Common use of Training Materials Clause in Contracts

Training Materials. (a) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to be used to train the Sales Forces with respect to Promoting the Product and (ii) submit all such proposed materials that are intended to be used by the Cubist Sales Force to the Joint Clearance Committee for review and approval prior to their use. Optimer agrees to submit materials that are intended to be used exclusively by the Optimer Sales Force to the Joint Clearance Committee for comment as provided in Section 5.3.1. Optimer shall be solely liable and responsible for the content of such materials and for ensuring that such materials comply with Optimer Business Policies. (b) Cubist may, but is not required to, at its sole expense, create, develop, produce or obtain, and provide materials to be used to train the Sales Forces with respect to Promoting the Product; provided, that Cubist shall submit all such proposed materials to the Joint Clearance Committee for review and all such proposed materials must be approved by the Joint Clearance Committee prior to their use by any of the Sales Forces. Cubist shall be solely liable and responsible for the content of such materials (excluding any Optimer Trademark) and for ensuring that such materials comply with Cubist Business Policies. (c) Any materials described in Section 3.6.2(a) or Section 3.6.2(b) that are approved by the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Sales Training Materials.” Each Party may use any of the Sales Training Materials in connection with training its Sales Force under this Agreement, provided such use is in compliance with the terms of this Agreement and the Sales Training Plan or is otherwise *Confidential Treatment Requested. Omitted portions filed with the Commission. approved by the Joint Clearance Committee. If Optimer elects to use any Sales Training Material created by Cubist under Section 3.6.2(b), Optimer shall reimburse Cubist for its reasonable, documented, out-of-pocket cost of producing or obtaining and providing such Sales Training Material for the Optimer Sales Force. Except as provided in Section 5.3.1, the Parties shall not use any materials in training the Sales Forces with respect to Promoting the Product other than the Sales Training Materials approved by the Joint Clearance Committee. (d) Optimer shall own all copyright and other right, title and interest in and to all Sales Training Materials, and Cubist hereby assigns to Optimer any and all interest that Cubist may have in the Sales Training Materials; provided, that Optimer hereby grants to Cubist a non-exclusive, royalty-free license under all copyrights that cover the Sales Training Materials solely for the purpose of copying, displaying and distributing such Sales Training Materials to the extent permitted under this Agreement. This license shall automatically and immediately terminate upon the expiration or earlier termination of this Agreement for any reason and shall be non-transferable and non-sublicensable.

Training Materials. (a) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to be used to train the Sales Forces with respect to Promoting the Product and (ii) submit all such proposed materials that are intended to be used by the Cubist Sales Force to the Joint Clearance Committee for review and approval prior to their use. Optimer agrees to submit materials that are intended to be used exclusively by the Optimer Sales Force to the Joint Clearance Committee for comment as provided in Section 5.3.1. Optimer shall be solely liable and responsible for the content of such materials and for ensuring that such materials comply with Optimer Business Policies. (b) Cubist may, but is not required to, at its sole expense, create, develop, produce or obtain, and provide materials to be used to train the Sales Forces with respect to Promoting the Product; provided, that Cubist shall submit all such proposed materials to the Joint Clearance Committee for review and all such proposed materials must be approved by the Joint Clearance Committee prior to their use by any of the Sales Forces. Cubist shall be solely liable and responsible for the content of such materials (excluding any Optimer Trademark) and for ensuring that such materials comply with Cubist Business Policies. (c) Any materials described in Section 3.6.2(a) or Section 3.6.2(b) that are approved by the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Sales Training Materials.” Each Party may use any of the Sales Training Materials in connection with training its Sales Force under this Agreement, provided such use is in compliance with the terms of this Agreement and the Sales Training Plan or is otherwise *Confidential Treatment Requested. Omitted portions filed with the Commission. approved by the Joint Clearance Committee. If Optimer elects to use any Sales Training Material created by Cubist under Section 3.6.2(b), Optimer shall reimburse Cubist for its reasonable, documented, out-of-pocket cost of producing or obtaining and providing such Sales Training Material for the Optimer Sales Force. Except as provided in Section 5.3.1, the Parties shall not use any materials in training the Sales Forces with respect to Promoting the Product other than the Sales Training Materials approved by the Joint Clearance Committee. (d) Optimer shall own all copyright and other right, title and interest in and to all Sales Training Materials, and Cubist hereby assigns to Optimer any and all interest that Cubist may have in the Sales Training Materials; provided, that Optimer hereby grants to Cubist a non-exclusive, royalty-free license under all copyrights that cover the Sales Training Materials solely for the purpose of copying, displaying and distributing such Sales Training Materials to the extent permitted under this Agreement. This license shall automatically and immediately terminate upon the expiration or earlier termination of this Agreement for any reason and shall be non-transferable and non-sublicensable.

Training Materials. (a) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to be used to train the Sales Medical Affairs Forces with respect to Promoting the Product and (ii) submit all such proposed materials that are intended to be used by the Cubist Sales Medical Affairs Force to the Joint Clearance Committee for review and approval prior to their use. Optimer agrees to submit materials that are intended to be used exclusively by the Optimer Sales Medical Affairs Force to the Joint Clearance Committee for comment as provided in Section 5.3.1. Optimer shall be solely liable and responsible for the content of such materials and for ensuring that such materials comply with Optimer Business Policies. (b) Cubist may, but is not required to, at its sole expense, create, develop, produce or obtain, and provide materials to be used to train the Sales Medical Affairs Forces with respect to Promoting the Product; provided, that Cubist shall submit all such proposed materials to the Joint Clearance Committee for review and all such proposed materials must be approved by the Joint Clearance Committee prior to their use by any of the Sales Medical Affairs Forces. Cubist shall be solely liable and responsible for the content of such materials (excluding any Optimer Trademark) and for ensuring that such materials comply with Cubist Business Policies. (c) Any materials described in Section 3.6.2(a) 4.4.2 or Section 3.6.2(b4.5.2(b) that are approved by the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Sales Medical Affairs Training Materials.” Each Party may use any of the Sales Medical Affairs Training Materials in connection with training its Sales Force conducting the Medical Affairs Program activities under this AgreementSection 4, provided such use is in compliance with the terms of this Agreement and the Sales Medical Affairs Training Plan or is otherwise *Confidential Treatment Requested. Omitted portions filed with the Commission. approved by the Joint Clearance Committee. If Optimer elects to use any Sales Medical Affairs Training Material created by Cubist under Section 3.6.2(b4.5.2(b), Optimer shall reimburse Cubist for its reasonable, documented, out-of-pocket cost of producing or obtaining and providing such Sales Medical Affairs Training Material for the Optimer Sales Medical Affairs Force. Except as provided in Section 5.3.1, the Parties shall not use any materials in training the Sales Medical Affairs Forces with respect to Promoting the Product other than the Sales Medical Affairs Training Materials approved by the Joint Clearance Committee. (d) Optimer shall own all copyright and other right, title and interest in and to all Sales Medical Affairs Training Materials, and Cubist hereby assigns to Optimer any and all interest that Cubist may have in the Sales Medical Affairs Training Materials; provided, that Optimer hereby grants to Cubist a non-exclusive, royalty-free license under all copyrights that cover the Sales Medical Affairs Training Materials Materials, solely for the purpose of copying, displaying and distributing such Sales Medical Affairs Training Materials to the extent permitted under this Agreement. This license shall automatically and immediately terminate upon the expiration or earlier termination of this Agreement for any reason and shall be non-transferable and non-sublicensable.

Training Materials. (a) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to be used to train the Sales Medical Affairs Forces with respect to Promoting the Product and (ii) submit all such proposed materials that are intended to be used by the Cubist Sales Medical Affairs Force to the Joint Clearance Committee for review and approval prior to their use. Optimer agrees to submit materials that are intended to be used exclusively by the Optimer Sales Medical Affairs Force to the Joint Clearance Committee for comment as provided in Section 5.3.1. Optimer shall be solely liable and responsible for the content of such materials and for ensuring that such materials comply with Optimer Business Policies. (b) Cubist may, but is not required to, at its sole expense, create, develop, produce or obtain, and provide materials to be used to train the Sales Medical Affairs Forces with respect to Promoting the Product; provided, that Cubist shall submit all such proposed materials to the Joint Clearance Committee for review and all such proposed materials must be approved by the Joint Clearance Committee prior to their use by any of the Sales Medical Affairs Forces. Cubist shall be solely liable and responsible for the content of such materials (excluding any Optimer Trademark) and for ensuring that such materials comply with Cubist Business Policies. *Confidential Treatment Requested. Omitted portions filed with the Commission. (c) Any materials described in Section 3.6.2(a) 4.4.2 or Section 3.6.2(b4.5.2(b) that are approved by the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Sales Medical Affairs Training Materials.” Each Party may use any of the Sales Medical Affairs Training Materials in connection with training its Sales Force conducting the Medical Affairs Program activities under this AgreementSection 4, provided such use is in compliance with the terms of this Agreement and the Sales Medical Affairs Training Plan or is otherwise *Confidential Treatment Requested. Omitted portions filed with the Commission. approved by the Joint Clearance Committee. If Optimer elects to use any Sales Medical Affairs Training Material created by Cubist under Section 3.6.2(b4.5.2(b), Optimer shall reimburse Cubist for its reasonable, documented, out-of-pocket cost of producing or obtaining and providing such Sales Medical Affairs Training Material for the Optimer Sales Medical Affairs Force. Except as provided in Section 5.3.1, the Parties shall not use any materials in training the Sales Medical Affairs Forces with respect to Promoting the Product other than the Sales Medical Affairs Training Materials approved by the Joint Clearance Committee. (d) Optimer shall own all copyright and other right, title and interest in and to all Sales Medical Affairs Training Materials, and Cubist hereby assigns to Optimer any and all interest that Cubist may have in the Sales Medical Affairs Training Materials; provided, that Optimer hereby grants to Cubist a non-exclusive, royalty-free license under all copyrights that cover the Sales Medical Affairs Training Materials Materials, solely for the purpose of copying, displaying and distributing such Sales Medical Affairs Training Materials to the extent permitted under this Agreement. This license shall automatically and immediately terminate upon the expiration or earlier termination of this Agreement for any reason and shall be non-transferable and non-sublicensable.