Common use of Product Promotional Materials Clause in Contracts

Product Promotional Materials. (i) Promptly following the Effective Date, Valeant shall provide to Zogenix any existing artwork or samples of training, sales and promotional materials relating to the Product in the Territory (including, without limitation, training manuals, sales detail aids, leave behinds, coupons and any premium branded items) (“Product Promotional Materials”). Subject to this Section 4.2, Zogenix may create new Product Promotional Materials, based on the existing Valeant materials or otherwise. (ii) All Product Promotional Materials to be used by Zogenix shall be reviewed and approved by Valeant’s promotional review committee and Zogenix’ promotional review committee prior to their use by Zogenix. Zogenix shall not be required to use any Product Promotional Materials that are not reviewed by and acceptable to Zogenix’ promotional review committee. If, after its review of any Product Promotional Materials (including any new materials introduced after the Effective Date or the Promotion Commencement Date), a Party believes that changes to any such Product Promotional Materials are required to meet applicable legal or regulatory requirements or applicable FDA requirements, such proposed changes shall be advanced for determination in accordance with procedures to be established by the Parties. Valeant shall be responsible for ensuring that all Product Promotional Materials are in compliance with applicable laws, rules and regulations. (iii) Valeant shall provide to Zogenix such quantities of Product Promotional Materials as reasonably requested by Zogenix in writing and with delivery dates to be mutually agreed between the Parties on a request by request basis; Zogenix shall pay Valeant for any Product Promotional Materials delivered to Zogenix pursuant to its written request, within thirty (30) days of delivery, at [***]. In addition, Zogenix may produce approved Product Promotional Materials at its own cost. Zogenix shall be permitted to use in connection with the Promotion of the Product only (A) the Product Promotional Materials approved under this Agreement by each of Zogenix and Valeant and (B) the FDA-approved Product labels and inserts. Zogenix shall use such Product Promotional Materials only in the form so approved and consistent with the training provided pursuant to Section 4.3 and Zogenix shall not change such Product Promotional Materials in any way following such approval and training, without the express written consent of Valeant. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (iv) Valeant shall own all copyrights to all Product Promotional Materials (other than those items which are subject to third party copyrights). Valeant shall, and does hereby, grant to Zogenix a royalty-free, non-exclusive right and license to use, reproduce and distribute Product Promotional Materials or any other Product-related materials made available to Zogenix by Valeant hereunder, in each case solely in conjunction with the promotion and/or detailing of the Product and the performance of Zogenix’ obligations under this Agreement, which license shall not be sublicensable, assignable or transferable by Zogenix, except in accordance with the terms of Section 15.1. Zogenix shall not be permitted or licensed to make derivative works with respect to, or otherwise modify, any Product Promotional Materials without the prior written consent of Valeant.

Product Promotional Materials. (i) Promptly following the Effective Date, Valeant OraSure shall provide to Zogenix any AbbVie physical or electronic copies of existing artwork or samples of training, sales and promotional materials relating to the Product in the Territory (including, without limitation, training manuals, sales detail aids, leave behinds, coupons and any premium branded items) (“Product Promotional Materials”). Subject to this Section 4.22.7(b)(ii), Zogenix AbbVie may create new Product Promotional Materials, based on the existing Valeant OraSure materials or otherwise. (ii) All Product Promotional Materials created or to be used by Zogenix AbbVie shall be reviewed and approved promptly by Valeant’s promotional the Parties in accordance with the mutually agreed upon review committee and Zogenix’ promotional review committee protocols prior to their use by ZogenixAbbVie. Zogenix AbbVie shall not be required to use any Product Promotional Materials that are not reviewed by and reasonably acceptable to Zogenix’ promotional review committeeAbbVie. AbbVie may not use any Product Promotional Materials that are not reviewed by and acceptable to OraSure, other than the Product Promotional Materials provided by OraSure to AbbVie for its use. If, after its review of any Product Promotional Materials (including any new materials introduced after the Effective Date or the Promotion Commencement Date), a Party believes that changes to any such Product Promotional Materials are required to meet applicable legal comply with Applicable Law or other regulatory requirements or applicable FDA requirements, such proposed changes shall be advanced for determination in accordance with procedures to be established reviewed by the PartiesCo-Promotion Committee. Valeant OraSure shall be responsible for ensuring that all Product Promotional Materials are in compliance prepared or approved by OraSure comply with the Labeled Use, Applicable Law or other regulatory requirements applicable laws, rules and regulationsto the Product. (iii) Valeant OraSure, at its sole cost and expense, shall provide to Zogenix such quantities AbbVie physical or electronic copies of current OraSure Product Promotional Materials as reasonably requested by Zogenix AbbVie in writing and with delivery dates order for AbbVie to be mutually agreed between fulfill its Co-Promotion activities set forth in the Parties on a request by request basisCo-Promotion Plan; Zogenix shall pay Valeant for any Product Promotional Materials delivered to Zogenix pursuant to its written requestprovided, within thirty (30) days of deliverythat, at [***]. In addition, Zogenix AbbVie may produce additional approved Product Promotional Materials at its own cost. Zogenix shall be permitted to use in connection with the Promotion of the Product only (A) the Product Promotional Materials approved under this Agreement by each of Zogenix cost and Valeant and (B) the FDA-approved Product labels and inserts. Zogenix shall use such Product Promotional Materials only in the form so approved and consistent with the training provided pursuant to Section 4.3 and Zogenix shall not change such Product Promotional Materials in any way following such approval and training, without the express written consent of Valeant. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsexpense. (iv) Valeant OraSure shall own own, and AbbVie hereby assigns (on behalf of itself and its Affiliates) to OraSure, all copyrights rights, including all copyrights, in and to all Product Promotional Materials created by either Party or any of their respective Affiliates (other than those items which are subject to third party Third Party copyrights). Valeant OraSure shall, and does hereby, grant to Zogenix AbbVie a royalty-free, non-exclusive right and license in the Field in the Territory during the Term to use, reproduce and distribute Product Promotional Materials or any other Product-related materials made available to Zogenix AbbVie by Valeant OraSure hereunder, in each case case, solely in conjunction with the promotion and/or detailing of the Product and for the performance of Zogenix’ AbbVie’s Co-Promotion obligations under pursuant to this Agreement, which license shall not be sublicensable, assignable or transferable by Zogenix, except in accordance with the terms of Section 15.1. Zogenix shall not be permitted or licensed to make derivative works with respect to, or otherwise modify, any Product Promotional Materials without the prior written consent of Valeant.

Product Promotional Materials. (i) Promptly following All advertising, promotional, educational and communication materials used by either Party in the Effective Date, Valeant shall provide to Zogenix any existing artwork or samples Marketing and/or Promotion of training, sales and promotional materials relating to the Product in the Territory (pursuant to this Agreement, in any format, including, without limitation, training manualsaudio, sales detail aidsvisual, leave behindsdigital or computer formats (collectively, coupons the "PRODUCT PROMOTIONAL MATERIALS"), will be generated by or on behalf of the JCC and subject to the review and approval by an internal working committee at GSK responsible for reviewing and approving such Product Promotional Materials (the "GSK PROMOTIONAL REVIEW COMMITTEE") prior to being used by Allergan in the Territory. The JCC will submit any premium branded itemsproposed Product Promotional Materials to the GSK Promotional Review Committee at least thirty (30) days prior to the next meeting of the GSK Promotional Review Committee for review and approval, which submitted materials will be reviewed at such next GSK Promotion Review Committee meeting. Notwithstanding the foregoing, the Parties will immediately cease using any previously approved Product Promotional Materials in connection with the Promotion of Product in the Territory upon the request of GSK, which request may be made at any time during the Commitment Term but must be reasonably explained to the JCC. GSK, at its sole expense pursuant to SECTION 6.3.2(B) (“GSK DETAIL RELATED COSTS AND EXPENSES), will be responsible for the production of all Product Promotional Materials”)Materials for the Product. Subject to this Section 4.2, Zogenix may create new Product Promotional Materials, based on the existing Valeant materials or otherwise. (ii) All Product Promotional Materials to be used by Zogenix shall be reviewed will comply with the Product Promotional Guidelines set forth in the then-current Marketing Plan, and approved by Valeant’s promotional review committee and Zogenix’ promotional review committee prior to their neither Allergan nor GSK will distribute or permit any use by Zogenix. Zogenix shall not be required to use of any materials within the above definition of Product Promotional Materials that are not reviewed approved by the JCC and acceptable to Zogenix’ promotional review committeeGSK Promotional Review Committee as provided herein. IfEach Party will be responsible, after at its review of any own expense, for distributing Product Promotional Materials (including any new materials introduced after the Effective Date or the Promotion Commencement Date)to their respective PSRs, a Party believes that changes to any such Product Promotional Materials are required to meet applicable legal or regulatory requirements or applicable FDA requirementsDistrict Managers and Sales Management Team, such proposed changes shall be advanced for determination in accordance with procedures to be established by the Parties. Valeant shall be responsible and for ensuring that all Product Promotional Materials are in compliance with applicable laws, rules and regulations. (iii) Valeant shall provide to Zogenix such quantities use only of Product Promotional Materials approved as reasonably requested by Zogenix in writing and with delivery dates to be mutually agreed between the Parties on a request by request basis; Zogenix shall pay Valeant for any provided hereunder. Product Promotional Materials delivered to Zogenix pursuant to its written request, within thirty (30) days will be used only for the purposes of delivery, at [***]. In addition, Zogenix may produce approved Product Promotional Materials at its own cost. Zogenix shall be permitted to use in connection with the Promotion of the Product only (A) the Product Promotional Materials approved under this Agreement by each and all unused quantities of Zogenix and Valeant and (B) the FDA-approved Product labels and inserts. Zogenix shall use such Product Promotional Materials only in the form so approved and consistent with the training provided pursuant to Section 4.3 and Zogenix shall not change such Product Promotional Materials in any way following such approval and training, without the express written consent of Valeant. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (iv) Valeant shall own all copyrights to all Product Promotional Materials (other than those items which are subject to third party copyrights). Valeant shall, and does hereby, grant to Zogenix a royalty-free, non-exclusive right and license to use, reproduce and distribute Product Promotional Materials or any other Product-related materials made available to Zogenix by Valeant hereunderProduct Promotional Materials which can no longer be used in the Promotion of Product per the request of GSK as provided above, will in each case solely be properly returned to GSK or destroyed by Allergan, as determined by GSK in conjunction with the promotion and/or detailing its sole discretion, upon expiration or earlier termination of the Product and the performance of Zogenix’ obligations under this Agreement, which license shall not be sublicensable, assignable or transferable by Zogenix, except in accordance with the terms of Section 15.1. Zogenix shall not be permitted or licensed to make derivative works with respect to, or otherwise modify, any Product Promotional Materials without the prior written consent of Valeant.

Product Promotional Materials. (i) Promptly following the Effective Date, Valeant shall provide to Zogenix any existing artwork or samples of training, sales and promotional materials relating to the Product in the Territory (including, without limitation, training manuals, sales detail aids, leave behinds, coupons and any premium branded items) (“Product Promotional Materials”). Subject to this Section 4.2, Zogenix may create new Product Promotional Materials, based on the existing Valeant materials or otherwise. (ii) All Product Promotional Materials to be used by Zogenix shall be reviewed and approved by Valeant’s promotional review committee and Zogenix’ promotional review committee prior to their use by Zogenix. Zogenix shall not be required to use any Product Promotional Materials that are not reviewed by and acceptable to Zogenix’ promotional review committee. If, after its review of any Product Promotional Materials (including any new materials introduced after the Effective Date or the Promotion Commencement Date), a Party believes that changes to any such Product Promotional Materials are required to meet applicable legal or regulatory requirements or applicable FDA requirements, such proposed changes shall be advanced for determination in accordance with procedures to be established by the Parties. Valeant shall be responsible for ensuring that all Product Promotional Materials are in compliance with applicable laws, rules and regulations. (iii) Valeant shall provide to Zogenix such quantities of Product Promotional Materials as reasonably requested by Zogenix in writing and with delivery dates to be mutually agreed between the Parties on a request by request basis; Zogenix shall pay Valeant for any Product Promotional Materials delivered to Zogenix pursuant to its written request, within thirty (30) days of delivery, at [***]. In addition, Zogenix may produce approved Product Promotional Materials at its own cost. Zogenix shall be permitted to use in connection with the Promotion of the Product only (A) the Product Promotional Materials approved under this Agreement by each of Zogenix and Valeant and (B) the FDA-approved Product labels and inserts. Zogenix shall use such Product Promotional Materials only in the form so approved and consistent with the training provided pursuant to Section 4.3 and Zogenix shall not change such Product Promotional Materials in any way following such approval and training, without the express written consent of Valeant. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (iv) Valeant shall own all copyrights to all Product Promotional Materials (other than those items which are subject to third party copyrights). Valeant shall, and does hereby, grant to Zogenix a royalty-free, non-exclusive right and license to use, reproduce and distribute Product Promotional Materials or any other Product-related materials made available to Zogenix by Valeant hereunder, in each case solely in conjunction with the promotion and/or detailing of the Product and the performance of Zogenix’ obligations under this Agreement, which license shall not be sublicensable, assignable or transferable by Zogenix, except in accordance with the terms of Section 15.1. Zogenix shall not be permitted or licensed to make derivative works with respect to, or otherwise modify, any Product Promotional Materials without the prior written consent of Valeant.