Common use of Promotional Materials Clause in Contracts

Promotional Materials. Service Provider will implement procedures designed to ensure that it, and all advertising, promotional, sales support, or client service materials that it creates for any purpose (“Promotional Materials”), if any, comply with VGI’s corporate intellectual property policies (the “IP Policies”). Service Provider shall, when using, distributing, or publishing any Promotional Materials, ensure that such Promotional Materials comply with the IP Policies. VGI shall ensure that the IP Policies, including any related guidelines, are provided to Service Provider in a manner that Service Provider can access and utilize it. Service Provider shall not be required to provide such Promotional Materials to VGI for review and approval prior to Service Provider’s use, distribution, or publication thereof, unless the Parties hereby agree otherwise or unless, in the opinion of VGI’s counsel, VGI’s intellectual property rights or other rights are in jeopardy or are or would otherwise be adversely affected, in which case Service Provider shall provide such Promotional Materials to VGI for review prior to use as requested by VGI and shall not use, distribute, or publish such Promotional Materials until approved by VGI. Such prior review and approval by VGI shall continue only for so long as necessary to ensure the protection or preservation of VGI’s rights, unless the parties agree otherwise. When conducting such prior review, VGI shall review and provide its comments on such Promotional Materials to Service Provider within three Business Days of receipt thereof from Service Provider, and Service Provider may consider as approved any Promotional Materials with regard to which VGI has not provided its comments, or requested additional time to review, within such three Business Day period. Service Provider agrees to comply with any modifications or changes to Promotional Materials requested by VGI upon VGI’s review of Promotional Materials. Should VGI modify the IP Policies, it shall promptly provide notice and a copy of such modified IP Policies to Service Provider.

Promotional Materials. Service Provider will implement procedures designed (a) Licensee shall be responsible, at its expense, for preparing and producing the then current Promotional Materials. Up to ensure two (2) times per year Licensee shall make its core Promotional Materials available to the JSC (or VIVUS in the absence of a JSC) for its review. The Promotional Materials used by Licensee or its Affiliates or sublicensees in a particular market in the Licensee Territory shall be consistent with the Regulatory Approval in the Licensee Territory and shall in any event comply in all material respects with Applicable Law. Licensee shall use and distribute the Promotional Materials in accordance with the terms of this Agreement. To the extent that itVIVUS disagrees with Promotional message or tactics proposed by Licensee for Product in the Licensee Territory, and all advertisingit may raise such issues with the JSC (or VIVUS in the absence of a JSC) for discussion. Licensee shall be solely responsible for timely submitting, promotionalas applicable, sales support, or client service materials that it creates for any purpose Promotional Materials to the FDA’s Office of Prescription Drug Promotion (“Promotional MaterialsOPDP”), if any, comply with VGI’s corporate intellectual property policies or to any equivalent Regulatory Authority elsewhere in the Licensee Territory (the “IP Policies”including to any applicable state governmental authorities therein). Service Provider shallPromptly following the Effective Date, when usingVIVUS will take such actions necessary to confirm with OPDP that Licensee is responsible for such submissions on behalf of VIVUS. (b) Licensee shall not use or distribute in connection with Promotion of the Product any materials bearing VIVUS’ name or trademarks without VIVUS’ prior written approval. (c) All Promotional Materials used or intended for use in the United States shall include MTPC’s name in a form that references MTPC as the licensor, distributing, or publishing any Promotional Materials, ensure that to the extent permitted by Applicable Law and is customary for such materials in the United States. Licensee shall directly provide MTPC with copies of all such Promotional Materials comply with used or intended for use in the IP Policies. VGI shall ensure that the IP Policies, including any related guidelines, are provided to Service Provider in a manner that Service Provider can access and utilize it. Service Provider shall not be required to provide United States as soon as reasonably practicable after such Promotional Materials to VGI are first used. For all other countries (except for review and approval prior to Service Provider’s use, distribution, or publication thereof, unless the Parties hereby agree otherwise or unless, United States) in the opinion of VGILicensee Territory, Licensee shall, on a country-by-country basis, first request and obtain written confirmation from VIVUS as to whether (and how) the Promotional Materials used or intended for use in each such country shall include MTPC’s counselname, VGI’s intellectual property rights or other rights are in jeopardy or are or would otherwise be adversely affected, in which case Service Provider shall provide before using any such Promotional Materials to VGI for review prior to use as requested by VGI and shall not use, distribute, or publish in such Promotional Materials until approved by VGI. Such prior review and approval by VGI shall continue only for so long as necessary to ensure the protection or preservation of VGI’s rights, unless the parties agree otherwise. When conducting such prior review, VGI shall review and provide its comments on such Promotional Materials to Service Provider within three Business Days of receipt thereof from Service Provider, and Service Provider may consider as approved any Promotional Materials with regard to which VGI has not provided its comments, or requested additional time to review, within such three Business Day period. Service Provider agrees to comply with any modifications or changes to Promotional Materials requested by VGI upon VGI’s review of Promotional Materials. Should VGI modify the IP Policies, it shall promptly provide notice and a copy of such modified IP Policies to Service Providercountry.