Common use of Preparation of Materials Clause in Contracts

Preparation of Materials. Spectrum or Eagle (as mutually agreed by the Parties) will (a) develop and produce all Materials to be used by Spectrum Personnel pursuant to this Agreement, including Promotional Materials and, to the extent compliant with Applicable Laws and provided for in a Commercialization Plan, Other Materials such as summaries of Product contract terms, and (b) provide the Materials to Spectrum in quantities set forth in the Commercialization Plans. The Party responsible for developing the Materials will provide proofs of the Materials to the other Party at least [ * ] days before intended use, and shall consider in good faith all comments provided by the other Party. All Materials to be used by Spectrum Personnel pursuant to this Agreement shall at all times be in compliance with all Applicable Laws and the Labeling and shall be subject to approval by each of Eagle’s MLR and Spectrum’s PRC, prior to any use or dissemination by Spectrum Personnel. Costs incurred by Spectrum in generating Materials in accordance with this Section 4.1 will be included in Commercialization Support Costs if and to the extent included in and not exceeding the approved budget therefor set forth in a Commercialization Plan. All Promotional Materials (and other Materials if and to the extent approved by Eagle) shall include the Trademarks (including the Eagle House Marks), and may also include the Spectrum trade name and logo (“Spectrum House Marks”), in reasonable size and prominence (but never larger or more prominent than the Eagle House Marks), in accordance with all FDA requirements and as approved in advance by Eagle. Eagle shall own all Copyrights and other right, title and interest in and to all Materials, and Spectrum hereby assigns to Eagle any and all interest that Spectrum may have in the Materials; provided, that Eagle is obtaining no right to use the Spectrum House Marks other than the non-exclusive right to use Spectrum House Marks exclusively in connection with the Materials and then to the extent consistent with this Agreement and during the Term. Such non-exclusive right 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. If Spectrum is the Party responsible for developing Materials, Spectrum will (on behalf of Eagle) or will enable Eagle to (as directed by Eagle), warehouse all art files and raw/print ready art related to such Materials.

Preparation of Materials. Spectrum or Eagle (as mutually agreed by the Parties) will (a) develop and produce all Materials to be used by Spectrum Personnel pursuant to this Agreement, including Promotional Materials and, to the extent compliant with Applicable Laws and provided for in a Commercialization Plan, Other Materials such as summaries of Product contract terms, and (b) provide the Materials to Spectrum in quantities set forth in the Commercialization Plans. The Party responsible for developing the Materials will provide proofs of the Materials to the other Party at least [ * [***] days before intended use, and shall consider in good faith all comments provided by the other Party. All Materials to be used by Spectrum Personnel pursuant to this Agreement shall at all times be in compliance with all Applicable Laws and the Labeling and shall be subject to approval by each of Eagle’s MLR and Spectrum’s PRC, prior to any use or dissemination by Spectrum Personnel. Costs incurred by Spectrum in generating Materials in accordance with this Section 4.1 will be included in Commercialization Support Costs if and to the extent included in and not exceeding the approved budget therefor set forth in a Commercialization Plan. All Promotional Materials (and other Materials if and to the extent approved by Eagle) shall include the Trademarks (including the Eagle House Marks), and may also include the Spectrum trade name and logo (“Spectrum House Marks”), in reasonable size and prominence (but never larger or more prominent than the Eagle House Marks), in accordance with all FDA requirements and as approved in advance by Eagle. Eagle shall own all Copyrights and other right, title and interest in and to all Materials, and Spectrum hereby assigns to Eagle any and all interest that Spectrum may have in the Materials; provided, that Eagle is obtaining no right to use the Spectrum House Marks other than the non-exclusive right to use Spectrum House Marks exclusively in connection with the Materials and then to the extent consistent with this Agreement and during the Term. Such non-exclusive right 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. If Spectrum is the Party responsible for developing Materials, Spectrum will (on behalf of Eagle) or will enable Eagle to (as directed by Eagle), warehouse all art files and raw/print ready art related to such Materials.