Common use of Detailing Clause in Contracts

Detailing. Each Sales Representative shall conduct face-to-face one-on-one discussions with Target Prescribers during which a promotional message involving the Products is given for the purpose of promoting the Products to such Target Prescribers in accordance with this Agreement (each such discussion being a “Detail” and the holding of such meetings being “Detailing”). For the avoidance of doubt, (i) a reminder presentation or a sample drop shall not constitute a Detail, a Primary Detail or a Non-Primary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Non-Primary Detail. VCS shall cause the Sales Representatives to conduct *** Primary Details per year (*** Primary Details per calendar quarter) to Call Plan targets. Generally, a VCS Sales Representative is expected to use the Product Literature (and only the Product Literature) when making a Call and to leave one or more copies of the Product Literature and full prescribing information with the Target Prescriber as part of the Call. VCS shall require each VCS Sales Representative to accurately record information concerning each Call and concerning the profile of each Target Prescriber on whom the VCS Sales Representative Calls. Such recorded information shall be deemed to be the property of CLIENT. MANAGER HIRE STATUS VCS will also provide 27 full-time District Managers, 1 Project Manager and 1 National Sales Director under this Agreement. All of the managers to be provided will be VCS employees. The District Managers, Project Manager and National Sales Director will be dedicated to the VCS Field Force. As dedicated managers, the VCS managers may not manage persons other than the VCS Field Force. ALIGNMENTS The configurations of the sales districts and of the Territories within each district to be serviced by the VCS Field Force have been or will be provided to VCS; will be maintained by VCS at its offices; and may be amended or reconfigured from time to time only upon prior written approval of CLIENT. HIRING PROFILE In selecting the Sales Representatives, District Managers, Project Manager and National Sales Director, VCS will use the preferred hiring profile approved by CLIENT as set forth in Schedule A-1C to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. VCS will take reasonable steps to confirm the accuracy of information concerning background and experience received from applicants for positions as Sales Representatives, District Managers, Project Manager and National Sales Director. VCS will review all potential hires with CLIENT and take into consideration all of CLIENT’s recommendations. VCS will be solely responsible for all hiring decisions. VCS will ensure that each Sales Representative, District Manager, Project Manager and National Sales Director receive the appropriate new-hire information package set forth in Schedule A-1D to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. TRAINING VCS will cause each new Sales Representative, District Manager, Project Manager, National Liaison and National Sales Director to participate in appropriate training (both at-home study and class time). CLIENT will cooperate in providing training aids and personnel useful in the conduct of such training. The training responsibilities of the parties are as follows:

Detailing. Each Sales Representative shall conduct face-to-face one-on-one discussions with Target Prescribers during which a promotional message involving the Products is given for the purpose of promoting the Products to such Target Prescribers in accordance with this Agreement (each such discussion being a “Detail” and the holding of such meetings being “Detailing”). For the avoidance of doubt, (i) a reminder presentation or a sample drop shall not constitute a Detail, a Primary Detail or a Non-Primary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Non-Primary Detail. VCS shall cause the Sales Representatives to conduct *** Primary Details per year (*** Primary Details per calendar quarter) to Call Plan targets. Generally, a VCS Sales Representative is expected to use the Product Literature (and only the Product Literature) when making a Call and to leave one or more copies of the Product Literature and full prescribing information with the Target Prescriber as part of the Call. VCS shall require each VCS Sales Representative to accurately record information concerning each Call and concerning the profile of each Target Prescriber on whom the VCS Sales Representative Calls. Such recorded information shall be deemed to be the property of CLIENT. MANAGER HIRE STATUS VCS will also provide 27 *** full-time District Managers, 1 Managers and *** Project Manager and 1 National Sales Director under this Agreement. All of the managers to be provided will be VCS employees. The District Managers, Managers and Project Manager and National Sales Director will be dedicated to the VCS Field Force. As dedicated managers, the VCS managers may not manage persons other than the VCS Field Force. ALIGNMENTS The configurations of the sales districts and of the Territories within each district to be serviced by the VCS Field Force have been or will be provided to VCS; will be maintained by VCS at its offices; and may be amended or reconfigured from time to time only upon prior written approval of CLIENT. HIRING PROFILE In selecting the Sales Representatives, District Managers, Project Manager and National Sales Director, VCS will use the preferred hiring profile approved by CLIENT as set forth in Schedule A-1C to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. VCS will take reasonable steps to confirm the accuracy of information concerning background and experience received from applicants for positions as Sales Representatives, District Managers, Project Manager and National Sales Director. VCS will review all potential hires with CLIENT and take into consideration all of CLIENT’s recommendations. VCS will be solely responsible for all hiring decisions. VCS will ensure that each Sales Representative, District Manager, Project Manager and National Sales Director receive the appropriate new-hire information package set forth in Schedule A-1D to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. TRAINING VCS will cause each new Sales Representative, District Manager, Project Manager, National Liaison and National Sales Director to participate in appropriate training (both at-home study and class time). CLIENT will cooperate in providing training aids and personnel useful in the conduct of such training. The training responsibilities of the parties are as follows:.

Detailing. Each Party will be responsible for providing its Detail Percentage of the total number of Details for any period, and such Party’s Sales Representative shall conduct faceForce will Detail Products in the Co-to-face one-on-one discussions with Target Prescribers during which a promotional message involving the Products is given for the purpose of promoting the Products Promotion Territory to such Target Prescribers Targeted Physicians, in accordance with this Agreement (the Call Plan. Unless otherwise agreed by the Parties, each Party’s Detail Percentage with respect to any Product or Opportunity shall equal such discussion being a “Detail” and Party’s percentage share of U.S. Pre-Tax Profits or Losses with respect to such Product or Opportunity, as determined pursuant to the holding of such meetings being “Detailing”). For the avoidance of doubt, (i) a reminder presentation or a sample drop shall not constitute a Detail, a Primary Detail or a Non-Primary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Non-Primary Detail. VCS shall cause the Sales Representatives to conduct *** Primary Details per year (*** Primary Details per calendar quarter) to Call Plan targets. Generally, a VCS Sales Representative is expected to use the Product Literature (and only the Product Literature) when making a Call and to leave one or more copies of the Product Literature and full prescribing information with the Target Prescriber as part of the Call. VCS shall require each VCS Sales Representative to accurately record information concerning each Call and concerning the profile of each Target Prescriber on whom the VCS Sales Representative Calls. Such recorded information shall be deemed to be the property of CLIENT. MANAGER HIRE STATUS VCS will also provide 27 full-time District Managers, 1 Project Manager and 1 National Sales Director under this Collaboration Agreement. All of the managers to be provided will be VCS employees. The District Managers, Project Manager and National Sales Director will be dedicated Notwithstanding anything to the VCS Field Force. As dedicated managers, the VCS managers may not manage persons other than the VCS Field Force. ALIGNMENTS The configurations of the sales districts and of the Territories within each district to be serviced by the VCS Field Force have been or will be provided to VCS; will be maintained by VCS at its offices; and may be amended or reconfigured from time to time only upon prior written approval of CLIENT. HIRING PROFILE In selecting the Sales Representatives, District Managers, Project Manager and National Sales Director, VCS will use the preferred hiring profile approved by CLIENT as set forth contrary in Schedule A-1C to this Agreement, however, during the Product launch phase of the Parties’ Commercialization efforts, the Parties may by mutual agreement substitute performance metrics [**] in the Call Plan. After the Product launch phase of the Parties’ Commercialization efforts, the Parties may by mutual agreement make further modifications to the performance metrics on which the Call Plan is based. The Call Plan shall express the Parties’ obligations thereunder in terms of Details or any substitute metrics as the same Parties may agree and each Party’s sales representatives shall be amended from time to time provided with the prior written approval of CLIENT. VCS will take reasonable steps to confirm the accuracy of information concerning background and experience received from applicants for positions as Sales Representatives, District Managers, Project Manager and National Sales Director. VCS will review all potential hires with CLIENT and take into consideration all of CLIENT’s recommendations. VCS will be solely responsible for all hiring decisions. VCS will ensure that each Sales Representative, District Manager, Project Manager and National Sales Director receive the appropriate new-hire information package set forth quarterly performance targets stated in Schedule A-1D to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. TRAINING VCS will cause each new Sales Representative, District Manager, Project Manager, National Liaison and National Sales Director to participate in appropriate training (both at-home study and class time). CLIENT will cooperate in providing training aids and personnel useful in the conduct terms of such trainingmetrics. Each sales representative shall [**] metrics shall be generated. [**] shall be [**] with both Parties’ [**] shall be [**]. The training responsibilities Parties’ respective obligations under any Call Plan shall be established based on the principle that the Parties’ respective efforts under the Call Plan shall be attainable by respective Sales Forces of sizes proportional to the parties are as follows:Parties’ respective percentage share of U.S. Pre-Tax Profits or Losses made up of sales representatives devoting substantially equivalent efforts to such Product or Opportunity.

Detailing. Each Sales Representative shall conduct face-to-face one-on-one discussions with Target Prescribers during which a promotional message involving the Products is given for the purpose of promoting the Products to such Target Prescribers in accordance with this Agreement (each such discussion being a “Detail” and the holding of such meetings being “Detailing”). For the avoidance of doubt, (i) a reminder presentation or a sample drop The Parties shall not constitute a Detail, a Primary establish an annual detailing and targeting plan (“Field Force Detailing Plan”) for inclusion in the Shared Territory Commercialization Plan. Such plan shall include the Specialty Detail or a Effort and number of Details to be conducted to primary care physicians and Non-Primary Detail; Prescribers. With respect to the Specialty Detail Effort, such plan shall include the targeted healthcare provider segments and number of Details to be conducted by each Party, consistent with the Medivation Detail Requirement. The JCC shall, in a manner consistent with the Medivation Promotional Share, equitably allocate responsibility for the Specialty Detail Effort between the Parties’ respective Sales Representatives among particular groups of Specialists, including equitable allocation (access and potential) of target and high decile prescribers and practices. (ii) presentations In consultation with Partner, Medivation shall establish a computer-based system, consistent with Partner’s internal practice of recording and tracking Details of Product in the Shared Territory, that shall accurately record and track all Details by the Medivation Sales Representatives, which system design shall be subject to groupsaudit by Partner to ensure such system is consistent with Partner’s practice. Each Party shall deliver to the other Party a preliminary report containing its good faith estimate of the number of Details conducted by the Medivation Sales Representatives during each Calendar Quarter or Partner’s Sales Representatives during each Partner Quarter, medical conventions as the case may be, no later than [*] days after the end of each Calendar Quarter. No later than [*] days after the end of such Calendar Quarter, each Party shall deliver to the other Party a report indicating the actual number of Details conducted by such Party for such Calendar Quarter (in the case of Medivation) or institutions Partner Quarter [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (in the case of Partner). Medivation shall include in its calculation of Joint Commercialization Costs pursuant to Section 8.2 its Field Force Detailing Cost for the applicable Calendar Quarter; provided that if the aggregate number of Details for the Calendar Quarter and each of the previous Calendar Quarters for the Calendar Year is greater than [*] of the Medivation Detail Requirement, then only the incremental Field Force Detailing Cost for such Calendar Quarter up to and including [*] of the Medivation Detail Requirement shall be included in Joint Commercialization Costs for such Calendar Quarter and subject to Section 5.10(d)(iii), Medivation shall not constitute a Detailinclude any additional Field Force Detailing Cost in Joint Commercialization Cost for the remainder of the Calendar Year. Partner shall include in its calculation of Joint Commercialization Costs pursuant to Section 8.2 its Field Force Detailing Cost for the applicable Partner Quarter; provided that if the aggregate number of Details to each of Specialists, a Primary Detail primary care physicians or a Non-Primary Detail. VCS shall cause Prescribers, for the Sales Representatives Partner Quarter and each of the previous Partner Quarters for the Partner Year with respect to conduct such Specialists, primary care physicians or Non-Prescribers is greater than [*** Primary ] of the number of Details per year (*** Primary Details per calendar quarter) allocated to Call Plan targets. GenerallyPartner for that group in the Field Force Detailing Plan, a VCS Sales Representative is expected to use the Product Literature (and then only the Product Literature) when making a Call incremental Field Force Detailing Cost up to and to leave one or more copies including [*] of the Product Literature number of Details allocated to Partner for such group shall be included in Joint Commercialization Costs and full prescribing information with subject to Section 5.10(d)(iii), Partner shall not include any additional Field Force Detailing Cost in Joint Commercialization Cost for the Target Prescriber as part remainder of the Call. VCS shall require each VCS Sales Representative to accurately record information concerning each Call and concerning Partner Year for such group. (iii) If a Party believes that it will provide less than the profile aggregate number of each Target Prescriber on whom the VCS Sales Representative Calls. Such recorded information shall be deemed to be the property of CLIENT. MANAGER HIRE STATUS VCS will also provide 27 full-time District Managers, 1 Project Manager and 1 National Sales Director under this Agreement. All of the managers Details required to be provided will be VCS employees. The District Managers, Project Manager and National Sales Director will be dedicated by it to Specialists for a Calendar Year (with respect to Medivation) or Partner Year (with respect to Partner) pursuant to the VCS Field ForceForce Detailing Plan, it shall notify the other Party. As dedicated managers, If in any Calendar Year either Party notifies the VCS managers may not manage persons other Party that it will provide less than the VCS Field Force. ALIGNMENTS The configurations aggregate number of the sales districts and of the Territories within each district Details required to be serviced provided by it to Specialists for such Calendar Year or Partner Year, as applicable, pursuant to the VCS Field Force have been or will Detailing Plan, then the other Party shall be provided entitled (but shall not be obligated) to VCS; will be maintained by VCS at its offices; and provide such additional Details as may be amended necessary to make up some or reconfigured from time all of such shortfall and shall include the Field Force Detailing Costs associated with replacing the unprovided Details (to time only upon prior written approval the extent actually replaced by such other Party) in its calculation of CLIENT. HIRING PROFILE In selecting Joint Commercialization Costs pursuant to Section 8.2 notwithstanding the Sales Representatives, District Managers, Project Manager and National Sales Director, VCS will use the preferred hiring profile approved by CLIENT as limitation set forth in Schedule A-1C Section 5.10(d)(ii). (iv) Neither Party’s Sales Representatives shall be permitted to this Agreement, as the same may be amended from time to time with the prior written approval Detail more than [*] (inclusive of CLIENT. VCS will take reasonable steps to confirm the accuracy of information concerning background and experience received from applicants for positions as Sales Representatives, District Managers, Project Manager and National Sales Director. VCS will review all potential hires with CLIENT and take into consideration all of CLIENT’s recommendations. VCS will be solely responsible for all hiring decisions. VCS will ensure that each Sales Representative, District Manager, Project Manager and National Sales Director receive the appropriate new-hire information package set forth in Schedule A-1D to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. TRAINING VCS will cause each new Sales Representative, District Manager, Project Manager, National Liaison and National Sales Director to participate in appropriate training (both at-home study and class time). CLIENT will cooperate in providing training aids and personnel useful in the conduct of such training. The training responsibilities of the parties are as follows:[*] being [*] by [*] on [*].

Detailing. Each Sales Representative shall conduct face-to-face one-on-one discussions with Target Prescribers during which a promotional message involving the Products is given for the purpose of promoting the Products to such Target Prescribers in accordance with this Agreement (each such discussion being a “Detail” and the holding of such meetings being “Detailing”). For the avoidance of doubt, (i) a reminder presentation or a sample drop shall not constitute a Detail, a Primary Detail or a Non-Primary Secondary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Non-Primary Secondary Detail. VCS shall cause the Sales Representatives to conduct Calls against *** Primary Details per year (*** Primary Details per calendar quarter) to Call Plan targetsas set forth in this Agreement. Generally, a VCS Sales Representative is expected to use the Product Literature (and only the Product Literature) when making a Call and to leave one or more copies of the Product Literature and full prescribing information with the Target Prescriber as part of the Call. VCS shall require each VCS Sales Representative to accurately record information concerning each Call and concerning the profile of each Target Prescriber on whom the VCS Sales Representative Calls. Such recorded information shall be deemed to be the property of CLIENT. MANAGER HIRE STATUS VCS will also provide 27 the number of full-time District Managers, 1 Managers and Project Manager and 1 National Sales Director under Managers as specified in this Agreement. All of the managers to be provided will be VCS employees. The District Managers, Project Manager and VCS’ National Sales Director will be dedicated to the VCS Field Force. As dedicated managers, the VCS managers may not manage persons other than the VCS Field Force. ALIGNMENTS The configurations of the sales districts and of the Territories within each district to be serviced by the VCS Field Force have been or will be provided to VCS; will be maintained by VCS at its offices; and may be amended or reconfigured from time to time only upon prior written approval of CLIENT. HIRING PROFILE In selecting the Sales Representatives, District Managers, Project Manager and its National Sales Director, VCS will use the preferred hiring profile approved by CLIENT as set forth in Schedule A-1C to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. VCS will take reasonable steps to confirm the accuracy of information concerning background and experience received from applicants for positions as Sales Representatives, District Managers, Project Manager and VCS National Sales Director. VCS will review all potential hires with CLIENT and take into consideration all of CLIENT’s recommendations. VCS will be solely responsible for all hiring decisions. VCS will ensure that each Sales Representative, District Manager, Project Manager and VCS National Sales Director receive receives the appropriate new-hire information package set forth in Schedule A-1D to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. TRAINING VCS will cause each new Sales Representative, District Manager, Project Manager, National Liaison Manager and VCS National Sales Director to participate in appropriate training (both at-home study and class time). CLIENT and VCS shall collaborate on the scheduling of training for any new hires in the VCS Field Force. If there is a vacancy in the VCS Field Force, VCS shall use commercially reasonable efforts to ensure that the vacancy is filled in a timely fashion so as to complete all required training as soon as possible after hiring. CLIENT will cooperate in providing training aids and personnel useful in the conduct of such training. The training responsibilities of the parties are as follows:set forth in the following table, which may be amended from time to time upon mutual agreement of the parties: VCS employee specific training, e.g., HR policies, expense mgmt, etc VCS VCS employee specific training, e.g., HR policies, expense mgmt, etc VCS Fleet VCS Fleet VCS Health Care Compliance VCS Health Care Compliance VCS PDMA/Sample Accountability VCS PDMA/Sample Accountability VCS Adverse Event and Reporting VCS Adverse Event and Reporting VCS Medical Information Requests CLIENT Medical Information Requests VCS Product and Disease Training CLIENT Product and Disease Training CLIENT Marketing and Sales Strategy, General Selling Skills CLIENT Marketing and Sales Strategy, General Selling Skills CLIENT Sales Force Automation tool & other applicable applications and functions CLIENT Sales Force Automation tool & other applicable applications and functions VCS VCS and/or CLIENT will be responsible for the creation of all training materials and for the content of all training set forth in the “Initial Training” section above.

Detailing. Each Sales Representative shall conduct face-to-face one-on-one discussions with Target Prescribers during which a promotional message involving the Products is given for the purpose of promoting the Products to such Target Prescribers in accordance with this Agreement (each such discussion being a “Detail” and the holding of such meetings being “Detailing”). For the avoidance of doubt, (i) a reminder presentation or a sample drop shall not constitute a Detail, a Primary Detail or a Non-Primary Secondary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Non-Primary Secondary Detail. VCS shall cause the Sales Representatives to conduct Calls against *** Primary Details per year (*** Primary Details per calendar quarter) to Call Plan targetsas set forth in this Agreement. Generally, a VCS Sales Representative is expected to use the Product Literature (and only the Product Literature) when making a Call and to leave one or more copies of the Product Literature and full prescribing information with the Target Prescriber as part of the Call. VCS shall require each VCS Sales Representative to accurately record information concerning each Call and concerning the profile of each Target Prescriber on whom the VCS Sales Representative Calls. Such recorded information shall be deemed to be the property of CLIENT. MANAGER HIRE STATUS VCS will also provide 27 the number of full-time District Managers, 1 Managers and Project Manager and 1 National Sales Director under Managers as specified in this Agreement. All of the managers to be provided will be VCS employees. The District Managers, Project Manager and VCS’ National Sales Director will be dedicated to the VCS Field Force. As dedicated managers, the VCS managers may not manage persons other than the VCS Field Force. ALIGNMENTS The configurations of the sales districts and of the Territories within each district to be serviced by the VCS Field Force have been or will be provided to VCS; will be maintained by VCS at its offices; and may be amended or reconfigured from time to time only upon prior written approval of CLIENT. HIRING PROFILE In selecting the Sales Representatives, District Managers, Project Manager and its National Sales Director, VCS will use the preferred hiring profile approved by CLIENT as set forth in Schedule A-1C to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. VCS will take reasonable steps to confirm the accuracy of information concerning background and experience received from applicants for positions as Sales Representatives, District Managers, Project Manager and VCS National Sales Director. VCS will review all potential hires with CLIENT and take into consideration all of CLIENT’s recommendations. VCS will be solely responsible for all hiring decisions. VCS will ensure that each Sales Representative, District Manager, Project Manager and VCS National Sales Director receive receives the appropriate new-hire information package set forth in Schedule A-1D to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. TRAINING VCS will cause each new Sales Representative, District Manager, Project Manager, National Liaison Manager and VCS National Sales Director to participate in appropriate training (both at-home study and class time). CLIENT and VCS shall collaborate on the scheduling of training for any new hires in the VCS Field Force. If there is a vacancy in the VCS Field Force, VCS shall use commercially reasonable efforts to ensure that the vacancy is filled in a timely fashion so as to complete all required training as soon as possible after hiring. CLIENT will cooperate in providing training aids and materials and personnel useful in the conduct of such training. The VCS shall be responsible for the training responsibilities set forth in the following table, which may be amended from time to time upon mutual agreement of the parties are as follows:parties: VCS employee specific training, e.g., HR policies, expense mgmt, etc. Fleet Health Care Compliance PDMA/Sample Accountability Adverse Event and Reporting Medical Information Requests Product and Disease Training Marketing and Sales Strategy General Selling Skills Sales Force Automation tool & other applicable applications and functions CLIENT shall be responsible for (1) providing materials specific to the sale of the Products (e.g., product and disease state modules, Marketing and Sales strategy, etc.), (2) all training materials for, and the training content of, all Product and Disease training, the Marketing and Sales Strategy training, the Adverse Event and Reporting Training, the Medical Information Requests training, and the Health Care Compliance training, and (3) all large scale training, including but not limited to trainings at or in connection with the meetings set forth on Schedule A-1E and, if needed, any launch or new product training. VCS is responsible for providing training aids and materials only with respect to: VCS employee specific training, e.g., HR policies, expense mgmt, etc., Fleet, Health Care Compliance, and PDMA/Sample Accountability. (i.e., training materials for first four items in the above chart). All training in the above table shall be conducted by a VCS representative selected by CLIENT who is dedicated full-time to the training of the VCS Field Force (the “VCS Trainer”). The VCS Trainer shall be certified on each Product for which there is any Product-specific training.

Detailing. Each Sales Representative shall conduct face-to-face one-on-one discussions with Target Prescribers during which a promotional message involving the Products is given for the purpose of promoting the Products to such Target Prescribers in accordance with this Agreement (each such discussion being a “Detail” and the holding of such meetings being “Detailing”). For the avoidance of doubt, (i) a reminder presentation or a sample drop shall not constitute a Detail, a Primary Detail or a Non-Primary Secondary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Non-Primary Secondary Detail. VCS shall cause the Sales Representatives to conduct Calls against *** Primary Details per year (*** Primary Details per calendar quarter) to Call Plan targetsas set forth in this Agreement. Generally, a VCS Sales Representative is expected to use the Product Literature (and only the Product Literature) when making a Call and to leave one or more copies of the Product Literature and full prescribing information with the Target Prescriber as part of the Call. VCS shall require each VCS Sales Representative to accurately record information concerning each Call and concerning the profile of each Target Prescriber on whom the VCS Sales Representative Calls. Such recorded information shall be deemed to be the property of CLIENT. MANAGER HIRE STATUS VCS will also provide 27 the number of full-time District Managers, 1 Managers and Project Manager and 1 National Sales Director under Managers as specified in this Agreement. All of the managers to be provided will be VCS employees. The District Managers, Project Manager and VCS’ National Sales Director will be dedicated to the VCS Field Force. As dedicated managers, the VCS managers may not manage persons other than the VCS Field Force. ALIGNMENTS The configurations of the sales districts and of the Territories within each district to be serviced by the VCS Field Force have been or will be provided to VCS; will be maintained by VCS at its offices; and may be amended or reconfigured from time to time only upon prior written approval of CLIENT. HIRING PROFILE In selecting the Sales Representatives, District Managers, Project Manager and its National Sales Director, VCS will use the preferred hiring profile approved by CLIENT as set forth in Schedule A-1C to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. VCS will take reasonable steps to confirm the accuracy of information concerning background and experience received from applicants for positions as Sales Representatives, District Managers, Project Manager and VCS National Sales Director. VCS will review all potential hires with CLIENT and take into consideration all of CLIENT’s recommendations. VCS will be solely responsible for all hiring decisions. VCS will ensure that each Sales Representative, District Manager, Project Manager and VCS National Sales Director receive receives the appropriate new-hire information package set forth in Schedule A-1D to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. TRAINING VCS will cause each new Sales Representative, District Manager, Project Manager, National Liaison Manager and VCS National Sales Director to participate in appropriate training (both at-home study and class time). CLIENT and VCS shall collaborate on the scheduling of training for any new hires in the VCS Field Force. If there is a vacancy in the VCS Field Force, VCS shall use commercially reasonable efforts to ensure that the vacancy is filled in a timely fashion so as to complete all required training as soon as possible after hiring. CLIENT will cooperate in providing training aids and materials and personnel useful in the conduct of such training. The VCS shall be responsible for the training responsibilities set forth in the following table, which may be amended from time to time upon mutual agreement of the parties are as follows:parties: Training Responsibilities of VCS VCS employee specific training, e.g., HR policies, expense mgmt, etc. Fleet Health Care Compliance PDMA/Sample Accountability Adverse Event and Reporting Medical Information Requests Product and Disease Training Marketing and Sales Strategy General Selling Skills Sales Force Automation tool & other applicable applications and functions CLIENT shall be responsible for (1) providing materials specific to the sale of the Products (e.g., product and disease state modules, Marketing and Sales strategy, etc.), (2) all training materials for, and the training content of, all Product and Disease training, the Marketing and Sales Strategy training, the Adverse Event and Reporting Training, the Medical Information Requests training, and the Health Care Compliance training, and (3) all large scale training, including but not limited to trainings at or in connection with the meetings set forth on Schedule A-1E and, if needed, any launch or new product training. VCS is responsible for providing training aids and materials only with respect to: VCS employee specific training, e.g., HR policies, expense mgmt, etc., Fleet, Health Care Compliance, and PDMA/Sample Accountability. (i.e., training materials for first four items in the above chart). All training in the above table shall be conducted by a VCS representative selected by CLIENT who is dedicated full-time to the training of the VCS Field Force (the “VCS Trainer”). The VCS Trainer shall be certified on each Product for which there is any Product-specific training.

Detailing. Each Sales Representative shall conduct face-to-face one-on-one discussions with Target Prescribers during which a promotional message involving the Products is given for the purpose of promoting the Products to such Target Prescribers in accordance with this Agreement (each such discussion being a “Detail” and the holding of such meetings being “Detailing”). For the avoidance of doubt, (i) a reminder presentation or a sample drop shall not constitute a Detail, a Primary Detail or a Non-Primary Secondary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Non-Primary Secondary Detail. VCS shall cause the Sales Representatives to conduct Calls against *** Primary Details per year (*** Primary Details per calendar quarter) to Call Plan targetsas set forth in this Agreement. Generally, a VCS Sales Representative is expected to use the Product Literature (and only the Product Literature) when making a Call and to leave one or more copies of the Product Literature and full prescribing information with the Target Prescriber as part of the Call. VCS shall require each VCS Sales Representative to accurately record information concerning each Call and concerning the profile of each Target Prescriber on whom the VCS Sales Representative Calls. Such recorded information shall be deemed to be the property of CLIENT. MANAGER HIRE STATUS VCS will also provide 27 the number of full-time District Managers, 1 Managers and Project Manager and 1 National Sales Director under Managers as specified in this Agreement. All of the managers to be provided will be VCS employees. The District Managers, Project Manager and VCS’ National Sales Director will be dedicated to the VCS Field Force. As dedicated managers, the VCS managers may not manage persons other than the VCS Field Force. ALIGNMENTS The configurations of the sales districts and of the Territories within each district to be serviced by the VCS Field Force have been or will be provided to VCS; will be maintained by VCS at its offices; and may be amended or reconfigured from time to time only upon prior written approval of CLIENT. HIRING PROFILE In selecting the Sales Representatives, District Managers, Project Manager and its National Sales Director, VCS will use the preferred hiring profile approved by CLIENT as set forth in Schedule A-1C to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. VCS will take reasonable steps to confirm the accuracy of information concerning background and experience received from applicants for positions as Sales Representatives, District Managers, Project Manager and VCS National Sales Director. VCS will review all potential hires with CLIENT and take into consideration all of CLIENT’s recommendations. VCS will be solely responsible for all hiring decisions. VCS will ensure that each Sales Representative, District Manager, Project Manager and VCS National Sales Director receive receives the appropriate new-hire information package set forth in Schedule A-1D to this Agreement, as the same may be amended from time to time with the prior written approval of CLIENT. TRAINING VCS will cause each new Sales Representative, District Manager, Project Manager, National Liaison Manager and VCS National Sales Director to participate in appropriate training (both at-home study and class time). CLIENT and VCS shall collaborate on the scheduling of training for any new hires in the VCS Field Force. If there is a vacancy in the VCS Field Force, VCS shall use commercially reasonable efforts to ensure that the vacancy is filled in a timely fashion so as to complete all required training as soon as possible after hiring. CLIENT will cooperate in providing training aids and personnel useful in the conduct of such training. The training responsibilities of the parties are as follows:set forth in the following table, which may be amended from time to time upon mutual agreement of the parties: Initial Training Training Post October 1st VCS employee specific training, e.g., HR policies, expense mgmt, etc VCS VCS employee specific training, e.g., HR policies, expense mgmt, etc VCS Fleet VCS Fleet VCS Initial Training Training Post October 1st Health Care Compliance VCS Health Care Compliance VCS PDMA/Sample Accountability VCS PDMA/Sample Accountability VCS Adverse Event and Reporting VCS Adverse Event and Reporting VCS Medical Information Requests CLIENT Medical Information Requests VCS Product and Disease Training CLIENT Product and Disease Training CLIENT Marketing and Sales Strategy, General Selling Skills CLIENT Marketing and Sales Strategy, General Selling Skills CLIENT Sales Force Automation tool & other applicable applications and functions CLIENT Sales Force Automation tool & other applicable applications and functions VCS VCS and/or CLIENT will be responsible for the creation of all training materials and for the content of all training set forth in the “Initial Training” section above.