Training Materials. BMS will determine the content of the Product-specific training materials to be used for the Initial Training Session. Promptly after the Execution Date, BMS will provide to ▇▇▇▇▇ reasonable quantities of training materials from its existing supplies to enable ▇▇▇▇▇ to provide the initial training of its Sales Force Personnel and ▇▇▇▇▇ will reimburse BMS for its out-of-pocket costs incurred to prepare and provide same. Where available to BMS, BMS shall supply ▇▇▇▇▇ with an electronic version of the initial training materials (subject to any obligations BMS may have to any Third Party that may have prepared the materials), so that ▇▇▇▇▇ may use and reproduce the materials, as needed, in accordance with the terms of this Agreement. BMS shall use its commercially reasonable efforts, at its sole expense, to obtain access to an electronic version of the initial training materials for Galen's use pursuant to this Section 7.3 from any Third Party that prepared the materials. The JEC may review the Product-related training materials from time to time and make recommendations for any revisions and updates thereto as the JEC may deem appropriate. Any Product-specific training materials developed by ▇▇▇▇▇ must be submitted to BMS for review and approval prior to any use by ▇▇▇▇▇ and may be used by BMS or ▇▇▇ for the promotion of the Product. BMS shall inform ▇▇▇▇▇ of its approval or rejection of such materials within forty-five (45) days of their receipt by BMS. Such approval by BMS shall be deemed granted, however, in the absence of notice to the contrary by BMS within the forty-five (45) days following receipt of such materials by BMS. All Product-specific training materials may only be used by ▇▇▇▇▇ for training in connection with the Product and may not be used, copied or adapted for any other product or purpose. BMS shall grant to ▇▇▇▇▇ a limited, nonexclusive license under any copyrights controlled by BMS with respect to any training materials provided by BMS solely to use, copy and adapt the training materials for the above purpose, and ▇▇▇▇▇ covenants to use the license solely for the above purpose.
Appears in 1 contract
Training Materials. BMS will determine the content of the Product-specific training materials to be used for the Initial Training Session. Promptly after the Execution Date, BMS will provide to ▇▇▇▇▇ reasonable quantities of training materials from its existing supplies to enable ▇▇▇▇▇ to provide the initial training of its Sales Force Personnel and ▇▇▇▇▇ will reimburse BMS for its out-of-pocket costs incurred to prepare and provide same. Where available to BMS, BMS shall supply ▇▇▇▇▇ with an electronic version of the initial training materials (subject to any obligations BMS may have to any Third Party that may have prepared the materials), so that ▇▇▇▇▇ may use and reproduce the materials, as needed, in accordance with the terms of this Agreement. BMS shall use its commercially reasonable effortsa) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to obtain access be used to an electronic version of train the initial training Medical Affairs Forces with respect to Product and (ii) submit all such proposed materials for Galen's use pursuant that are intended to this Section 7.3 from any Third Party that prepared be used by the materials. The JEC may review Cubist Medical Affairs Force to the Product-related training materials from time to time and make recommendations for any revisions and updates thereto as the JEC may deem appropriate. Any Product-specific training materials developed by ▇▇▇▇▇ must be submitted to BMS Joint Clearance Committee for review and approval prior to any use by ▇▇▇▇▇ and may their use. Optimer agrees to submit materials that are intended to be used exclusively by BMS or ▇▇▇ the Optimer 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 promotion of the Product. BMS shall inform ▇▇▇▇▇ of its approval or rejection content of such materials within forty-five and for ensuring that such materials comply with Optimer Business Policies.
(45b) days of 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 Medical Affairs Forces with respect to 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 receipt use by BMSthe Medical Affairs Forces. Such approval by BMS Cubist shall be deemed granted, however, in solely liable and responsible for the absence of notice to the contrary by BMS within the forty-five (45) days following receipt 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 4.4.2 or Section 4.5.2(b) that are approved by BMS. All Product-specific training materials the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Medical Affairs Training Materials.” Each Party may only be used by ▇▇▇▇▇ for training use any of the Medical Affairs Training Materials in connection with conducting the Product Medical Affairs Program activities under this Section 4, provided such use is in compliance with the terms of this Agreement and may the Medical Affairs Training Plan or is otherwise approved by the Joint Clearance Committee. If Optimer elects to use any Medical Affairs Training Material created by Cubist under Section 4.5.2(b), Optimer shall reimburse Cubist for its reasonable, documented, out-of-pocket cost of producing or obtaining and providing such Medical Affairs Training Material for the Optimer Medical Affairs Force. Except as provided in Section 5.3.1, the Parties shall not be used, copied or adapted for use any other product or purpose. BMS shall grant to ▇▇▇▇▇ a limited, nonexclusive license under any copyrights controlled by BMS materials in training the Medical Affairs Forces with respect to any training materials provided Promoting the Product other than the Medical Affairs Training Materials approved by BMS solely the Joint Clearance Committee.
(d) Optimer shall own all copyright and other right, title and interest in and to use, copy and adapt the training materials for the above purposeall Medical Affairs Training Materials, and ▇▇▇▇▇ covenants Cubist hereby assigns to use Optimer any and all interest that Cubist may have in the Medical Affairs Training Materials; provided, that Optimer hereby grants to Cubist a non-exclusive, royalty-free license under all copyrights that cover the Medical Affairs Training Materials, solely for the above purposepurpose of copying, displaying and distributing such 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.
Appears in 1 contract
Sources: Co Promotion Agreement (Cubist Pharmaceuticals Inc)
Training Materials. BMS will determine the content of the Product-specific training materials to be used for the Initial Training Session. Promptly after the Execution Date, BMS will provide to ▇▇▇▇▇ reasonable quantities of training materials from its existing supplies to enable ▇▇▇▇▇ to provide the initial training of its Sales Force Personnel and ▇▇▇▇▇ will reimburse BMS for its out-of-pocket costs incurred to prepare and provide same. Where available to BMS, BMS shall supply ▇▇▇▇▇ with an electronic version of the initial training materials (subject to any obligations BMS may have to any Third Party that may have prepared the materials), so that ▇▇▇▇▇ may use and reproduce the materials, as needed, in accordance with the terms of this Agreement. BMS shall use its commercially reasonable effortsa) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to obtain access be used to an electronic version of train the initial training Sales Forces with respect to Promoting the Product and (ii) submit all such proposed materials for Galen's use pursuant that are intended to this Section 7.3 from any Third Party that prepared be used by the materials. The JEC may review Cubist Sales Force to the Product-related training materials from time to time and make recommendations for any revisions and updates thereto as the JEC may deem appropriate. Any Product-specific training materials developed by ▇▇▇▇▇ must be submitted to BMS Joint Clearance Committee for review and approval prior to any use by ▇▇▇▇▇ and may their use. Optimer agrees to submit materials that are intended to be used exclusively by BMS or ▇▇▇ 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 promotion of the Product. BMS shall inform ▇▇▇▇▇ of its approval or rejection content of such materials within forty-five and for ensuring that such materials comply with Optimer Business Policies.
(45b) days 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 their receipt by BMSthe Sales Forces. Such approval by BMS Cubist shall be deemed granted, however, in solely liable and responsible for the absence of notice to the contrary by BMS within the forty-five (45) days following receipt 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 BMS. All Product-specific training materials the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Sales Training Materials.” Each Party may only be used by ▇▇▇▇▇ for training 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 Product terms of this Agreement and may the Sales Training Plan or is otherwise 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 be used, copied or adapted for use any other product or purpose. BMS shall grant to ▇▇▇▇▇ a limited, nonexclusive license under any copyrights controlled by BMS materials in training the Sales Forces with respect to any training materials provided Promoting the Product other than the Sales Training Materials approved by BMS solely the Joint Clearance Committee.
(d) Optimer shall own all copyright and other right, title and interest in and to use, copy and adapt the training materials for the above purposeall Sales Training Materials, and ▇▇▇▇▇ covenants Cubist hereby assigns to use 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 above purposepurpose 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.
Appears in 1 contract
Sources: Co Promotion Agreement (Optimer Pharmaceuticals Inc)
Training Materials. BMS will determine the content of the Product-specific training materials to be used for the Initial Training Session. Promptly after the Execution Date, BMS will provide to ▇▇▇▇▇ reasonable quantities of training materials from its existing supplies to enable ▇▇▇▇▇ to provide the initial training of its Sales Force Personnel and ▇▇▇▇▇ will reimburse BMS for its out-of-pocket costs incurred to prepare and provide same. Where available to BMS, BMS shall supply ▇▇▇▇▇ with an electronic version of the initial training materials (subject to any obligations BMS may have to any Third Party that may have prepared the materials), so that ▇▇▇▇▇ may use and reproduce the materials, as needed, in accordance with the terms of this Agreement. BMS shall use its commercially reasonable effortsa) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to obtain access be used to an electronic version of train the initial training Sales Forces with respect to Promoting the Product and (ii) submit all such proposed materials for Galen's use pursuant that are intended to this Section 7.3 from any Third Party that prepared be used by the materials. The JEC may review Cubist Sales Force to the Product-related training materials from time to time and make recommendations for any revisions and updates thereto as the JEC may deem appropriate. Any Product-specific training materials developed by ▇▇▇▇▇ must be submitted to BMS Joint Clearance Committee for review and approval prior to any use by ▇▇▇▇▇ and may their use. Optimer agrees to submit materials that are intended to be used exclusively by BMS or ▇▇▇ 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 promotion of the Product. BMS shall inform ▇▇▇▇▇ of its approval or rejection content of such materials within forty-five and for ensuring that such materials comply with Optimer Business Policies.
(45b) days 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 their receipt by BMSthe Sales Forces. Such approval by BMS Cubist shall be deemed granted, however, in solely liable and responsible for the absence of notice to the contrary by BMS within the forty-five (45) days following receipt 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 BMS. All Product-specific training materials the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Sales Training Materials.” Each Party may only be used by ▇▇▇▇▇ for training 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 Product terms of this Agreement and may 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 be used, copied or adapted for use any other product or purpose. BMS shall grant to ▇▇▇▇▇ a limited, nonexclusive license under any copyrights controlled by BMS materials in training the Sales Forces with respect to any training materials provided Promoting the Product other than the Sales Training Materials approved by BMS solely the Joint Clearance Committee.
(d) Optimer shall own all copyright and other right, title and interest in and to use, copy and adapt the training materials for the above purposeall Sales Training Materials, and ▇▇▇▇▇ covenants Cubist hereby assigns to use 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 above purposepurpose 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.
Appears in 1 contract
Sources: Co Promotion Agreement (Cubist Pharmaceuticals Inc)
Training Materials. BMS will determine the content of the Product-specific training materials to be used for the Initial Training Session. Promptly after the Execution Date, BMS will provide to ▇▇▇▇▇ reasonable quantities of training materials from its existing supplies to enable ▇▇▇▇▇ to provide the initial training of its Sales Force Personnel and ▇▇▇▇▇ will reimburse BMS for its out-of-pocket costs incurred to prepare and provide same. Where available to BMS, BMS shall supply ▇▇▇▇▇ with an electronic version of the initial training materials (subject to any obligations BMS may have to any Third Party that may have prepared the materials), so that ▇▇▇▇▇ may use and reproduce the materials, as needed, in accordance with the terms of this Agreement. BMS shall use its commercially reasonable effortsa) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to obtain access be used to an electronic version of train the initial training Medical Affairs Forces with respect to Product and (ii) submit all such proposed materials for Galen's use pursuant that are intended to this Section 7.3 from any Third Party that prepared be used by the materials. The JEC may review Cubist Medical Affairs Force to the Product-related training materials from time to time and make recommendations for any revisions and updates thereto as the JEC may deem appropriate. Any Product-specific training materials developed by ▇▇▇▇▇ must be submitted to BMS Joint Clearance Committee for review and approval prior to any use by ▇▇▇▇▇ and may their use. Optimer agrees to submit materials that are intended to be used exclusively by BMS or ▇▇▇ the Optimer 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 promotion of the Product. BMS shall inform ▇▇▇▇▇ of its approval or rejection content of such materials within forty-five and for ensuring that such materials comply with Optimer Business Policies.
(45b) days of 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 Medical Affairs Forces with respect to 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 receipt use by BMSthe Medical Affairs Forces. Such approval by BMS Cubist shall be deemed granted, however, in solely liable and responsible for the absence of notice to the contrary by BMS within the forty-five (45) days following receipt 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 4.4.2 or Section 4.5.2(b) that are approved by BMS. All Product-specific training materials the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Medical Affairs Training Materials.” Each Party may only be used by ▇▇▇▇▇ for training use any of the Medical Affairs Training Materials in connection with conducting the Product Medical Affairs Program activities under this Section 4, provided such use is in compliance with the terms of this Agreement and may the Medical Affairs Training Plan or is otherwise approved by the Joint Clearance Committee. If Optimer elects to use any Medical Affairs Training Material created by Cubist under Section 4.5.2(b), Optimer shall reimburse Cubist for its reasonable, documented, out-of-pocket cost of producing or obtaining and providing such Medical Affairs Training Material for the Optimer Medical Affairs Force. Except as provided in Section 5.3.1, the Parties shall not be used, copied or adapted for use any other product or purpose. BMS shall grant to ▇▇▇▇▇ a limited, nonexclusive license under any copyrights controlled by BMS materials in training the Medical Affairs Forces with respect to any training materials provided Promoting the Product other than the Medical Affairs Training Materials approved by BMS solely the Joint Clearance Committee.
(d) Optimer shall own all copyright and other right, title and interest in and to use, copy and adapt the training materials for the above purposeall Medical Affairs Training Materials, and ▇▇▇▇▇ covenants Cubist hereby assigns to use Optimer any and all interest that Cubist may have in the Medical Affairs Training Materials; provided, that Optimer hereby grants to Cubist a non-exclusive, royalty-free license under all copyrights that cover the Medical Affairs Training Materials, solely for the above purposepurpose of copying, displaying and distributing such 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.
Appears in 1 contract
Sources: Co Promotion Agreement (Optimer Pharmaceuticals Inc)