Sales Force Efforts Sample Clauses

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Sales Force Efforts. For two (2) Years following each Year, each Party shall keep records relating to Details made by its Sales Representatives, and Detailing Reports, during or for such Year, including sampling of the Products. Such records shall be available for inspection and audit in accordance with Section 9.2 above to determine compliance with the terms hereof.
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Sales Force Efforts. In addition to those records that OSI is required to maintain pursuant to Section 2.11 or Law, for two (2) years following each Calendar Year, OSI shall keep records relating to the Promotion and Detailing activities reported in the Activities Reports for such Calendar Year. Upon reasonable prior written notice to OSI, such records shall be available for inspection and audit by Serono once per year to determine compliance with the terms of this Agreement.
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Sales Force Efforts. Pursuant to the Co-Promotion Agreement, the Parties will define the expected percent effort that each of the Parties sales forces will exert in support of the Product. It is currently anticipated that the JCC will develop a methodology whereby Sales Force Costs will be calculated on a per sales force basis. The intention of the Parties is that neither Party will be advantaged or disadvantaged by the methodology developed by the JCC and neither Party will profit from the cost allocation and methodology employed. The Parties shall discuss these efforts on a good faith basis and each Party will use Commercially Reasonable Efforts to contribute the expected effort agreed to through the JCC.
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Sales Force Efforts. (a) Additional requirements regarding the overall Commercialization efforts that each of the Parties shall provide in support of Product Commercialization to Physician Targets in the Field in the Territory shall be set forth in the Co-Promotion Agreement and the applicable Commercialization Plan. In accordance with the Co-Promotion Agreement, sales force costs and expenses will be calculated on a PDE Costs basis. (b) Subject to the minimum Sales Force requirements set forth herein and in the Co-Promotion Agreement, each Party shall build and deploy a Sales Force that can adequately deliver the specified number of PDEs as set forth in the then-current Commercialization Plan. Notwithstanding the foregoing, at all times during the [***] period immediately following the First Commercial Sale, unless otherwise expressly agreed by the Parties in writing: (i) ALLERGAN shall deliver a minimum of [***] PDEs per Calendar Quarter to Physician Targets; and (ii) MAP shall deliver a minimum of [***] PDEs per Calendar Quarter to Physician Targets. (c) Unless otherwise specified in the then-applicable Commercialization Plan: (i) all Details of Product in the Field in the Territory performed by MAP during the [***] period immediately following the First Commercial Sale shall be Primary Details; and (ii) all Details of Product in the Field in the Territory performed by ALLERGAN shall be Secondary Details; provided, that ALLERGAN, at its sole discretion, may elect to perform Primary Details of Product but, in such event, would only be entitled to PDE credit for a Secondary Detail. (d) The Parties will cooperate with each other in developing strategies for the Parties’ Sales Forces to effectively target the [***] of migraine medication prescribers and other Physician Targets who are determined by MAP or ALLERGAN to be appropriate targets for Product Details.
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Related to Sales Force Efforts

  • Joint Efforts To the full extent permitted by law, neither this Agreement nor any ambiguity or uncertainty herein will be construed against any of the parties hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been prepared by the joint efforts of the respective attorneys for, and has been reviewed by, each of the parties hereto.

  • Diligent Efforts Pfizer and Xenogen Cranbury each shall use reasonably diligent efforts to achieve the objectives of the Research Program. Xenogen Cranbury will use reasonably diligent efforts to achieve the objectives listed in the Research Plan and Pfizer will use reasonably diligent efforts to assist Xenogen Cranbury in such efforts.

  • Reasonable Efforts Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

  • Development Efforts 4.2.1 Hana shall use Commercially Reasonable Efforts to Develop each Product in the Territory (including carrying out its responsibilities under the Development Plan) to: (a) conduct or cause to be conducted the necessary and appropriate clinical trials as necessary to obtain and maintain Regulatory Approvals for each Product; and (b) prepare, file and prosecute or cause to be prepared, filed and prosecuted the Regulatory Submission for each Product. 4.2.2 Hana will provide INEX with written reports to keep INEX fully informed of the progress of the Development of each Product as follows: (a) at the close of each Calendar Quarter during the first twenty-four (24) months following the Effective Date of the Definitive Agreements; and (b) on or before June 31 and December 31 of each and every calendar year thereafter.

  • Marketing Efforts In connection with an underwritten offering, cause its officers to use their commercially reasonable efforts to support the marketing of the Registrable Securities covered by such offering (including participation in “roadshows” or other similar marketing efforts).