Common use of Promotional Materials; Educational Materials Clause in Contracts

Promotional Materials; Educational Materials. (a) Santarus shall, at its own expense (which for clarity shall be included as an Advertising/Marketing/Educational Expense hereunder), have the right to create, develop, produce or otherwise obtain, and utilize sales, promotional, advertising, marketing, educational and training materials (“Promotional Materials”) to support the Promotional Effort for the Products. Such Promotional Materials may include, by way of example, detailing aids; leave behind items; journal advertising; educational programs; formulary binders; appropriate reprints and reprint carriers; product monographs; patient support kits; convention exhibit materials; direct mail; market research survey and analysis; training materials; and scripts for telemarketing and teleconferences. (b) Prior to any use thereof prior to the NDA Transfer Date, Santarus shall provide to Depomed for review a prototype of any Promotional Materials created by Santarus. Depomed shall notify Santarus of any objections it has to such prototype and the basis therefor as soon as reasonably practicable, but no later than [***] following its receipt thereof. Failure by Depomed to notify Santarus of any objections to the proposed prototype within such period shall constitute approval by Depomed. Santarus shall modify such Promotional Materials to the extent necessary to resolve any objections timely and reasonably made by Depomed to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal Requirements, and shall in good faith consider any of Depomed’s other objections. The final version of the Promotional Materials approved by the Santarus CAC (which shall include such modifications as are required to address concerns timely and reasonably made by Depomed on the grounds that such Promotional Materials are inconsistent with Legal Requirements) may be produced in quantity, and Santarus shall provide Depomed with the requisite number of

Promotional Materials; Educational Materials. (a) Santarus Subject to Sections 4.4(b), 4.4(c) and 4.9, King shall, at its own expense (which for clarity shall be included as an Advertising/Marketing/Educational Expense hereunder)[***], have the right to create, develop, produce or otherwise obtain, and utilize sales, promotional, advertising, marketing, educational and training materials (“Promotional Materials”) which are necessary to support fully the Promotional Effort for the ProductsProduct. Such Promotional Materials may include, by way of example, detailing aids; leave behind items; journal advertising; educational programs; formulary binders; appropriate reprints and reprint carriers; product monographs; patient support kits; convention exhibit materials; direct mail; market research survey and analysis; training materials; and scripts for telemarketing and teleconferences. All Promotional Materials used by the King Sales Force or bearing the King Trademarks will be subject to the review and approval of the King CCC. All Promotional Materials developed by King hereunder shall prominently display such Depomed Trademark(s) as shall be specified by Depomed to King following its review of the applicable prototype in accordance with Section 4.4(b). (b) Prior to any the use thereof prior to the NDA Transfer Datethereof, Santarus King shall provide to Depomed for review a prototype of any Promotional Materials created by SantarusKing for review. Depomed shall notify Santarus King of any objections it has to such prototype and the basis therefor as soon as reasonably practicable, but no later than [***] ten business days following its receipt thereofthereof (five business days during the Launch Period). Failure by Depomed to notify Santarus of any objections to the proposed prototype within such period shall constitute approval by Depomed. Santarus King shall modify such Promotional Materials to the extent necessary to resolve any objections timely and reasonably made by Depomed to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal Requirements, Requirements or this Agreement and shall in good faith consider and address any of Depomed’s other objections. The final version of the Promotional Materials approved by the Santarus CAC King CCC shall be provided to Depomed for its review and approval to confirm their consistency with the prototype approved by Depomed and the resolution of Depomed’s objections in accordance with this Section 4.4(b), which review and approval shall occur, as soon as reasonably practicable, but no later than ten business days (which five business days during the Launch Period) following its receipt by Depomed. Upon approval, the Promotional Materials may be produced in quantity, and King shall include provide Depomed with the requisite number of copies of the final printed form in a timely manner so as to allow Depomed to satisfy its obligation to file such modifications as are required materials with the FDA prior to address concerns timely the first use of the Promotional Materials, and reasonably Depomed will make such filing with the FDA within five business days of its receipt of such copies. (c) Notwithstanding the provisions of Section 4.4(a), Depomed shall maintain responsibility for the creation and development of Promotional Materials to be utilized in connection with the commercial launch of the Product (the “Launch Promotional Materials”). Depomed shall provide to King prototypes of all Launch Promotional Materials for the review and approval of the King CCC. King shall notify Depomed of any objections it has to such prototype and the basis therefor within five business days following its receipt thereof. Depomed shall modify such Promotional Materials to the extent necessary to resolve any objections made by Depomed King to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal RequirementsRequirements or this Agreement, and shall in good faith consider and endeavor to resolve and address any of King’s other objections. The final version of the Launch Promotional Materials shall be provided to King for the review and approval of the King CCC to confirm their consistency with the prototype approved by King and the resolution of King’s objections in accordance with this Section 4.4(c), which review and approval shall occur, as soon as reasonably practicable, but no later than five business days following its receipt by Depomed. On or prior to the Promotion Commencement Date, Depomed shall deliver to King all King-approved Launch Promotional Materials created by Depomed in its inventory, less a reasonable amount thereof necessary to support Promotion efforts undertaken by Depomed. The Launch Promotional Materials supplied to King under this Section 4.4(c) shall be delivered to a single location specified by King in writing prior to such delivery. Depomed hereby grants to King the non-exclusive right, during the Term, to use the Launch Promotional Materials supplied to King pursuant to this Section 4.4(c) in the performance of its obligations under this Agreement. (d) Depomed shall own all copyrights to all Promotional Materials that are created during the Term of this Agreement in connection with the Promotion of the Product. King shall use commercially reasonable efforts consistent with accepted business practices to obtain such assignments from the authors and creators of such materials as may be produced necessary to vest ownership of the copyright in quantityDepomed. Depomed shall, and Santarus does hereby, grant to King a royalty-free license to use and reproduce such materials solely in conjunction with its Promotion of the Product pursuant to this Agreement, which license shall provide Depomed not be assignable or transferable by King, except in accordance with the requisite number ofterms of Section 2.2. (e) All written materials relating to Educational Programs that are funded using Advertising/Marketing/Educational Expenses shall identify both Depomed and King as sponsors of such Educational Programs, unless otherwise agreed by the JCC.

Promotional Materials; Educational Materials. (a) Santarus Apricus shall, at its own expense (which for clarity shall be included as an Advertising/Marketing/Educational Expense Sales and Marketing Expenses hereunder), have the right to create, develop, produce or otherwise obtain, and utilize sales, promotional, advertising, marketing, educational and training materials (“Promotional Materials”) to support the Promotional Effort Promotion for the ProductsProduct. Such Promotional Materials may include, by way of example, detailing aids; leave behind items; journal advertising; educational programs; formulary binders; appropriate reprints and reprint carriers; product monographs; patient support kits; convention exhibit materials; direct mail; market research survey and analysis; training materials; and scripts for telemarketing and teleconferences. (b) Prior to any use thereof prior to the NDA Transfer Date, Santarus Each party shall provide to Depomed the other party for review a prototype of any Promotional Materials created by Santarussuch party. Depomed The other party shall notify Santarus the submitting party of any objections it has to such prototype and the basis therefor as soon as reasonably practicable, but no later than [***] ten (10) business days following its receipt thereof. If there are objections related to regulatory concerns which may require additional investigation or clarification, such investigation or clarification will occur no later than an additional five (5) business days. Failure by Depomed the other party to notify Santarus the submitting party of any objections to the proposed prototype within such period shall constitute approval by Depomedthe other party. Santarus The submitting party shall modify such Promotional Materials to the extent necessary to resolve any objections timely and reasonably made by Depomed the other party to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal Requirements, and shall in good faith consider any of Depomedthe other party’s other objections. The final version of the Promotional Materials approved by the Santarus CAC submitting party (which shall include such modifications as are required to address concerns timely and reasonably made by Depomed the other party on the grounds that such Promotional Materials are inconsistent with Legal Requirements) may be produced in quantity, and Santarus Apricus shall provide Depomed PediatRx with the requisite number ofof copies of the final printed form in a timely manner so as to allow PediatRx to satisfy its obligation to file such materials with the FDA prior to the first use of the Promotional Materials, such filing and regulatory review for Apricus Promotional Materials to be at the expense of Apricus, but includible as Sales and Marketing Expenses or General and Administrative Expenses. PediatRx will make such filing with the FDA within two (2) business days after the date Apricus provides PediatRx with such copies of the final version of such Promotional Materials. In furtherance of the foregoing provisions of this Section 2.4(b), the parties will endeavor to cooperate to facilitate the timely and efficient review of Promotional Materials and resolution of any disputes or disagreements related to such Promotional Materials, with a view to containing both parties’ internal personnel resources and external costs associated with the creation, review and approval of such Promotional Materials. In the event both parties are Promoting the Product, they shall appoint appropriate representatives to meet on a regular basis in order to coordinate Promotional Materials to be used by the parties so as to ensure consistent promotional positioning and messaging across each party’s Promotional efforts. In the event the appointed representatives are unable to agree as to any matter, the matter shall be resolved by agreement of senior management of the parties. (c) Apricus shall own all copyrights to all Apricus Promotional Materials that are created by Apricus during the Term of this Agreement in connection with and to the extent relating to the Promotion of the Product.

Promotional Materials; Educational Materials. (a) Subject to Sections 4.4(b), 4.4(c) and 4.9, Santarus shall, at its own expense (which for clarity shall be included as an Advertising/Marketing/Educational Expense hereunder), ) have the right to create, develop, produce or otherwise obtain, and utilize sales, promotional, advertising, marketing, educational and training materials (“Promotional Materials”) which are necessary to support fully the Promotional Effort for the Products. Such Promotional Materials may include, by way of example, detailing aids; leave behind items; premium branded items; journal advertising; educational programs; formulary binders; appropriate reprints and reprint carriers; product monographs; patient support kits; convention exhibit materials; direct mail; market research survey and analysis; training materials; and scripts for telemarketing and teleconferences. All Promotional Materials used by the Santarus Sales Force or bearing the Santarus Trademarks will be subject to the review and approval of the Santarus CAC. All Promotional Materials developed by Santarus hereunder shall prominently display such Depomed Trademark(s) as shall be specified by Depomed to Santarus following its review of the applicable prototype in accordance with Section 4.4(b). (b) Prior to any the use thereof prior to the NDA Transfer Datethereof, Santarus shall provide to Depomed for review a prototype of any Promotional Materials created by SantarusSantarus for review. Depomed shall notify Santarus of any objections it has to such prototype and the basis therefor as soon as reasonably practicable, but no later than [***] ten (10) business days following its receipt thereof. Failure by Depomed to notify Santarus of any objections to thereof (five (5) business days during the proposed prototype within such period shall constitute approval by DepomedLaunch Period). Santarus shall modify such Promotional Materials to the extent necessary to resolve any objections timely and reasonably made by Depomed to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal Requirements, Requirements or this Agreement and shall in good faith consider any of Depomed’s other objections. The final version of the Promotional Materials approved by the Santarus CAC (which shall include such modifications as are required be provided to address concerns timely Depomed for its review and reasonably made approval to confirm their consistency with the prototype approved by Depomed on and the grounds that such resolution of Depomed’s objections in accordance with this Section 4.4(b), which review and approval shall occur, as soon as reasonably practicable, but no later than five (5) business days following its receipt by Depomed. Upon approval, the Promotional Materials are inconsistent with Legal Requirements) may be produced in quantity, and Santarus shall provide Depomed with the requisite number of copies of the final printed form in a timely manner so as to allow Depomed to satisfy its obligation to file such materials with the FDA prior to the first use of the Promotional Materials, and Depomed will make such filing with the FDA within five (5) business days of its receipt of such copies. In furtherance of the foregoing provisions of this Section 4.4(b), the parties will endeavor to cooperate to facilitate the timely and efficient review of Promotional Materials and resolution of any disputes or disagreements related to Promotional Materials, with a view to containing both parties’ internal personnel resources and external costs associated with the creation, review and approval of the Promotional Materials. (c) At Santarus’ request, Depomed shall make available to Santarus any Promotional Materials created by Depomed prior to the Effective Date, including electronic copies of Promotional Materials, at Depomed’s out-of-pocket cost for printing and delivering such materials (and such costs shall be included in the Advertising/Marketing/Education Expenses for Santarus). On or prior to the Promotion Commencement Date, Depomed shall deliver to Santarus all such Promotional Materials created by Depomed in its inventory. The Promotional Materials supplied to Santarus under this Section 4.4(c) shall be delivered to a single location specified by Santarus in writing prior to such delivery. Depomed hereby grants to Santarus the exclusive right, during the Term, to use the Promotional Materials supplied to Santarus pursuant to this Section 4.4(c) in the performance of its obligations under this Agreement. (d) Depomed shall own all copyrights to all Promotional Materials that are created during the Term of this Agreement in connection with and to the extent relating to the Promotion of the Products. Santarus shall use commercially reasonable efforts consistent with accepted business practices to obtain such assignments from the authors and creators of such materials as may be necessary to vest ownership of the copyright in Depomed. Depomed shall, and does hereby, grant to Santarus a royalty-free license to use and reproduce such materials solely in conjunction with its Promotion of the Products pursuant to this Agreement, which license shall not be assignable or transferable by Santarus, except in accordance with the terms of Section 2.2.

Promotional Materials; Educational Materials. (a) Santarus shallSubject to Section 4.4(b), The Parties may, each at its own expense (which for clarity shall be included as an Advertising/Marketing/Educational Expense hereunder)sole expense, have the right to create, develop, produce or otherwise obtain, and utilize sales, create prototypes of promotional, advertising, marketing, marketing and educational and training materials (“Promotional Materials”) to support the Promotional Effort for the ProductsProduct in the Territory within the Field. Such Promotional Materials may include, by way of example, detailing aids; leave behind items; journal advertising; educational programs; formulary binders; appropriate reprints and reprint carriers; and product monographs; patient support kits; convention exhibit materials; direct mail; market research survey . All Promotional Materials used by the Xxxxxx Sales Force will be subject to the review and analysis; training materials; and scripts for telemarketing and teleconferencesapproval of the Depomed APL. All Promotional Materials developed by Xxxxxx hereunder shall prominently display such Depomed Trademark(s) as shall be specified by Depomed to Xxxxxx following its review of the applicable prototype in accordance with Section 4.4(b). (b) Prior to any use thereof prior to the NDA Transfer Date, Santarus Each Party shall provide to Depomed for review the other a prototype of any Promotional Materials created it creates to support the Promotional Effort for the Product in the Territory within the Field, for review by Santarusthe other Party. Depomed The reviewing Party shall notify Santarus the creating Party of any objections it has to such prototype and the basis therefor as soon as reasonably practicable, but no later than [***] ten (10) business days following its receipt thereof. Failure by Depomed to notify Santarus of any objections to the proposed prototype within such period shall constitute approval by Depomed. Santarus The creating Party shall modify such Promotional Materials to the extent necessary to resolve any objections timely and reasonably made by Depomed the reviewing Party to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal Requirements, Requirements or this Agreement and shall in good faith consider any of Depomed’s other objectionsobjection raised by the reviewing Party. The final version of the Promotional Materials approved by the Santarus CAC (Depomed APL shall be reviewed and approved by the Parties to confirm their consistency with the prototype approved by the Parties and the resolution of any objections in accordance with this Section 4.4(b), which review and approval shall include such modifications occur, as are required to address concerns timely and soon as reasonably made practicable, but no later than ten business days following its receipt by Depomed on the grounds that such reviewing Party. Upon approval, the Promotional Materials are inconsistent with Legal Requirements) may be produced in quantity. Depomed’s regulatory affairs department will notify Xxxxxx’x regulatory affairs department when Promotional Materials have been submitted to the FDA. Such Promotional Materials may only be used by Xxxxxx subsequent to such notification from Depomed’s regulatory affairs department. The Parties have reviewed and approved certain Promotional Materials acquired by Depomed from Esprit in connection with the Esprit Termination Agreement (the “Esprit Promotional Materials”), as set forth on a list of such approved Esprit Promotional Materials agreed to in writing prior to the execution of the Original Agreement. Depomed will deliver to Xxxxxx, free of charge, such quantities of existing Esprit Promotional Materials that Depomed receives from Esprit pursuant to the Esprit Termination Agreement as the Parties agreed in writing prior to the execution of the Original Agreement. (c) The Parties may purchase from each other sufficient copies of Promotional Materials for use by either Party’s sales force at the other Party’s out-of-pocket cost therefor. (d) Depomed shall own all copyrights to all Promotional Materials that are created during the Term of this Agreement in connection with the Promotion of the Product. Xxxxxx shall use commercially reasonable efforts consistent with accepted business practices to obtain such assignments from the authors and creators of such materials as may be necessary to vest ownership of the copyright in Depomed. Depomed shall, and Santarus does hereby, grant to Xxxxxx a royalty-free license to use and reproduce such materials solely in conjunction with its Promotion of the Product pursuant to this Agreement, which license shall provide Depomed not be assignable or transferable by Xxxxxx. (e) Disputes between the Parties with respect to Promotional Materials shall be subject to the requisite number ofdispute resolution procedures applicable to JSC disputes set forth in Section 3.5.

Promotional Materials; Educational Materials. (a) Santarus shall, at its own expense (which for clarity shall be included as an Advertising/Marketing/Educational Expense hereunder), have the right to create, develop, produce or otherwise obtain, and utilize sales, promotional, advertising, marketing, educational and training materials (“Promotional Materials”) to support the Promotional Effort for the Products. Such Promotional Materials may include, by way of example, detailing aids; leave behind items; journal advertising; educational programs; formulary binders; appropriate reprints and reprint carriers; product monographs; patient support kits; convention exhibit materials; direct mail; market research survey and analysis; training materials; and scripts for telemarketing and teleconferences. (b) Prior to any use thereof prior to the NDA Transfer Date, Santarus shall provide to Depomed for review a prototype of any Promotional Materials created by Santarus. Depomed shall notify Santarus of any objections it has to such prototype and the basis therefor as soon as reasonably practicable, but no later than [***] following its receipt thereof. Failure by Depomed to notify Santarus of any objections to the proposed prototype within such period shall constitute approval by Depomed. Santarus shall modify such Promotional Materials to the extent necessary to resolve any objections timely and reasonably made by Depomed to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal Requirements, and shall in good faith consider any of Depomed’s other objections. The final version of the Promotional Materials approved by the Santarus CAC (which shall include such modifications as are required to address concerns timely and reasonably made by Depomed on the grounds that such Promotional Materials are inconsistent with Legal Requirements) may be produced in quantity, and Santarus shall provide Depomed with the requisite number ofof copies of the final printed form in a timely manner so as to allow Depomed to satisfy its obligation to file such materials with the FDA prior to the first use of the Promotional Materials. Depomed will make such filing with the FDA within two (2) business days after the date Santarus provides Depomed with such copies of the final version of such Promotional Materials. In furtherance of the foregoing provisions of this Section 5.4(b), the parties will endeavor to cooperate to facilitate the timely and efficient review of Promotional Materials for use prior to the NDA Transfer Date and resolution of any disputes or disagreements related to such Promotional Materials, with a view to containing both parties’ internal personnel resources and external costs associated with the creation, review and approval of such Promotional Materials. (c) Santarus shall own all copyrights to all Promotional Materials that are created during the Term of this Agreement in connection with and to the extent relating to the Promotion of the Products.

Promotional Materials; Educational Materials. (a) Santarus Subject to Sections 4.4(b), 4.4(c) and 4.9, King shall, at its own expense (which for clarity shall be included as an Advertising/Marketing/Educational Expense hereunder)***, have the right to create, develop, produce or otherwise obtain, and utilize sales, promotional, advertising, marketing, educational and training materials (“Promotional Materials”) which are necessary to support fully the Promotional Effort for the ProductsProduct. Such Promotional Materials may include, by way of example, detailing aids; leave behind items; journal advertising; educational programs; formulary binders; appropriate reprints and reprint carriers; product monographs; patient support kits; convention exhibit materials; direct mail; market research survey and analysis; training materials; and scripts for telemarketing and teleconferences. All Promotional Materials used by the King Sales Force or bearing the King Trademarks will be subject to the review and approval of the King CCC. All Promotional Materials developed by King hereunder shall prominently display such Depomed Trademark(s) as shall be specified by Depomed to King following its review of the applicable prototype in accordance with Section 4.4(b). (b) Prior to any the use thereof prior to the NDA Transfer Datethereof, Santarus King shall provide to Depomed for review a prototype of any Promotional Materials created by SantarusKing for review. Depomed shall notify Santarus King of any objections it has to such prototype and the basis therefor as soon as reasonably practicable, but no later than [***] ten business days following its receipt thereofthereof (five business days during the Launch Period). Failure by Depomed to notify Santarus of any objections to the proposed prototype within such period shall constitute approval by Depomed. Santarus King shall modify such Promotional Materials to the extent necessary to resolve any objections timely and reasonably made by Depomed to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal Requirements, Requirements or this Agreement and shall in good faith consider and address any of Depomed’s other objections. The final version of the Promotional Materials approved by the Santarus CAC King CCC shall be provided to Depomed for its review and approval to confirm their consistency with the prototype approved by Depomed and the resolution of Depomed’s objections in accordance with this Section 4.4(b), which review and approval shall occur, as soon as reasonably practicable, but no later than ten business days (which five business days during the Launch Period) following its receipt by Depomed. Upon approval, the Promotional Materials may be produced in quantity, and King shall include provide Depomed with the requisite number of copies of the final printed form in a timely manner so as to allow Depomed to satisfy its obligation to file such modifications as are required materials with the FDA prior to address concerns timely the first use of the Promotional Materials, and reasonably Depomed will make such filing with the FDA within five business days of its receipt of such copies. (c) Notwithstanding the provisions of Section 4.4(a), Depomed shall maintain responsibility for the creation and development of Promotional Materials to be utilized in connection with the commercial launch of the Product (the “Launch Promotional Materials”). Depomed shall provide to King prototypes of all Launch Promotional Materials for the review and approval of the King CCC. King shall notify Depomed of any objections it has to such prototype and the basis therefor within five business days following its receipt thereof. Depomed shall modify such Promotional Materials to the extent necessary to resolve any objections made by Depomed King to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal RequirementsRequirements or this Agreement, and shall in good faith consider and endeavor to resolve and address any of King’s other objections. The final version of the Launch Promotional Materials shall be provided to King for the review and approval of the King CCC to confirm their consistency with the prototype approved by King and the resolution of King’s objections in accordance with this Section 4.4(c), which review and approval shall occur, as soon as reasonably practicable, but no later than five business days following its receipt by Depomed. On or prior to the Promotion Commencement Date, Depomed shall deliver to King all King-approved Launch Promotional Materials created by Depomed in its inventory, less a reasonable amount thereof necessary to support Promotion efforts undertaken by Depomed. The Launch Promotional Materials supplied to King under this Section 4.4(c) shall be delivered to a single location specified by King in writing prior to such delivery. Depomed hereby grants to King the non-exclusive right, during the Term, to use the Launch Promotional Materials supplied to King pursuant to this Section 4.4(c) in the performance of its obligations under this Agreement. (d) Depomed shall own all copyrights to all Promotional Materials that are created during the Term of this Agreement in connection with the Promotion of the Product. King shall use commercially reasonable efforts consistent with accepted business practices to obtain such assignments from the authors and creators of such materials as may be produced necessary to vest ownership of the copyright in quantityDepomed. Depomed shall, and Santarus does hereby, grant to King a royalty-free license to use and reproduce such materials solely in conjunction with its Promotion of the Product pursuant to this Agreement, which license shall provide Depomed not be assignable or transferable by King, except in accordance with the requisite number ofterms of Section 2.2. (e) All written materials relating to Educational Programs that are funded using Advertising/Marketing/Educational Expenses shall identify both Depomed and King as sponsors of such Educational Programs, unless otherwise agreed by the JCC.

Promotional Materials; Educational Materials. (a) Subject to Sections 4.4(b), 4.4(c) and 4.9, Santarus shall, at its own expense (which for clarity shall be included as an Advertising/Marketing/Educational Expense hereunder), ) have the right to create, develop, produce or otherwise obtain, and utilize sales, promotional, advertising, marketing, educational and training materials (“Promotional Materials”) which are necessary to support fully the Promotional Effort for the Products. Such Promotional Materials may include, by way of example, detailing aids; leave behind items; premium branded items; journal advertising; educational programs; formulary binders; appropriate reprints and reprint carriers; product monographs; patient support kits; convention exhibit materials; direct mail; market research survey and analysis; training materials; and scripts for telemarketing and teleconferences. All Promotional Materials used by the Santarus Sales Force or bearing the Santarus Trademarks will be subject to the review and approval of the Santarus CAC. All Promotional Materials developed by Santarus hereunder shall prominently display such Depomed Trademark(s) as shall be specified by Depomed to Santarus following its review of the applicable prototype in accordance with Section 4.4(b). *** 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. (b) Prior to any the use thereof prior to the NDA Transfer Datethereof, Santarus shall provide to Depomed for review a prototype of any Promotional Materials created by SantarusSantarus for review. Depomed shall notify Santarus of any objections it has to such prototype and the basis therefor as soon as reasonably practicable, but no later than [***] ten (10) business days following its receipt thereof. Failure by Depomed to notify Santarus of any objections to thereof (five (5) business days during the proposed prototype within such period shall constitute approval by DepomedLaunch Period). Santarus shall modify such Promotional Materials to the extent necessary to resolve any objections timely and reasonably made by Depomed to such Promotional Materials on the grounds that such Promotional Materials are inconsistent with any Legal Requirements, Requirements or this Agreement and shall in good faith consider any of Depomed’s other objections. The final version of the Promotional Materials approved by the Santarus CAC (which shall include such modifications as are required be provided to address concerns timely Depomed for its review and reasonably made approval to confirm their consistency with the prototype approved by Depomed on and the grounds that such resolution of Depomed’s objections in accordance with this Section 4.4(b), which review and approval shall occur, as soon as reasonably practicable, but no later than five (5) business days following its receipt by Depomed. Upon approval, the Promotional Materials are inconsistent with Legal Requirements) may be produced in quantity, and Santarus shall provide Depomed with the requisite number of copies of the final printed form in a timely manner so as to allow Depomed to satisfy its obligation to file such materials with the FDA prior to the first use of the Promotional Materials, and Depomed will make such filing with the FDA within five (5) business days of its receipt of such copies. In furtherance of the foregoing provisions of this Section 4.4(b), the parties will endeavor to cooperate to facilitate the timely and efficient review of Promotional Materials and resolution of any disputes or disagreements related to Promotional Materials, with a view to containing both parties’ internal personnel resources and external costs associated with the creation, review and approval of the Promotional Materials. (c) At Santarus’ request, Depomed shall make available to Santarus any Promotional Materials created by Depomed prior to the Effective Date, including electronic copies of Promotional Materials, at Depomed’s out-of-pocket cost for printing and delivering such materials (and such costs shall be included in the Advertising/Marketing/Education Expenses for Santarus). On or prior to the Promotion Commencement Date, Depomed shall deliver to Santarus all such Promotional Materials created by Depomed in its inventory. The Promotional Materials supplied to Santarus under this Section 4.4(c) shall be delivered to a single location specified by Santarus in writing prior to such delivery. Depomed hereby grants to Santarus the exclusive right, during the Term, to use the Promotional Materials supplied to Santarus pursuant to this Section 4.4(c) in the performance of its obligations under this Agreement. (d) Depomed shall own all copyrights to all Promotional Materials that are created during the Term of this Agreement in connection with and to the extent relating to the Promotion of the Products. Santarus shall use commercially reasonable efforts consistent with accepted business practices to obtain such assignments from the authors and creators of such materials as may be necessary to vest ownership of the copyright in Depomed. Depomed shall, and does hereby, grant to Santarus a royalty-free license to use and reproduce such materials solely in conjunction with its Promotion of the Products pursuant to this Agreement, which license shall not be assignable or transferable by Santarus, except in accordance with the terms of Section 2.2.