Promotion Efforts. Distributor will use its best efforts to (i) vigorously promote the distribution of Company Products in the Territory in accordance with the terms and policies of Company as announced from time to time; and (ii) satisfy those reasonable criteria and policies with respect to Distributor's obligations under this Agreement communicated in writing to Distributor by Company from time to time, including but not limited to Company's style guide.
Promotion Efforts. During the Co-Promotion Period and subject to the terms and conditions of this Agreement, each Party shall deploy its Sales Force to promote and detail the Products to the Target Audience in the Field in accordance with the applicable Marketing Plan. In this regard, each Party will provide a Sales Force for detailing and promoting the Products. In particular, each Party shall be responsible for the following:
(a) Each Party shall supervise, train and maintain such competent and qualified sales representatives as may be required to promote and detail the Products as provided herein and in the applicable Marketing Plan, such training to include participating in an in-person training session of approximately three (3) days to commence on or about March 23, 2020 to be held jointly by the Parties and the cost of such in-person meeting to be shared equally by the Parties. It is also agreed to that each member of the AcelRx Sales Force shall perform at home training for the Tetraphase Products for approximately two weeks at half-day training sessions and each member of the Tetraphase Sales Force shall perform at home training for the AcelRx Products for approximately two weeks at half-day training sessions. The contents of such training shall be reviewed and approved by the JMSC. Moreover, each member of the Sales Force shall satisfactorily complete a reasonable proficiency examination with respect to each Product. If any member of the Sales Force cannot satisfactorily complete a proficiency examination after the second attempt, the issue shall be raised with the JMSC for consideration and determination of an appropriate course of action.
(b) Each Party shall in all material respects conform its practices and procedures relating to the marketing, detailing and promotion of the Products to the Target Audience in the Field to all Applicable Laws, and shall promptly notify the other Party of and provide the other Party with a copy of any correspondence or other reports with respect to the marketing, detailing and promotion of Products submitted to or received from the U.S. Department of Health and Human Services or its components (including the FDA and the Office of the Inspector General), PhRMA or the AMA relating to such laws, regulations and guidelines.
(c) Each Party shall in all material respects conform its practices and procedures relating to educating the medical community in the United States with respect to the Products to the ACCME Standards and any appli...
Promotion Efforts. Both parties agree to use commercially reasonable efforts to promote the other party and its products and services.
Promotion Efforts. After Supplement 1 has been approved by the FDA and prior to the expiration or termination of this Agreement and subject to the terms and conditions of this Agreement, GYNECARE shall deploy its Sales Force to Recommend and Detail the Essure Product Line and CONCEPTUS shall deploy its Sales Force to Recommend the Thermachoice Product Line in accordance with the Marketing Plan. Each of the Parties acknowledges that the other Party’s commitments regarding JMC funds under Section 2.2 and training under Section 3.3, and the payments made to it under this Agreement under Article 4 constitute complete and adequate consideration for its entering into this Agreement and shall constitute complete satisfaction of any duty, whether express or implied, which could be imposed upon the other Party to commercially exploit its rights under this Agreement or to Recommend or Detail the other Party’s Product Line and are accepted by each Party in lieu of any other minimum promotional efforts obligation on the part of the other Party, including without limitation, with respect to the promotion of the other Party’s Product Line. Each Party acknowledges, understands and agrees, that it shall not challenge in any subsequent claim or action any decision or action regarding the commercial exploitation of the Products made or taken by any director, officer, employee or individual acting as agent of the other Party or its Affiliates in what such individual subjectively believes to be in its (or its Affiliate’s) best interests, and that they are not required to take into account the interests of the other Party, unless such decision or action constitutes a material breach by it of any of its obligations under this Agreement. Except as otherwise expressly agreed to in the Marketing Plan, all business decisions, including, without limitation, the sale, price and promotion of a Party’s Product Line under this Agreement, shall be within the sole discretion of such Party.
Promotion Efforts. The parties shall have the obligations to undertake Promotion Efforts as set forth in this Section IV(B).
Promotion Efforts. During the Term, and subject to the terms and conditions of this Agreement, INSPIRE shall, in cooperation with ALLERGAN, use commercially reasonable efforts to market, promote and detail Elestat utilizing qualified field sales staff as its Sales Force in accordance with the then-current Marketing Plan. In addition, each party agrees:
3.2.1 that ALLERGAN shall have the exclusive right and obligation to manage reimbursement for Elestat in the appropriate reimbursement channels (health maintenance organizations, pharmacy benefit management companies and institutional customers); provided that:
(1) ALLERGAN shall use the same diligence it employs with respect to similar products of similar commercial size in the ophthalmology and allergy therapeutic areas to such entities and institutions and (2) INSPIRE shall be fully updated of all ALLERGAN efforts through the JCC meetings. In carrying out its obligations under this Section 3.2.1, ALLERGAN agrees to [confidential treatment requested].
3.2.2 that each party shall, in all material respects, conform its practices and procedures relating to the marketing, detailing and promotion of Elestat to all Applicable Laws and guidelines, including the PDMA, the Federal Health Care Programs Anti-Kickback Law, Title 42 of the U.S. Code Section 1320a-7b(b) (the “Anti-Kickback Statute”), the Pharmaceutical Research and Manufacturers of America (“PhRMA”) Code of Pharmaceutical Marketing Practices (the “PhRMA Code”) and the American Medical Association (“AMA”) Guidelines on Gifts to Physicians from Industry (the “AMA Guidelines”), as the same may be amended from time to time, and shall promptly notify the other party of, and provide the other party with a copy of, any correspondence or other reports with respect to the marketing, detailing and promotion of Elestat submitted to or received from the U.S. Department of Health and Human Services or its components (including the FDA and the Office of the Inspector General), PhRMA or the AMA relating to such laws, regulations and guidelines;
3.2.3 that each party shall, in all material respects, conform its practices and procedures relating to educating the medical community in the United States with respect to Elestat to the Accreditation Council for Continuing Medical Education (“ACCME”) Standards for Commercial Support of Continuing Medical Education (the “ACCME Standards”) and any applicable and enforceable FDA regulations or guidelines, as the same may be amended from time to ti...
Promotion Efforts. Subject to Section 4.6 below, Hardinge agrees to use its reasonable commercial efforts to promote and sell the Products, Accessories and Spares in the Territory in a manner consistent with such efforts undertaken by Hardinge with respect to its own quality products, including print advertising, attendance at trade shows in the Territory, direct mail campaigns, and other similar efforts previously or hereafter employed by Hardinge with respect to any of its products. Such efforts will be at the cost and expense of Hardinge.
Promotion Efforts. The Supplier will be solely responsible for all promoting, publicizing, advertising, marketing, and merchandising efforts necessary to generate airplay and the sale of the Products. Excluding the terms as set forth in Sections 5.2 and 5.3, the Distributor shall, at its sole discretion, advertise, publicize, market and promote the Products in the media of its choice. For each one hundred (100) compact discs, disc lp's singles or tapes that Distributor ships to its dealers for which royalties shall be payable hereunder, Distributor shall have the right to ship its dealers, on a no-charge basis or at a cost which is Fifty (50%) percent or less of Distributor's regular wholesale price five (5) compact discs, ten (10) disc lp's, singles or tapes for which royalties shall not be payable to Supplier. No royalties shall be payable for compact discs, lp discs, singles or tapes used for the purposes of publicity or advertising, for records distributed to radio stations, television stations, motion picture companies, publishers or others, for Products used on transportation facilities or as in-store play samplers, for records sold as cutouts or overstock or for records sold as scrap. Notwithstanding anything to the contrary hereinabove set forth, if Distributor changes its overall policy with respect to Products shipped to dealers on a no-charge basis or at a cost which is Fifty (50%) percent or less of Distributor's regular wholesale price on which royalties are not payable, then Distributor shall have the right to change the limitations hereinabove set forth in accordance with such new policy.
Promotion Efforts. The Distributor shall no later than 6 months after the Effective Date establish a sales office located within the United States, which shall provide the base for operations in the Territory and operations directed at UN in order to develop the contact to potential customers within the Territory and within UN. Immediately upon the establishment of the said sales office the Distributor shall facilitate a fulltime sales person to promote the sales of the Products within the Territory. The Distributor may develop materials in connection with the promotion of the sale of Products (including, but not limited to, product brochures). The Distributor shall submit copies of such promotional material to the Supplier.
Promotion Efforts. AGENT shall at all times use reasonable efforts to initiate, negotiate and conclude Licensee Agreements in the Territory. Without limiting the foregoing, AGENT shall commit all necessary resources to the solicitation of Licensee Agreements in the Territory. In no event shall AGENT make any representation, guarantee or warranty concerning the Licensee Agreements except as expressly authorized by ARTIST in writing (including without limitation in a term sheet or form License Agreement).
