Common use of REQUIRED SALES EFFORT Clause in Contracts

REQUIRED SALES EFFORT. Each Party shall supply the total promotional and marketing effort (including details, if determined to be an appropriate sales activity) for each Collaboration Product being co-promoted by the Parties in each Co-Promotion Country, as determined by a marketing committee to be established by the Parties (the "Marketing Committee"). The Parties shall be equally represented on the Marketing Committee. It is understood and agreed that the sales effort required from the Parties may differ with respect to the size of the sales force, number of details and other factors, based on the target market for which such Party has marketing responsibilities as determined by the Marketing Committee. The Marketing Committee will determine appropriate written standards for measuring and accounting procedures to confirm and document each Party's performance of its required sales effort, prior to the commencement of the term of co-promotion for any Collaboration Product, and may modify the required sales effort required by each Party as it deems appropriate; provided that GenVec's percentage of the total required sales effort established by the Marketing Committee shall * If GenVec has failed or is unable to supply * of the required sales effort established by the Marketing Committee then GenVec's right to co-promote the applicable Collaboration Product hereunder shall terminate in the applicable Co-Promotion Country and such Co-Promotion Country shall become part of the Territory. If in any year a Party's actual sales effort falls below its assigned percentage of the total required sales effort, unless otherwise agreed, such Party's share of profit shall be reduced for that and all future years, to the percentage of required sales effort actually provided by such Party in such year, subject to application of this provision in future years if a Party fails to meet its required sales effort.

REQUIRED SALES EFFORT. Each Party shall supply the total promotional --------------------- and marketing effort (including details, if determined to be an appropriate sales activity) for each Collaboration Product being co-promoted by the Parties in each Co-Promotion Country, as determined by a marketing committee to be established by the Parties (the "Marketing Committee"). The Parties shall be equally represented on the Marketing Committee. It is understood and agreed that the sales effort required from the Parties may differ with respect to the size of the sales force, number of details and other factors, based on the target market for which such Party has marketing responsibilities as determined by the Marketing Committee. The Marketing Committee will determine appropriate written standards for measuring and accounting procedures to confirm and document each Party's performance of its required sales effort, prior to the commencement of the term of co-promotion for any Collaboration Product, and may modify the required sales effort required by each Party as it deems appropriate; provided that GenVec's percentage of the total required sales effort established by the Marketing Committee shall * If GenVec has failed or is unable to supply * of the required sales effort established by the Marketing Committee then GenVec's right to co-promote the applicable Collaboration Product hereunder shall terminate in the applicable Co-Promotion Country and such Co-Promotion Country shall become part of the Territory. If in any year a Party's actual sales effort falls below its assigned percentage of the total required sales effort, unless otherwise agreed, such Party's share of profit shall be reduced for that and all future years, to the percentage of required sales effort actually provided by such Party in such year, subject to application of this provision in future years if a Party fails to meet its required sales effort.

REQUIRED SALES EFFORT. Each Party shall supply the total promotional and marketing effort (including details, if determined to be an appropriate sales activity,) for each Collaboration Other Product being co-promoted by the Parties in each Coco-Promotion Countrypromotion country, as determined by a marketing committee to be established by the Parties (the "Marketing Committee"). The Parties shall be equally represented on the Marketing Committee. It is understood and agreed that the sales effort required from the Parties may differ with respect to the size of the sales force, number of details and other factors, based on the target market for which such Party has marketing responsibilities as determined by the Marketing Committee. The Marketing Committee will determine appropriate written standards for measuring and accounting procedures to confirm and document each Party's performance of its required sales effort, prior to the commencement of the term of co-promotion for any Collaboration Other Product, and may modify the required sales effort required by each Party as it deems appropriate; : provided that GenVecSequana's percentage of the total required sales effort established by the Marketing Committee shall * not exceed [*] or be [*]. If GenVec Sequana has failed or is unable to supply * [*] of the required sales effort established by the Marketing Committee then GenVecSequana's right to co-promote the applicable Collaboration Other Product hereunder shall terminate in the applicable Co-Promotion Country country and Warner shall thereafter have the exclusive right to promote such Co-Promotion Country shall become part of the TerritoryOther Product in such country. If in any year a Party's actual sales effort falls below its assigned percentage of the total required sales effort, unless otherwise agreed, such Party's share of profit shall be reduced for that and all future years, to the percentage of required sales effort actually provided by such Party in such year, subject to application of this provision in future years if a Party fails to meet its required sales effort.