PLAN CONTENTS AS TO THE PRIMARY PRODUCT Sample Clauses

PLAN CONTENTS AS TO THE PRIMARY PRODUCT. Each Marketing Plan will, at a minimum, include: a review of the triptan marketplace in the Territory and more specific detail of the long acting triptans and the positioning of the Primary Product in the Territory against Third Party long acting triptan competition, provided, however, that GSK will not be obligated to provide to Allergan, or include in the Marketing Plan, any strategic information on GSK neurological products other than the Products; Marketing and Promotion objectives/strategies for the Primary Product in the Territory for the relevant Commitment Year; clinical and publication support plans and plans (if any) for Phase IIIb/IV studies and investigator-sponsored studies; delineation of Sales Force efforts for the Primary Product in the Territory for the relevant Commitment Year, including a profile of the Primary Product Target Audience, a Sales Call Plan, and a Samples plan; general delineation of Sales Territories; budgets for Marketing and Promotion of the Primary Product in the Territory for the relevant Commitment Year; a non-binding multi-Commitment Year projection of plans and budgets for the Marketing and Promotion of, and forecasts for, the Primary Product in the Territory; desired call frequency and reach; revenue and expense forecasts for the Primary Product in the Territory for the relevant *** Certain confidential information contained in this document, marked with 3 asterisks, 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. Commitment Year; and the overall level of anticipated resource commitments on the part of each Party under this Agreement relating to the Primary Product in the Territory for the relevant Commitment Year. The Marketing Plan will also contain promotional guidelines for the Primary Product (the "PRODUCT PROMOTIONAL GUIDELINES"), which will be updated from time to time as necessary or desirable by the JCC as provided in SECTION 3.2.1 (MARKETING AND PROMOTION PLANNING, STRATEGY AND CONTENT). Such Marketing Plan will be in a form generally consistent with the outline attached hereto as EXHIBIT B.
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Related to PLAN CONTENTS AS TO THE PRIMARY PRODUCT

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

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