TOLERRX MEDICAL SCIENCE LIAISONS IN UNITED STATES Sample Clauses

TOLERRX MEDICAL SCIENCE LIAISONS IN UNITED STATES. If TolerRx has exercised and continues to participate in the US Profit/Loss Sharing Option in accordance with Section 6.5 and Exhibit A, then TolerRx shall have the right to provide MSLs (as defined below) to provide expert information to the medical community on the subject matter of immunological tolerance only in accordance with the Development Plan. TolerRx shall have the right to provide such MSLs only if all of the following conditions are true: (A) Genentech determines that TolerRx, at its sole expense, has established the proper infrastructure to support and employ such MSLs and has hired sufficient numbers of MSLs; (B) TolerRx pays for [***] of all TolerRx MSL Costs for a period of [***] from the date the first MSL is hired; (C) Genentech determines that the MSLs are not duplicating or performing any work performed by Genentech's or its sublicensees' personnel or agents (Genentech medical science liaisons will be solely responsible for any work related to physician advocacy development or clinical trials (including but not limited to oversight of clinical trials)); (D) MSLs shall strictly follow any and all instructions provided by Genentech and decisions made by Genentech and shall attend all training and other activities required by Genentech; (E) MSLs do not adversely affect Genentech's medical science liaisons (including but not limited to Genentech's medical science liaison infrastructure and hiring) for such Licensed Product; and (F) the total number of MSLs shall not exceed [***], unless otherwise agreed upon by the Parties. "MSLS" or "TOLERRX MSLS" means medical science liaisons employed by TolerRx who are fully qualified to provide expert information to the medical community on the subject matter of immunological tolerance. For clarity, MSLs shall not participate in the sales, marketing, or other commercialization of the Licensed Product. "TOLERRX MSL COSTS" means fully burdened FTE Costs pre-approved by Genentech and incurred by TolerRx for TolerRx MSLs, provided that all of the conditions set forth in Sections 3.4(f)(A) to (F) above are true and TolerRx complies fully with this Section 3.4(f). Genentech shall pay for [***] of TolerRx MSL Costs incurred by TolerRx during the [***] period set forth in Section 3.4(f)(B) above. Such payments shall be made within sixty (60) days from the end of the calendar quarter in which such TolerRx MSL Costs were incurred, provided that Genentech receives an invoice for such TolerRx MSL Costs on or befo...
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