Common use of Training Materials Clause in Contracts

Training Materials. (a) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to be used to train the Medical Affairs Forces with respect to Product and (ii) submit all such proposed materials that are intended to be used by the Cubist Medical Affairs Force to the Joint Clearance Committee for review and approval prior to their use. Optimer agrees to submit materials that are intended to be used exclusively by 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 content of such materials and for ensuring that such materials comply with Optimer Business Policies. (b) 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 use by the Medical Affairs Forces. Cubist shall be solely liable and responsible for the 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 the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Medical Affairs Training Materials.” Each Party may use any of the Medical Affairs Training Materials in connection with conducting the Medical Affairs Program activities under this Section 4, provided such use is in compliance with the terms of this Agreement and 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 use any materials in training the Medical Affairs Forces with respect to Promoting the Product other than the Medical Affairs Training Materials approved by the Joint Clearance Committee. (d) Optimer shall own all copyright and other right, title and interest in and to all Medical Affairs Training Materials, and Cubist hereby assigns to 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 purpose 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.

Training Materials. (a) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to be used to train the Medical Affairs Sales Forces with respect to Promoting the Product and (ii) submit all such proposed materials that are intended to be used by the Cubist Medical Affairs Sales Force to the Joint Clearance Committee for review and approval prior to their use. Optimer agrees to submit materials that are intended to be used exclusively by the Optimer Medical Affairs 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 content of such materials and for ensuring that such materials comply with Optimer Business Policies. (b) 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 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 the Medical Affairs Sales Forces. Cubist shall be solely liable and responsible for the 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 3.6.2(a) or Section 4.5.2(b3.6.2(b) that are approved by the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Medical Affairs Sales Training Materials.” Each Party may use any of the Medical Affairs Sales Training Materials in connection with conducting the Medical Affairs Program activities training its Sales Force under this Section 4Agreement, provided such use is in compliance with the terms of this Agreement and the Medical Affairs 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 Medical Affairs Sales Training Material created by Cubist under Section 4.5.2(b3.6.2(b), Optimer shall reimburse Cubist for its reasonable, documented, out-of-pocket cost of producing or obtaining and providing such Medical Affairs Sales Training Material for the Optimer Medical Affairs Sales Force. Except as provided in Section 5.3.1, the Parties shall not use any materials in training the Medical Affairs Sales Forces with respect to Promoting the Product other than the Medical Affairs Sales Training Materials approved by the Joint Clearance Committee. (d) Optimer shall own all copyright and other right, title and interest in and to all Medical Affairs Sales Training Materials, and Cubist hereby assigns to Optimer any and all interest that Cubist may have in the Medical Affairs Sales Training Materials; provided, that Optimer hereby grants to Cubist a non-exclusive, royalty-free license under all copyrights that cover the Medical Affairs Sales Training Materials, Materials solely for the purpose of copying, displaying and distributing such Medical Affairs 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.

Training Materials. (a) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to be used to train the Medical Affairs Forces with respect to Product and (ii) submit all such proposed materials that are intended to be used by the Cubist Medical Affairs Force to the Joint Clearance Committee for review and approval prior to their use. Optimer agrees to submit materials that are intended to be used exclusively by 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 content of such materials and for ensuring that such materials comply with Optimer Business Policies. (b) 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 use by the Medical Affairs Forces. Cubist shall be solely liable and responsible for the 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 the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Medical Affairs Training Materials.” Each Party may use any of the Medical Affairs Training Materials in connection with conducting the Medical Affairs Program activities under this Section 4, provided such use is in compliance with the terms of this Agreement and 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 use any materials in training the Medical Affairs Forces with respect to Promoting the Product other than the Medical Affairs Training Materials approved by the Joint Clearance Committee. (d) Optimer shall own all copyright and other right, title and interest in and to all Medical Affairs Training Materials, and Cubist hereby assigns to 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 purpose 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.

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 (a) Optimersubject 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, will (i) create, develop, produce or obtain, 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 provide, make recommendations for any revisions and continually update updates thereto as the JEC may deem appropriate. Any Product-specific training materials developed by ▇▇▇▇▇ must be submitted to be used to train the Medical Affairs Forces with respect to Product and (ii) submit all such proposed materials that are intended to be used by the Cubist Medical Affairs Force to the Joint Clearance Committee BMS for review and approval prior to their use. Optimer agrees to submit materials that are intended to any use by ▇▇▇▇▇ and may be used exclusively by 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 BMS or ▇▇▇ for the content promotion of the Product. BMS shall inform ▇▇▇▇▇ of its approval or rejection of such materials and for ensuring that 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 comply with Optimer Business Policies. (b) Cubist may, but is not required to, at its sole expense, create, develop, produce or obtain, and provide by BMS. All Product-specific training materials to 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 train the Medical Affairs Forces ▇▇▇▇▇ 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 Product; provided, that Cubist shall submit all such proposed training 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 the Medical Affairs Forces. Cubist shall be solely liable and responsible for the content of such materials (excluding any Optimer Trademark) above purpose, 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 the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Medical Affairs Training Materials.” Each Party may use any of the Medical Affairs Training Materials in connection with conducting the Medical Affairs Program activities under this Section 4, provided such use is in compliance with the terms of this Agreement and the Medical Affairs Training Plan or is otherwise approved by the Joint Clearance Committee. If Optimer elects ▇▇▇▇▇ covenants 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 use any materials in training the Medical Affairs Forces with respect to Promoting the Product other than the Medical Affairs Training Materials approved by the Joint Clearance Committee. (d) Optimer shall own all copyright and other right, title and interest in and to all Medical Affairs Training Materials, and Cubist hereby assigns to 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 purpose 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-sublicensableabove purpose.

Training Materials. (a) Optimer, at its sole expense, will (i) create, develop, produce or obtain, and provide, and continually update materials to be used to train the Medical Affairs Sales Forces with respect to Promoting the Product and (ii) submit all such proposed materials that are intended to be used by the Cubist Medical Affairs Sales Force to the Joint Clearance Committee for review and approval prior to their use. Optimer agrees to submit materials that are intended to be used exclusively by the Optimer Medical Affairs 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 content of such materials and for ensuring that such materials comply with Optimer Business Policies. (b) 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 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 the Medical Affairs Sales Forces. Cubist shall be solely liable and responsible for the 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 3.6.2(a) or Section 4.5.2(b3.6.2(b) that are approved by the Joint Clearance Committee in accordance with Section 5.3.4 shall be referred to as the “Medical Affairs Sales Training Materials.” Each Party may use any of the Medical Affairs Sales Training Materials in connection with conducting the Medical Affairs Program activities training its Sales Force under this Section 4Agreement, provided such use is in compliance with the terms of this Agreement and the Medical Affairs Sales Training Plan or is otherwise approved by the Joint Clearance Committee. If Optimer elects to use any Medical Affairs Sales Training Material created by Cubist under Section 4.5.2(b3.6.2(b), Optimer shall reimburse Cubist for its reasonable, documented, out-of-pocket cost of producing or obtaining and providing such Medical Affairs Sales Training Material for the Optimer Medical Affairs Sales Force. Except as provided in Section 5.3.1, the Parties shall not use any materials in training the Medical Affairs Sales Forces with respect to Promoting the Product other than the Medical Affairs Sales Training Materials approved by the Joint Clearance Committee. (d) Optimer shall own all copyright and other right, title and interest in and to all Medical Affairs Sales Training Materials, and Cubist hereby assigns to Optimer any and all interest that Cubist may have in the Medical Affairs Sales Training Materials; provided, that Optimer hereby grants to Cubist a non-exclusive, royalty-free license under all copyrights that cover the Medical Affairs Sales Training Materials, Materials solely for the purpose of copying, displaying and distributing such Medical Affairs 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.