Onyx Resource Commitment Clause Samples

Onyx Resource Commitment. Onyx shall have the right during the Co-Promotion Term to deploy up to [ * ] of the aggregate MSL FTEs set forth in the then-current Medical Affairs Program. No later than [ * ] in advance of the anticipated Co-Promotion Effective Date as part of the draft Medical Affairs Program, Bayer shall provide Onyx with the total number of MSL FTEs to be deployed in the United States during the calendar year in which Product is expected to first be sold in the United States, and the first calendar year thereafter, or such other period as Bayer may reasonably specify. Thereafter, no later than [ * ] of the first full calendar year of Product sales in the United States, and [ * ] of each calendar year thereafter during the Co-Promotion Term, Bayer shall provide Onyx with the total number of MSL FTEs to be deployed in the United States for the upcoming calendar year. Within [ * ] after Onyx’s receipt from Bayer of this amount, Onyx shall determine in its discretion, and shall inform Bayer of, the percentages of MSL FTEs (not to exceed [ * ] of the aggregate) that Onyx shall deploy during the upcoming calendar year (such percentage, the “Yearly MSL Percentage Election”). Bayer shall promptly notify Onyx of any increase or decrease in the number of planned MSL FTEs for the Product. In the event Bayer decreases the number of MSL FTEs from the level set forth the then-current Medical Affairs Program plan by more than [ * ], Onyx shall have [ * ] to implement such decrease. In the event that Bayer increases the aggregate number of MSL FTEs by more than [ * ] from the level set forth in the then-current Medical Affairs Program plan, it shall give Onyx at least [ * ] to implement any such increase. In connection with any such proposed increase or decrease, Bayer shall amend the annual Medical Affairs Program plan accordingly. [ * ] = 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.