Marketing Plan and Compensation Plan. The JMSC shall develop and approve a plan for promotion and detailing of each Product to the Target Audience by the Sales Force (each a “Marketing Plan”); provided, however, that if the JMSC fails to approve a proposed Marketing Plan, then, so long as such Marketing Plan is compliant with the parameters set forth in Schedule B, if such Marketing Plan is for a Tetraphase Product, Tetraphase shall have final decision making with respect thereto, and, if such Marketing Plan is for an AcelRx Product, AcelRX shall have final decision making with respect thereto; and provided, further that in no event shall a Party be required hereunder to conduct any activities under a Marketing Plan that has not been approved by the JMSC other than those activities that are compliant with the parameters set forth in Schedule B. Each Marketing Plan shall (subject to extension if the Parties agree to extend the Co-Promotion Period) be a plan that includes a comprehensive marketing, promotion and sales strategy for each applicable Product to the Target Audience during the Co-Promotion Period; provided, however, that each Marketing Plan shall be subject to the parameters set forth in Schedule B. Each Party shall be responsible for implementing the activities assigned to such Party in the applicable Marketing Plan (although neither Party warrants the success of the Marketing Plan). In connection with the generation of the Marketing Plans that are submitted to the JMSC, AcelRx shall be responsible for developing the marketing strategies and tactics, including but not limited to the detailing strategies, for the AcelRx Products set forth in the Marketing Plan for AcelRx Products, and Tetraphase shall be responsible for developing the marketing strategies and tactics, including but not limited to the detailing strategies, for the Tetraphase Products set forth in the Marketing Plan for Tetraphase Products; provided, however, that such marketing strategies and tactics shall not require the other Party to assume responsibility for activities in excess of the amounts set forth in Schedule B; provided, however, that in no event shall either Party be required by the other Party or the JMSC to implement any Marketing Plan or engage in any activity hereunder which is in violation of any Applicable Law or written policy of such Party. The JMSC shall also develop and approve an annual compensation plan for each Sales Force (each a “Compensation Plan”) that sets forth the management and business...
Marketing Plan and Compensation Plan. The JMSC shall develop and approve a plan for promotion and detailing of each Product to the Target Audience by the Sales Force (each a “Marketing Plan”); provided, however, that if the JMSC fails to approve a proposed Marketing Plan, then, so long as such Marketing Plan is compliant with the parameters set forth in Schedule B, if such Marketing Plan is for a Tetraphase Product, Tetraphase shall have final decision making with respect thereto, and, if such Marketing Plan is for an AcelRx Product, AcelRX shall have final decision making with respect thereto; and provided, further that in no event shall a Party be required hereunder to conduct any activities under a Marketing Plan that has not been approved by the JMSC other than those activities that are compliant with the
