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 Secondary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Secondary Detail. VCS shall cause the Sales Representatives to conduct Calls against *** as 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 the number of full-time District Managers and Project 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 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 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 training. The training responsibilities of the parties are 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.

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 Secondary Non-Primary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Secondary Non-Primary Detail. VCS shall cause the Sales Representatives to conduct Calls against *** as set forth in this AgreementPrimary 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 the number of 27 full-time District Managers Managers, 1 Project Manager and Project Managers as specified in 1 National Sales Director under 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 receives 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 Manager, National Liaison 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 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.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 Secondary Non-Primary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Secondary Non-Primary Detail. VCS shall cause the Sales Representatives to conduct Calls against *** as set forth in this AgreementPrimary 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 the number of *** full-time District Managers and *** Project Managers as specified in Manager under this Agreement. All of the managers to be provided will be VCS employees. The District Managers, Managers and 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 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 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 training. The training responsibilities of the parties are 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.

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 Secondary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Secondary Detail. VCS shall cause the Sales Representatives to conduct Calls against *** as 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 the number of full-time District Managers and Project 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 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 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 training. The VCS shall be responsible for the training responsibilities of the parties are 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 Responsibilities of VCS VCS employee specific training, e.g., HR policies, expense mgmt, etc VCS etc. 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, 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 shall be responsible for (1) providing materials specific to the creation sale of the Products (e.g., product and disease state modules, Marketing and Sales strategy, etc.), (2) all training materials for, and for the training content of of, all training 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 “Initial Training” section aboveVCS 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 Secondary Detail; and (ii) presentations to groups, medical conventions or institutions shall not constitute a Detail, a Primary Detail or a Secondary Detail. VCS shall cause the Sales Representatives to conduct Calls against *** as 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 the number of full-time District Managers and Project 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 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 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 training. The training responsibilities of the parties are 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 Party will be responsible for providing its Detail Percentage of the creation total number of all training materials Details for any period, and for the content of all training set forth such Party’s Sales Force will Detail Products in the “Initial Training” section aboveCo-Promotion Territory to Targeted Physicians, in accordance with the Call Plan. Unless otherwise agreed by the Parties, each Party’s Detail Percentage with respect to any Product or Opportunity shall equal such Party’s percentage share of U.S. Pre-Tax Profits or Losses with respect to such Product or Opportunity, as determined pursuant to the Collaboration Agreement. Notwithstanding anything to the contrary in 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 Parties may agree and each Party’s sales representatives shall be provided with quarterly performance targets stated in terms of such metrics. Each sales representative shall [**] metrics shall be generated. [**] shall be [**] with both Parties’ [**] shall be [**]. The 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’ 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.