Common use of Initial Launch Readiness Meeting Clause in Contracts

Initial Launch Readiness Meeting. The JMC shall meet at least [***] months prior to the Anticipated Launch Date (the “Initial Launch Readiness Meeting”), during which meeting each Party shall present to the JMC the number of Sales Representatives it has hired and that are ready for training for such launch. Unless the Parties agree to an alternative commercial ramp up strategy, in the event either Party (the “Initial Shortfall Party”) has not hired [***] percent ([***]%) or more of its Committed Sales Force by such Initial Launch Readiness Meeting (such difference between the Sales Representatives then hired by such Party and its Committed Sales Force, the “Sales Force Shortfall”), the other Party (the “Supplementing Party”) shall have the right (but not the obligation) to supplement for such Sales Force Shortfall by providing (x) its Sales Representatives up to the number of such Sales Force Shortfall and (y) PDEs in an amount up to (1) the number of Required PDEs assigned to the Initial Shortfall Party, multiplied by (2) the percentage of the Sales Force Shortfall (the “Replaced PDEs”), for the launch and the Commercialization of such Product in such Commercialization Territory. In such event, the Supplementing Party shall have the right to provide such Sales Representatives and Replaced PDEs for a period of time determined by the Supplementing Party, but which period shall not be more than [***] years after launch unless the Parties mutually otherwise agree (the “Shortfall Period”), and the Initial Shortfall Party’s Required PDEs shall be reduced by the number of Replaced PDEs. From and after the end of the Shortfall Period, (a) the Supplementing Party shall cease to provide the Sales Representatives and Replaced PDEs to supplement the Sales Force Shortfall and (b) the Initial Shortfall Party shall be obligated to (i) provide sufficient Sales Representatives to meet its total Committed Sales Force and Required PDEs as previously required by the Commercialization Plan and prior to downward adjustment as provided in the prior sentence, and (ii) promptly reimburse the Supplementing Party for all reasonable and direct costs incurred by the Supplementing Party and its Affiliates in connection with the reduction of its Sales Force resources provided to supplement the Sales Force Shortfall during the Shortfall Period; provided that the Supplementing Party shall use commercially reasonable efforts to minimize any such costs. Any reimbursement of costs by the Initial Shortfall Party to the Supplementing Party shall not reduce Net Sales and shall not be included as Sales and Marketing Costs or Commercialization Costs. However, (1) the PDE Costs incurred by the Supplementing Party during the Shortfall Period for the Replaced PDEs shall be included in Sales and Marketing Costs; and (2) the costs incurred by the Initial Shortfall Party in performing PDEs in excess of its Required PDEs, as reduced by the Replaced PDEs, shall not be Sales and Marketing Costs or Commercialization Costs.

Initial Launch Readiness Meeting. The JMC shall meet at least [***] months prior to the Anticipated Launch Date (the ““ Initial Launch Readiness MeetingMeeting ”), during which meeting each Party shall present to the JMC the number of Sales Representatives it has hired and that are ready for training for such launch. Unless the Parties agree to an alternative commercial ramp up strategy, in the event either Party (the ““ Initial Shortfall PartyParty ”) has not hired [***] percent ([***]%) or more of its Committed Sales Force by such Initial Launch Readiness Meeting (such difference between the Sales Representatives then hired by such Party and its Committed Sales Force, the ““ Sales Force ShortfallShortfall ”), the other Party (the ““ Supplementing PartyParty ”) shall have the right (but not the obligation) to supplement for such Sales Force Shortfall by providing (x) its Sales Representatives up to the number of such Sales Force Shortfall and (y) PDEs in an amount up to (1) the number of Required PDEs assigned to the Initial Shortfall Party, multiplied by (2) the percentage of the Sales Force Shortfall (the ““ Replaced PDEsPDEs ”), for the launch and the Commercialization of such Product in such Commercialization Territory. In such event, the Supplementing Party shall have the right to provide such Sales Representatives and Replaced PDEs for a period of time determined by the Supplementing Party, but which period shall not be more than [***] years after launch unless the Parties mutually otherwise agree (the ““ Shortfall PeriodPeriod ”), and the Initial Shortfall Party’s Required PDEs shall be reduced by the number of Replaced PDEs. From and after the end of the Shortfall Period, (a) the Supplementing Party shall cease to provide the Sales Representatives and Replaced PDEs to supplement the Sales Force Shortfall and (b) the Initial Shortfall Party shall be obligated to (i) provide sufficient Sales Representatives to meet its total Committed Sales Force and Required PDEs as previously required by the Commercialization Plan and prior to downward adjustment as provided in the prior sentence, and (ii) promptly reimburse the Supplementing Party for all reasonable and direct costs incurred by the Supplementing Party and its Affiliates in connection with the reduction of its Sales Force resources provided to supplement the Sales Force Shortfall during the Shortfall Period; provided that the Supplementing Party shall use commercially reasonable efforts to minimize any such costs. Any reimbursement of costs by the Initial Shortfall Party to the Supplementing Party shall not reduce Net Sales and shall not be included as Sales and Marketing Costs or Commercialization Costs. However, (1) the PDE Costs incurred by the Supplementing Party during the Shortfall Period for the Replaced PDEs shall be included in Sales and Marketing Costs; and (2) the costs incurred by the Initial Shortfall Party in performing PDEs in excess of its Required PDEs, as reduced by the Replaced PDEs, shall not be Sales and Marketing Costs or Commercialization Costs. 101 Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***].