Common use of Infinity Co-Detailing Option Clause in Contracts

Infinity Co-Detailing Option. Infinity shall have a non-exclusive right to Detail Licensed Products which are marketed for use in an Oncology Indication in the United States on the terms and conditions set forth in this Section 5.3 (“Co-Detailing Rights”). Co-Detailing Rights with respect to any such Licensed Product shall be exercisable by Infinity by written notice to Novartis at any time up to [**] weeks after filing of an NDA with respect to such Licensed Product. At any time, Infinity shall have the right to have up to a total of [**] full-time equivalent sales representatives Detail all Licensed Products for which Infinity has exercised its Co-Detailing Rights; provided, that in no event shall Infinity have a number of full-time equivalent sales representatives Detailing Licensed Products which is in excess of [**] percent ([**]%) of the total number of Novartis and Infinity full-time equivalent sales representatives Detailing such Licensed Products. For each Licensed Product for which Infinity exercises its Co-Detailing Rights, such rights shall be in effect for a period of seven (7) years from the date of NDA approval (such period with respect to any Licensed Product, the “Initial Co-Detailing Term”). Infinity shall not be permitted to subcontract its Detailing responsibilities hereunder to a contract sales organization or any other Third Party. Unless terminated earlier in accordance with Section 5.3.2, Infinity’s Co-Detailing Rights shall terminate upon expiration of the Initial Co-Detailing Term unless Infinity provides written notice of extension to Novartis at least [**] months prior to the expiration of the Initial Co-Detailing Term. In the event that Infinity extends its Co-Detailing Rights, such Co-Detailing Rights shall continue for an additional three (3) year period, unless earlier terminated in accordance with Section 5.3.2. During the Initial Co-Detailing Term (but not during any extension of the Co-Detailing Term), the cost of the Infinity full-time equivalent sales representatives shall be reimbursed by Novartis quarterly in arrears at a negotiated full-time equivalent sales representative rate, which, if Novartis engages like situated Third Parties to Detail its oncology products, shall be comparable to the then prevailing rate for such Third Parties, if any, but in no event shall such rate be in excess of the fully burdened cost to Novartis of employing or otherwise engaging its own representatives who Detail its oncology products. Thereafter, Infinity shall be responsible for the cost of its full-time equivalent sales representatives, but Novartis shall remain responsible for the costs of all promotional materials. Novartis shall control all promotion, distribution, marketing and sales activities with respect to Licensed Products in the United States, including all Detailing activities of full-time equivalent sales representatives hereunder. For clarity, a “full-time equivalent sales representative” shall be determined based on the percentage of work time the relevant sales representative is devoting to Detailing activities with respect to the Licensed Products. By way of example, if the relevant sales representative is devoting all of his or her work time to Detailing activities with respect to the Licensed Products, then he or she is counted as a full-time equivalent sales representative and if the relevant sales representative is devoting [**] of his or her work time to Detailing activities with respect to the Licensed Products, then he or she is counted as [**] of a full-time equivalent sales representative. In addition, with regard to full-time equivalent sales representatives who Detail a Licensed Product, such full-time equivalent sales representatives must Detail a Licensed Product for at least [**] of his or her work time and must not at the same time detail a product which would be considered by doctors as a replacement for the Licensed Product which such full-time equivalent sales representative is then Detailing. 5.3.1 In the event Infinity elects to exercise the Co-Detailing Rights with respect to a Licensed Product, Infinity and the appropriate Novartis Affiliate shall, within [**] months after the date Infinity notifies Novartis of such election, negotiate in good faith and enter into a co-detailing agreement with respect to such Licensed Product (“Co-Detailing Agreement”) containing the terms and conditions set forth in this Section 5.3 and such other terms and conditions as are customary for agreements of such type (except that in no event shall Infinity be entitled to compensation or other payments from Novartis or its Affiliates pursuant to the Co-Detailing Agreement other than the right of reimbursement of the cost of Infinity’s sales representatives described above). Such terms and conditions shall include: (a) Infinity’s sales representatives shall have technical, pharmaceutical and Detailing experience which is consistent with industry standards for oncology pharmaceutical products; (b) Infinity’s sales representatives will be included in training programs with respect to the applicable Licensed Product that Novartis provides to its own sales representatives Detailing such Licensed Product. Such training shall be provided by Novartis to Infinity free of charge (provided that Novartis shall not be required to reimburse Infinity for any travel, lodging, or other similar expenses which may be incurred by Infinity in connection with the training of Infinity’s sales representatives); and (c) Infinity’s sales representatives shall be provided, at Novartis’ expense, with the same promotional materials, including literature and samples, as Novartis provides to its own similarly-situated representatives. 5.3.2 Upon not less than [**] months’ prior written notice to Novartis, Infinity may terminate the Co-Detailing Rights with respect to a particular Licensed Product in the United States. In the event that Infinity delivers a termination notice in accordance with the preceding sentence, Novartis shall have the right to terminate such Co-Detailing Rights prior to expiration of such [**] month period by providing [**] days’ prior notice to Infinity.

Infinity Co-Detailing Option. Infinity shall have a non-exclusive right to Detail Licensed Products which are marketed for use in an Oncology Indication in the United States on the terms and conditions set forth in this Section 5.3 (“Co-Detailing Rights”). Co-Detailing Rights with respect to any such Licensed Product shall be exercisable by Infinity by written notice to Novartis at any time up to [**] weeks after filing of an NDA with respect to such Licensed Product. At any time, Infinity shall have the right to have up to a total of [**] full-time equivalent sales representatives Detail all Licensed Products for which Infinity has exercised its Co-Detailing Rights; provided, that in no event shall Infinity have a number of full-time equivalent sales representatives Detailing Licensed Products which is in excess of [**] percent ([**]%) of the total number of Novartis and Infinity full-time equivalent sales representatives Detailing such Licensed Products. For each Licensed Product for which Infinity exercises its Co-Detailing Rights, such rights shall be in effect for a period of seven (7) [**] years from the date of NDA approval (such period with respect to any Licensed Product, the “Initial Co-Detailing Term”). Infinity shall not be permitted to subcontract its Detailing responsibilities hereunder to a contract sales organization or any other Third Party. Unless terminated earlier in accordance with Section 5.3.2, Infinity’s Co-Detailing Rights shall terminate upon expiration of the Initial Co-Detailing Term unless Infinity provides written notice of extension to Novartis at least [**] months prior to the expiration of the Initial Co-Detailing Term. In the event that Infinity extends its Co-Detailing Rights, such Co-Detailing Rights shall continue for an additional three (3) [**] year period, unless earlier terminated in accordance with Section 5.3.2. During the Initial Co-Detailing Term (but not during any extension of the Co-Detailing Term), the cost of the Infinity full-time equivalent sales representatives shall be reimbursed by Novartis quarterly in arrears at a negotiated full-time equivalent sales representative rate, which, if Novartis engages like situated Third Parties to Detail its oncology products, shall be comparable to the then prevailing rate for such Third Parties, if any, but in no event shall such rate be in excess of the fully burdened cost to Novartis of employing or otherwise engaging its own representatives who Detail its oncology products. Thereafter, Infinity shall be responsible for the cost of its full-time equivalent sales representatives, but Novartis shall remain responsible for the costs of all promotional materials. Novartis shall control all promotion, distribution, marketing and sales activities with respect to Licensed Products in the United States, including all Detailing activities of full-time equivalent sales representatives hereunder. For clarity, a “full-time equivalent sales representative” shall be determined based on the percentage of work time the relevant sales representative is devoting to Detailing activities with respect to the Licensed Products. By way of example, if the relevant sales representative is devoting all of his or her work time to Detailing activities with respect to the Licensed Products, then he or she is counted as a full-time equivalent sales representative and if the relevant sales representative is devoting [**] of his or her work time to Detailing activities with respect to the Licensed Products, then he or she is counted as [**] of a full-time equivalent sales representative. In addition, with regard to full-time equivalent sales representatives who Detail a Licensed Product, such full-time equivalent sales representatives must Detail a Licensed Product for at least [**] of his or her work time and must not at the same time detail a product which would be considered by doctors as a replacement for the Licensed Product which such full-time equivalent sales representative is then Detailing. 5.3.1 In the event Infinity elects to exercise the Co-Detailing Rights with respect to a Licensed Product, Infinity and the appropriate Novartis Affiliate shall, within [**] months after the date Infinity notifies Novartis of such election, negotiate in good faith and enter into a co-detailing agreement with respect to such Licensed Product (“Co-Detailing Agreement”) containing the terms and conditions set forth in this Section 5.3 and such other terms and conditions as are customary for agreements of such type (except that in no event shall Infinity be entitled to compensation or other payments from Novartis or its Affiliates pursuant to the Co-Detailing Agreement other than the right of reimbursement of the cost of Infinity’s sales representatives described above). Such terms and conditions shall include: (a) Infinity’s sales representatives shall have technical, pharmaceutical and Detailing experience which is consistent with industry standards for oncology pharmaceutical products; (b) Infinity’s sales representatives will be included in training programs with respect to the applicable Licensed Product that Novartis provides to its own sales representatives Detailing such Licensed Product. Such training shall be provided by Novartis to Infinity free of charge (provided that Novartis shall not be required to reimburse Infinity for any travel, lodging, or other similar expenses which may be incurred by Infinity in connection with the training of Infinity’s sales representatives); and (c) Infinity’s sales representatives shall be provided, at Novartis’ expense, with the same promotional materials, including literature and samples, as Novartis provides to its own similarly-situated representatives. 5.3.2 Upon not less than [**] months’ prior written notice to Novartis, Infinity may terminate the Co-Detailing Rights with respect to a particular Licensed Product in the United States. In the event that Infinity delivers a termination notice in accordance with the preceding sentence, Novartis shall have the right to terminate such Co-Detailing Rights prior to expiration of such [**] month period by providing [**] days’ prior notice to Infinity.