Detailing Efforts. The Parties shall market, Detail and ----------------- Co-Promote the Collaboration Products in the United States in accordance with the terms of this Agreement and the relevant U.S. Marketing Plan. No Party shall be required to undertake any activity under this Agreement which it believes, in good faith, would violate any Laws. GSK shall use Commercially Reasonable Efforts to perform its annual Detail Requirements on an ** in each Calendar Quarter. GSK shall use Commercially Reasonable Efforts to maintain a ** the ** and to minimize the turnover of those Sales Representatives assigned to ** in the United States. In any Calendar Year, no more than one-third of all Detail Requirements of a ** = 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. Party for a GI Product in the United States, where Adolor has elected to fund Development Expenses under Section 4.6.5 and has not made a Royalty Conversion Election, shall be made by Specialist Sales Representatives.
Detailing Efforts. In each country of the Co-Promotion Territory in each semi-annual period during the Term, P&G’s Affiliate shall, unless otherwise agreed by the Alliance Management Committee, purchase from API’s Affiliate in such country, and such API Affiliate shall provide to P&G’s Affiliate, API’s Detailing Efforts in such country; provided, however, such purchase and sale of Detailing Efforts shall not be considered in the calculation of P&G’s or API’s ADE for purposes of Section IV(B)(8). Such purchase and sale of such services shall be pursuant to a Marketing Services Agreement to be agreed between such Affiliates pursuant to the terms of Section IV(F). Each party’s Affiliate has the right, but not the obligation, to perform the greater of (1) ***** of the required Detailing Efforts in a particular country and (2) the difference between *****. Each P&G Affiliate and API Affiliate in the Co-Promotion Territory shall keep track of the costs and expenses for Detailing Efforts incurred by such Affiliate. Within thirty (30) days after the last day of each semi-annual period, each Affiliate shall report to the other party’s Affiliate in such country the costs and expenses for such Affiliate’s Detailing Efforts for such semi-annual period and each API Affiliate shall invoice the P&G Affiliate in its country for, and each P&G Affiliate shall pay the API Affiliate in its country for, such costs and expenses, plus a service xxxx up of ***** of such costs and expenses, plus VAT, if applicable. The operation of the calculations set forth in this Section IV(B)(7) is demonstrated by the examples set forth in Schedule IV(B)(7). Any amounts owed pursuant to this Section IV(B)(7) shall be paid pursuant to the applicable Marketing Services Agreement.
Detailing Efforts. The Parties shall market, Detail and ----------------- Co-Promote the Collaboration Products in the United States in accordance with the terms of this Agreement and the relevant U.S. Marketing Plan. No Party shall be required to undertake any activity under this Agreement which it believes, in good faith, would violate any Laws. GSK shall use Commercially Reasonable Efforts to perform its annual Detail Requirements ** in each Calendar Quarter. **. In any Calendar Year, no more than ** of all Detail Requirements of a ** = 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. Party for a GI Product in the United States, where Adolor has elected to fund Development Expenses under Section 4.6.5 and has not made a Royalty Conversion Election, shall be made by Specialist Sales Representatives.
Detailing Efforts. Each party's sales force shall promote the Product in a way that is both cost efficient yet provides coverage of the target prescriber population as set forth in the Marketing Plan. Call Reporting Each party will generate and maintain their own internal call reporting system which shall be the basis for generating reports on Detailing activity to designated institution and physician targets within 45 business days after the end of each calendar quarter. The parties will exchange reports displaying the call frequency by institution and target physician specialty.
Detailing Efforts. In accordance with Section 3.4.3(b) (Specific Responsibilities of the JCC), the JCC will [***] to be provided in each country in the Territory, which will be set forth in the CAN Plan. Each Party will use its Commercially Reasonable Efforts to divide Detailing activities between the Parties in the CAN Plan so that Licensee is to provide the Licensee Collaboration Share Percentage and Akebia is to provide the Akebia Collaboration Share Percentage, in each case, of the total Details planned to be provided by the Parties in the Territory. In addition, prior to the First Commercial Sale of the first Licensed Product in the Territory, and thereafter from time-to-time, the JCC will determine: (a) mechanisms and metrics to assess the quality and productivity of the Details for the Licensed Products provided by each Party, which metrics may be based on [***] to which a Party provides Details (the “Successful Detailing Metrics”), (b) appropriate metrics for tracking Detailing efforts, (c) appropriate criteria for assessing any discrepancy between a Party’s Detailing efforts and its Required Details, (d) thresholds that must be met with respect to such discrepancy in efforts, prior to any adjustment in Detailing efforts being made in any country in the Territory; provided that the threshold for rectifying discrepancy in efforts, as provided in Section 7.8.2 (Detailing Efforts Shortfalls) shall be [***]% unless the JCC agrees otherwise, and (e) a plan to address situations where a Party is not performing its Commercialization activities in accordance with this Agreement or the CAN Plan, including chronic Detailing Shortfalls by a Party in any country in the Territory. In addition, prior to such First Commercial Sale, the JCC will determine the appropriate remedy to compensate the other Party if a Party (the “Underperforming Party”) (i) materially fails (i.e., beyond the thresholds determined by the JCC pursuant to clause (d) above) to provide such Party’s [***], on a country-by-country basis, set forth in the applicable CAN Plan for such country in the Territory during the applicable year (“Required Details”) or (ii) does not provide the [***] in a manner that [***] (such failure to perform a Party’s [***] as set forth in clause (i) or failure to perform such [***] with acceptable [***] as set forth in clause (ii), in each case, a “Detailing Shortfall”).
Detailing Efforts. If the amount of the Detailing Shortfall is less than [***]% of the Required Details (or such other threshold as may be determined by the JCC pursuant to Section 7.8.1 (Detailing Efforts)) in such country during the applicable year, then such unequal efforts will be rectified in the next calendar year by revising the applicable CAN Plan for such country to adjust the number of the Detailing efforts to be provided by each Party. Notwithstanding the foregoing, for purposes of determining any shortfall in the number of Details actually performed by a Party, if a Party has performed more Details in one country than are set forth in the CAN Plan for such country, then such excess [***]. The remedies established by the JCC in accordance with Section 7.8.1 (Detailing Efforts) will be a Party’s sole and exclusive remedy for the Underperforming Party’s failure to provide its share of Required Details or for any other Detailing Shortfall.
Detailing Efforts. 5.3.1 Any Co-Promotion activities conducted by the Parties shall be conducted in accordance with the Marketing Plan and as directed by the JCC. The Parties shall only use promotional materials, advertising and literature approved by the
Detailing Efforts. Each Party shall use Commercially Reasonable Efforts to fulfill its Detailing and other Co-Promotion obligations under this Agreement. All Detailing and promotional activity shall be in accordance with the terms of this Agreement and the then-current U.S. Commercialization Plan. No Party shall be ***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. required to undertake any activity under this Agreement that it believes, in good faith, would violate any Laws.
Detailing Efforts. 5.5.1 Any Co-Promotion and Detailing activities conducted by the Parties shall be conducted in accordance with the terms of this Agreement and the Marketing Plan and as directed by the GJMC and the applicable RJMC. The Parties shall only use Promotional Materials approved by the applicable RJMC. No Party shall be required to undertake any activity under this Agreement which it believes, in good faith, would violate any Laws. In the event of a conflict between the policies of each Party with respect to Promotional Materials or Co-Promotion and Detailing activities, the GJMC or the relevant RJMC shall determine which policy will be followed.
Detailing Efforts. (a) Except as may otherwise be agreed in writing, each Party shall use [***] to perform the total number of Details for each of the Oncology Product in the Oncology Field and the WH Product in the WH Field in United States assigned to each Party as set forth in the applicable Co-Promotion Commercialization Plan and Budget(the “Annual Detail Commitment”). The Parties shall agree, acting reasonably, each Party’s Detailing commitment and when any Detailing Shortfall calculations and payments will apply for each of such Products in Canada upon its launch in Canada.
(b) For the purposes of counting Details conducted, a Detail will be counted either as a full Detail or as a partial Detail based on the weightings set forth in Exhibit 6.1.
