Common use of Call Plan Clause in Contracts

Call Plan. Subject to the provisions of Article III of Schedule 5 of this Agreement, Impax shall cause the Sales Force to perform at least XXXXX Primary Detail Equivalents (“PDEs”) during each Services Year. To the extent Impax elects to extend the Services Term beyond the scheduled expiration of the third Services Year to June 30, 2009 (the “Extension Period”), Impax shall cause the Sales Force to perform a prorated number of PDEs for the Extension Period. One Primary Position Detail shall count as a single PDE, and XXXXX Secondary Position Details shall also count as a single PDE. The neurologists and any other physicians who shall comprise the Call Plan Physicians shall be determined in the manner set forth in the following paragraph. The Party(ies) with the right to determine the designations of the Call Plan Physicians in the following paragraph shall also have the right to amend such designations from time to time. Shire shall identify, in its sole discretion, epilepsy-focused physicians (each, an “Epilepsy Physician”) to be included as Call Plan Physicians. Impax shall identify, in its sole discretion, ▇▇▇▇▇▇▇▇▇’▇ Disease-focused physicians (each, a “PD Physician”) to be included as Call Plan Physicians. Call Plan Physicians who are both Epilepsy Physicians and PD Physicians shall instead be considered “Dual-Focused Physicians”. Impax may carry out (a) only Primary Position Details with respect to Epilepsy Physicians, (b) only Secondary Position Details with respect to PD Physicians, and (c) either Primary Position Details or Secondary Position Details with respect to Dual-Focused Physicians. The Parties shall determine the Call List in accordance with the preceding paragraph within 30 days of execution of this Agreement. Impax shall provide the following Services at its sole expense: • Recruit the Sales Force and, subject to Section 3.1 of this Agreement, arrange for the Sales Force to be trained by Shire with respect to conducting Calls for the Shire Product. • Develop relevant implementation and monitoring procedures as required under this Agreement and for the conduct of Call Plan activities. • Establish and maintain Call activity reporting in accordance with the terms of this Agreement. • Deploy at least sixty-six (66) full time employees (“FTEs”) as Sales Force members dedicating their full business time to undertake Call Plan activities. • Deploy a reasonable number of dedicated regional coordinators (but in any event each coordinator shall not supervise more than eleven (11) Sales Force members) and a dedicated Project Director to oversee and manage the Sales Force and its Call Plan activities, it being understood that Impax will employ a National Sales Director who shall be responsible for the management of both the Impax Product and Shire Product. The personnel reference in the preceding clause shall not be counted as FTEs. • Replace Sales Force members, regional coordinators, the Project Manager or the Project Director as and when necessary. • Arrange for the Sales Force (or new Sales Force recruits) to be receive further training by Shire as provided under the terms of this Agreement. • Provide storage for samples of Shire Product as necessary, and audits of samples of Shire Product as requested by Shire from time to time. • Provide all necessary Sales Force equipment including handhelds, and laptop computers as reasonably necessary for the conduct of the Services. • Reimbursement of all Sales Force business expenses, such as meals, travel and entertainment, consistent with the policies of Impax or CSO.

Call Plan. Subject to the provisions of Article III of Schedule 5 of this Agreement, Impax shall cause the Sales Force to perform at least XXXXX 46,200 Primary Detail Equivalents (“PDEs”) during each Services Year. To the extent Impax elects to extend the Services Term beyond the scheduled expiration of the third Services Year to June 30, 2009 (the “Extension Period”), Impax shall cause the Sales Force to perform a prorated number of PDEs for the Extension Period. One Primary Position Detail shall count as a single PDE, and XXXXX two and one-half Secondary Position Details shall also count as a single PDE. The neurologists and any other physicians who shall comprise the Call Plan Physicians shall be determined in the manner set forth in the following paragraph. The Party(ies) with the right to determine the designations of the Call Plan Physicians in the following paragraph shall also have the right to amend such designations from time to time. Shire shall identify, in its sole discretion, epilepsy-focused physicians (each, an “Epilepsy Physician”) to be included as Call Plan Physicians. Impax shall identify, in its sole discretion, ▇▇▇▇▇▇▇▇▇’▇ Disease-focused physicians (each, a “PD Physician”) to be included as Call Plan Physicians. Call Plan Physicians who are both Epilepsy Physicians and PD Physicians shall instead be considered “Dual-Focused Physicians”. Impax may carry out (a) only Primary Position Details with respect to Epilepsy Physicians, (b) only Secondary Position Details with respect to PD Physicians, and (c) either Primary Position Details or Secondary Position Details with respect to Dual-Focused Physicians. The Parties shall determine the Call List in accordance with the preceding paragraph within 30 days of execution of this Agreement. Impax shall provide the following Services at its sole expense: • Recruit the Sales Force and, subject to Section 3.1 of this Agreement, arrange for the Sales Force to be trained by Shire with respect to conducting Calls for the Shire Product. • Develop relevant implementation and monitoring procedures as required under this Agreement and for the conduct of Call Plan activities. • Establish and maintain Call activity reporting in accordance with the terms of this Agreement. • Deploy at least sixty-six (66) full time employees (“FTEs”) as Sales Force members dedicating their full business time to undertake Call Plan activities. • Deploy a reasonable number of dedicated regional coordinators (but in any event each coordinator shall not supervise more than eleven (11) Sales Force members) and a dedicated Project Director to oversee and manage the Sales Force and its Call Plan activities, it being understood that Impax will employ a National Sales Director who shall be responsible for the management of both the Impax Product and Shire Product. The personnel reference in the preceding clause shall not be counted as FTEs. • Replace Sales Force members, regional coordinators, the Project Manager or the Project Director as and when necessary. • Arrange for the Sales Force (or new Sales Force recruits) to be receive further training by Shire as provided under the terms of this Agreement. • Provide storage for samples of Shire Product as necessary, and audits of samples of Shire Product as requested by Shire from time to time. • Provide all necessary Sales Force equipment including handhelds, and laptop computers as reasonably necessary for the conduct of the Services. • Reimbursement of all Sales Force business expenses, such as meals, travel and entertainment, consistent with the policies of Impax or CSO.