Common use of Establishment of Scientific and Commercial Liaison Committees Clause in Contracts

Establishment of Scientific and Commercial Liaison Committees. (a) Promptly following the Effective Date, Schering and ICN shall establish a Scientific Liaison Committee and a Commercial Liaison Committee (the "Committees") that shall be advisory committees only. Schering shall promptly provide to the Committees material data, reports and other information concerning scientific and commercial matters relating to the Product. Schering shall be the final decision-maker as to the scope of the activities within the purview of the Committees. (b) The activities set forth in Exhibit D, incorporated herein by reference, among others, related to the Product within the Territory during the Exclusive Period shall be within the purview of the advisory Scientific Liaison Committee. Notwithstanding the foregoing, such activities, to the extent they relate to the EU, shall not be within the purview of such committee following Regulatory Approval in the EU. (c) The following activities, among others, related to the Product within the Territory during the Exclusive Period shall be within the purview of the advisory Commercial Liaison Committee: (i) worldwide Product branding for promotional materials, (ii) consideration of positioning statements and detailing message for the Product for the Territory; (iii) planning market research and exchanging market research data; (iv) review of advertising and promotional materials; (v) coordination of international symposia and congresses; (vi) publication planning; and (vii) opinion leader development. 27 Notwithstanding the foregoing, such activities, to the extent they relate to the EU, shall not be within the purview of such committee following Regulatory Approval in EU. (d) Schering shall be entitled to designate in writing to ICN up to three (3) members of each Committee, and ICN shall be entitled to designate in writing to Schering up to three (3) members. A Party may change its designated members at any time, upon written notice to the other Party. Each Party also shall be entitled to bring a reasonable number of non-member attendees to each meeting of the Committees. The chairs of the Committees shall be designated by Schering during the Exclusive Period. (e) The Committees shall meet from time to time, as mutually agreed to by the members, but not fewer than two times each calendar year during the Exclusive Period, unless the members determine that fewer meetings are required. (f) The chairs of the Committees shall designate the location of the meetings of the Committees, but unless ICN otherwise agrees, at least half of the meetings shall take place in California. All travel, lodging and similar expenses incurred by a member in attending meetings of the Committees shall be borne by the corresponding Party. (g) During the Exclusive Period, the members designated by ICN and Schering shall be entitled to provide input and comments with respect to the activities of the Committees. It is understood that the Committees are to serve as forums for information and input by ICN as to the activities outlined in subsections (b) and (c) above, but it is further understood that Schering is not required to empower the Committees to make final decisions as to such matters.

Establishment of Scientific and Commercial Liaison Committees. (a) Promptly following the Effective Date, Schering and ICN shall establish a Scientific Liaison Committee and a Commercial Liaison Committee (the "Committees") that shall be advisory committees only. Schering shall promptly provide to the Committees material data, reports and other information concerning scientific and commercial matters relating to the Product. Schering shall be the final decision-maker as to the scope of the activities within the purview of the Committees. (b) The activities set forth in Exhibit D, incorporated herein by reference, among others, related to the Product within the Territory during the Exclusive Period shall be within the purview of the advisory Scientific Liaison Committee. Notwithstanding the foregoing, such activities, to the extent they relate to the EU, shall not be within the purview of such committee following Regulatory Approval in the EU. (c) The following activities, among others, related to the Product within the Territory during the Exclusive Period shall be within the purview of the advisory Commercial Liaison Committee: (i) worldwide Product branding for promotional materials, , (ii) consideration of positioning statements and detailing message for the Product for the Territory; ; (iii) planning market research and exchanging market research data; ; (iv) review of advertising and promotional materials; ; (v) coordination of international symposia and congresses; ; (vi) publication planning; and and (vii) opinion leader development. 27 Notwithstanding the foregoing, such activities, to the extent they relate to the EU, shall not be within the purview of such committee following Regulatory Approval in EU. (d) Schering shall be entitled to designate in writing to ICN up to three (3) members of each Committee, and ICN shall be entitled to designate in writing to Schering up to three (3) members. A Party may change its designated members at any time, upon written notice to the other Party. Each Party also shall be entitled to bring a reasonable number of non-member attendees to each meeting of the Committees. The chairs of the Committees shall be designated by Schering during the Exclusive Period. (e) The Committees shall meet from time to time, as mutually agreed to by the members, but not fewer than two times each calendar year during the Exclusive Period, unless the members determine that fewer meetings are required. (f) The chairs of the Committees shall designate the location of the meetings of the Committees, but unless ICN otherwise agrees, at least half of the meetings shall take place in California. All travel, lodging and similar expenses incurred by a member in attending meetings of the Committees shall be borne by the corresponding Party. (g) During the Exclusive Period, the members designated by ICN and Schering shall be entitled to provide input and comments with respect to the activities of the Committees. It is understood that the Committees are to serve as forums for information and input by ICN as to the activities outlined in subsections (b) and (c) above, but it is further understood that Schering is not required to empower the Committees to make final decisions as to such matters.notice