auriga policies and procedures are inconsistent with MxxxxxXxxxx’x then current policies and procedures (if ...