Common use of Customer-Facing Activities Clause in Contracts

Customer-Facing Activities. (a) PTI and Biogen Idec acknowledge and agree that the overall objective of Customer-Facing Activities (as defined below) relating to Licensed Products in the United States is to reach the optimal customer audience that will maximize the brand value within each Indication that is subject to a Regulatory Approval, with a reasonable return on investment. Biogen Idec will prepare, in consultation with PTI and the JCC, the Customer-Facing Activities Plan (as defined below) for the United States, which will include strategies for all Customer-Facing Activities, including, but not limited to (i) sales force, medical affairs, reimbursement and account management activities, and the number of Customer-Facing FTEs (as defined below) of each Party to be allocated thereto, and (ii) the size, structure, incentive compensation, training, deployment and customer targets of the Customer-Facing FTEs. (b) The JCC will review and approve the Customer-Facing Activities Plan for each Indication in the United States. For avoidance of doubt, [***] will have final decision-making rights regarding the content, development and execution of the Customer-Facing Activities Plan, including, but not limited to, the following aspects of the Customer-Facing Activities Plan: i) The commercial model and footprint in the United States including, but not limited to, the appointment and management of distribution channels; ii) The development and deployment of patient services activities, if applicable; iii) Determination of the number of PTI Customer-Facing FTEs by each function, including medical affairs, sales, and any other function defined in the Customer-Facing Activities Plan; iv) The development, modifications, and roll out of training materials to be used for the training of the Parties’ Customer-Facing FTEs; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. v) Establishment of parameters for performance (sales goals, incentive compensation, KOL engagement, etc.), operational metrics (number of calls and targets, % of plans reimbursing the product, etc. ) and measurement of business goals; and vi) All relations and communications with patients and others inquiring about clinical studies or clinical uses of the Licensed Product after the effective date of the Commercialization Activities Agreement in accordance with a protocol to be mutually agreed upon by the Parties. (c) Biogen Idec will be responsible for managing the Customer-Facing Activities Plan. Biogen Idec and PTI will be responsible for executing the Customer-Facing Activities Plan. Biogen Idec will update the JCC periodically on the execution and performance of each Party’s Customer-Facing FTEs using the agreed upon metrics as defined in the Customer-Facing Activities Plan. (d) Biogen Idec will annually review for the JCC whether all of the Customer-Facing FTEs of each Party are properly trained with respect to the Licensed Product, the Indication(s) that are subject to a Regulatory Approval, and compliance with applicable laws. In addition: i. Biogen Idec will determine the number of Customer-Facing FTEs by function as well as the number of Supervisory FTEs by the time of the first filing for Regulatory Approval in the US; ii. PTI will have the opportunity to provide up to [***] of all Customer-Facing FTEs (“PTI Customer-Facing FTEs”) unless a higher number is requested by PTI and agreed to by Biogen Idec; iii. Biogen Idec will have the right to reasonably determine the qualifications of PTI Customer-Facing FTEs which shall be similar to the qualifications of Biogen Idec Customer-Facing FTEs who are assigned to the same or similar tasks ; iv. PTI will be responsible for hiring PTI Customer-Facing FTEs and PTI Supervisory FTEs; v. PTI Customer-Facing FTEs will report into PTI Supervisory FTEs; vi. Biogen Idec will have sole control and authority over the training of all PTI Customer-Facing FTEs; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. vii. Biogen Idec will have sole control and authority over the establishment of standards of performance for all PTI Customer-Facing FTEs s, which will be the same standards of performance as for Biogen Idec Customer-Facing FTEs, and PTI Customer-Facing FTEs will adhere to all such standards of performance and will be subject to the same disciplinary actions, up to and including termination, as if they were Biogen Idec Customer-Facing FTEs

Customer-Facing Activities. (a) PTI and Biogen Idec acknowledge and agree that the overall objective of Customer-Facing Activities (as defined below) relating to Licensed Products in the United States is to reach the optimal customer audience that will maximize the brand value within each Indication that is subject to a Regulatory Approval, with a reasonable return on investment. Biogen Idec will prepare, in consultation with PTI and the JCC, the Customer-Facing Activities Plan (as defined below) for the United States, which will include strategies for all Customer-Facing Activities, including, but not limited to (i) sales force, medical affairs, reimbursement and account management activities, and the number of Customer-Facing FTEs (as defined below) of each Party to be allocated thereto, and (ii) the size, structure, incentive compensation, training, deployment and customer targets of the Customer-Facing FTEs. (b) The JCC will review and approve the Customer-Facing Activities Plan for each Indication in the United States. For avoidance of doubt, [***] will have final decision-making rights regarding the content, development and execution of the Customer-Facing Activities Plan, including, but not limited to, the following aspects of the Customer-Facing Activities Plan: i) The commercial model and footprint in the United States including, but not limited to, the appointment and management of distribution channels; ii) The development and deployment of patient services activities, if applicable; iii) Determination of the number of PTI Customer-Facing FTEs by each function, including medical affairs, sales, and any other function defined in the Customer-Facing Activities Plan; iv) The development, modifications, and roll out of training materials to be used for the training of the Parties’ Customer-Facing FTEs; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.. Execution Version v) Establishment of parameters for performance (sales goals, incentive compensation, KOL engagement, etc.), operational metrics (number of calls and targets, % of plans reimbursing the product, etc. ) and measurement of business goals; and vi) All relations and communications with patients and others inquiring about clinical studies or clinical uses of the Licensed Product after the effective date of the Commercialization Activities Agreement in accordance with a protocol to be mutually agreed upon by the Parties. (c) Biogen Idec will be responsible for managing the Customer-Facing Activities Plan. Biogen Idec and PTI will be responsible for executing the Customer-Facing Activities Plan. Biogen Idec will update the JCC periodically on the execution and performance of each Party’s Customer-Facing FTEs using the agreed upon metrics as defined in the Customer-Facing Activities Plan. (d) Biogen Idec will annually review for the JCC whether all of the Customer-Facing FTEs of each Party are properly trained with respect to the Licensed Product, the Indication(s) that are subject to a Regulatory Approval, and compliance with applicable laws. In addition: i. Biogen Idec will determine the number of Customer-Facing FTEs by function as well as the number of Supervisory FTEs by the time of the first filing for Regulatory Approval in the US; ii. PTI will have the opportunity to provide up to [***] of all Customer-Facing FTEs (“PTI Customer-Facing FTEs”) unless a higher number is requested by PTI and agreed to by Biogen Idec; iii. Biogen Idec will have the right to reasonably determine the qualifications of PTI Customer-Facing FTEs which shall be similar to the qualifications of Biogen Idec Customer-Facing FTEs who are assigned to the same or similar tasks ; iv. PTI will be responsible for hiring PTI Customer-Facing FTEs and PTI Supervisory FTEs; v. PTI Customer-Facing FTEs will report into PTI Supervisory FTEs; vi. Biogen Idec will have sole control and authority over the training of all PTI Customer-Facing FTEs; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.. Execution Version vii. Biogen Idec will have sole control and authority over the establishment of standards of performance for all PTI Customer-Facing FTEs s, which will be the same standards of performance as for Biogen Idec Customer-Facing FTEs, and PTI Customer-Facing FTEs will adhere to all such standards of performance and will be subject to the same disciplinary actions, up to and including termination, as if they were Biogen Idec Customer-Facing FTEs