Common use of Scope of Activities Clause in Contracts

Scope of Activities. The parties shall perform the following activities in connection with the Program: (a) Cardinal Health shall have sole and exclusive authority to discipline or terminate the employment of Cardinal Representatives and the Managers. At Acorda’s request, Cardinal Health shall cause any Cardinal Representative to immediately cease Detailing the Product based on substantial non-performance or non-insignificant compliance violations as evidenced in performance evaluations or a finding of non-compliance with the terms of this Agreement (including but not limited to, failure to follow Detailing procedures, to comply with Laws or SOPs, or to follow Acorda’s Written Instructions). Cardinal shall either substitute a new Representative to replace any disqualified Representative or re-assign the Sub-Territory of other Representatives in order to ensure that the Target Customers of any disqualified Representative are Detailed by other Representatives. Cardinal shall ensure that no substitute Representative shall commence Detailing without completing the training required under Article VI. (b) Cardinal Health shall cause each Representative and Manager to attend and successfully complete the Acorda Training Program (as defined in Section 6.1) (including but not limited to training sessions to be conducted by Acorda for each of the Product(s)) and pass the proficiency test specified in Section 6.1(b), prior to participating in the Program. Cardinal shall be responsible for ensuring that any Representative or Manager who has not successfully completed all such training requirements shall not Detail the Product(s) or supervise the sales force (as applicable). (c) Cardinal Health’s district Managers shall periodically accompany Representatives on Details, conduct field evaluations of the Representatives and the Program, including time supervision, Territory management and reporting, and provide a copy of all such evaluations to Acorda’s coordinator of the Program (or other Acorda representative). At Acorda’s request, Cardinal Health shall be available to discuss the evaluations with Acorda, and permit an Acorda representative to accompany the Representatives on Details. (d) At the request of Cardinal Health, Acorda shall provide Cardinal Health, without cost, with Product Promotional Materials for the performance and supervision of Detailing. In light of the at risk fee arrangement contemplated by this Agreement, Acorda shall use its reasonable commercial efforts to maintain and supply Product Promotional Materials for the Representatives to perform Details in accordance with the SOPs. For avoidance of doubt, Acorda shall be deemed to have used reasonable commercial efforts as described in the preceding sentence if its failure to maintain and supply Product Promotional Materials arises from problems in the production or delivery of Product Promotional Materials or delay in or lack of approval by a third party, including, without limitation, FDA. Acorda shall be solely responsible for the preparation, content and method of distribution of the Product Promotional Materials. Acorda or its distributor shall be responsible for distributing the Product samples Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. directly to the Representatives, as described in Article VII. In connection with the Detailing of the Product(s), the Representatives shall use only the Product Promotional Materials provided by Acorda; and under no circumstances shall Cardinal Health or the Representatives develop, create, or use any other promotional material or literature, or materials or other promotional materials of any kind, for the Detailing of the Product(s). Acorda will coordinate with Cardinal Health to replenish supplies of Product Promotional Material when depleted. Acorda shall advise Cardinal Health immediately of any inaccuracy or incompleteness of the Product Promotional Materials, and upon such notice Cardinal Health and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials so identified by Acorda, and either destroy or return such Product Promotional Materials to Acorda, at Acorda’s instruction and expense. (e) Cardinal Health shall instruct the Representatives to limit their verbal statements and claims regarding the Product(s), including but not limited to statements regarding efficacy and safety, to those authorized by Acorda (as specified during the Acorda Training Program) and that are consistent with the Product Promotional Materials. The Representatives shall not add, delete or modify Acorda’s approved claims of efficacy or safety in the Detailing of the Product(s), nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall not make any disparaging, untrue or misleading statements about Acorda or any of its Affiliates, employees, competitors or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. Representatives shall Detail the Product(s) in strict adherence to all Laws, SOPs and all written instructions agreed upon by the parties in writing at any time during the course of the Program, whether presented during the Acorda Training Program (as defined below), during any follow-up training, or at any other time (collectively, the “Written Instructions”). Cardinal Health shall not unreasonably withhold or delay its approval and implementation of any reasonable written instructions proposed by Acorda and, in the case of instructions that relate to the Product, Cardinal Health shall timely implement all reasonable written instructions proposed by Acorda. Acorda shall ensure that all the Written Instructions comply with all applicable Laws; Cardinal Health shall ensure that all SOPs comply with all applicable Laws. (f) The Representatives shall remain under the direct authority and control of Cardinal Health, but shall cooperate with Acorda and shall follow the advice and direction related to Detail activities on the Product(s) from Acorda and Cardinal Health mutually. Acorda shall make all decisions with respect to the overall strategy in connection with the Detailing of the Product(s) to the Target Customers. Any Acorda personnel interacting with Cardinal Health Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. (g) Cardinal Health shall at its sole cost and expense supply Representatives and Managers with fleet vehicles for their use in performing and supervising the Detailing. Acorda shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses of Representatives and Managers in connection with Acorda Training Program and the POA meetings (as defined in Article VI) if such programs and meetings have been approved in Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. advance in writing by Acorda. Acorda and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph 2.3(g) for each Sub-Territory, and Cardinal Health shall obtain prior written approval for any such costs or expenses that exceed the budget. (h) Acorda shall periodically provide Cardinal Health with data on Product sales in the Territory during the Term as of this Agreement for Cardinal Health’s use in performing this Agreement. Acorda shall also provide Cardinal Health with such other sales and marketing information concerning the Product(s) as Acorda shall deem appropriate, in its sole discretion. Any information which Acorda elects to share with Cardinal Health under this Section 2.3(h) shall be limited to provision of such information only to the extent allowable under Acorda’s agreements with third parties providing such information to Acorda. All information provided by Acorda, its officers, agents or representatives shall be deemed Confidential Information belonging to Acorda and shall be treated in accordance with Article 13 hereof. (i) Unless otherwise approved in writing by Acorda, the Representatives and Managers shall not invite any Target Customer, or any member of his or her staff or any other health care professional, to any promotional or educational events or activities, or provide any meals, trips or entertainment, or provide any gifts or remuneration in any form, kind or amount to any of them. In the event Acorda hereafter authorizes the Representatives as a group to engage in such promotional or educational activities, Acorda shall so inform Cardinal Health in writing and establish policies, guidelines, training requirements and budgets that must be observed in conducting such activities and agreed to by Cardinal Health.

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health shall have sole and exclusive authority to discipline or terminate the employment of Cardinal Representatives Representatives. Cumberland may reasonably request that a Representative or Manager be terminated or reassigned if such Representative’s or Manager’s activities or conduct are not adequately achieving the performance goals of the Product, or if the Representative or Manager fails to comply with all applicable laws, regulations, and Cumberland requirements for Detailing the ManagersProduct. At Acorda’s request, Cardinal Health shall cause any Cardinal Representative to immediately cease Detailing the Product based on substantial non-performance or non-insignificant compliance violations as evidenced in performance evaluations or a finding of non-compliance with the terms of this Agreement (including but not limited to, failure to follow Detailing procedures, use its best efforts to comply with Laws such request; provided that such action complies with applicable laws and is in accordance with Cardinal Health’s policies and procedures, as determined by Cardinal Health’s human resources manager. In the event Cardinal Health determines that its policies and procedures or SOPs, applicable laws prohibit the termination or to follow Acorda’s Written Instructions). Cardinal shall either substitute a new Representative to replace any disqualified Representative or re-assign the Sub-Territory of other Representatives in order to ensure that the Target Customers reassignment of any disqualified Representative are Detailed so requested by other Representatives. Cardinal Cumberland, it shall ensure that no substitute Representative shall commence Detailing without completing the training required under Article VInotify Cumberland of such determination and submit a corrective action plan for Cumberland’s approval. (b) Cardinal Health shall cause each Representative and Manager to attend and successfully complete the Acorda Training Program (as defined in Section 6.1) (including but not limited to training sessions to be conducted by Acorda Cumberland for each of the Product(s)) and pass the proficiency test specified in Section 6.1(b), Products prior to participating in the Program. Cardinal Any such Representative who shall not successfully complete all such requirements shall be responsible for ensuring that any removed and replaced by another Representative or Manager who has not successfully completed all shall comply with such training requirements shall not Detail the Product(s) or supervise the sales force (as applicable)requirements. (c) Cardinal Health’s district Managers Cumberland shall periodically accompany provide the Representatives on Details, conduct field evaluations without cost with sufficient quantities of the Representatives and the Program, including time supervision, Territory management and reporting, and provide a copy of all such evaluations to Acorda’s coordinator of the Program (or other Acorda representative). At Acorda’s request, Cardinal Health shall be available to discuss the evaluations with Acorda, and permit an Acorda representative to accompany the Representatives on Details. (d) At the request of Cardinal Health, Acorda shall provide Cardinal Health, without cost, with Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. In light of the at risk fee arrangement contemplated by this Agreement, Acorda shall use its reasonable commercial efforts to maintain and supply Product Promotional Materials for the Representatives to perform Details in accordance with the SOPs. For avoidance of doubt, Acorda shall be deemed to have used reasonable commercial efforts as described in the preceding sentence if its failure to maintain and supply Product Promotional Materials arises from problems in the production or delivery of Product Promotional Materials or delay in or lack of approval by a third party, including, without limitation, FDA. Acorda Cumberland shall be solely responsible for the preparation, content content, and method of distribution of the Product Promotional Materials. Acorda or its distributor shall be responsible for distributing Materials and the Product samples Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. directly to the Representatives, as described in Article VIILabeling. In connection with the Detailing of the Product(s)Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by AcordaCumberland; and under no circumstances shall Cardinal Health or the Representatives develop, create, or use any other promotional material or literature, or materials or other promotional materials of any kind, literature for the Detailing of the Product(s)Products. Acorda will coordinate with Cardinal Health to replenish supplies of Product Promotional Material when depleted. Acorda Cumberland shall advise Cardinal Health immediately of any inaccuracy or incompleteness of the Product Promotional MaterialsMaterials or the Product Labeling, and upon such notice Cardinal Health and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by Acorda, and either destroy or return such Product Promotional Materials to Acorda, at Acorda’s instruction and expenseCumberland. (ed) Cardinal Health shall instruct the Representatives to limit their verbal statements and claims regarding the Product(s)Products, including but not limited to statements regarding efficacy and safety, to those authorized by Acorda (as specified during the Acorda Training Program) and that are consistent with the Product Labeling and the Product Promotional Materials. The Representatives shall not add, delete delete, or modify Acorda’s approved claims of efficacy or safety in the Detailing of the Product(s)Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall not make any disparaging, untrue untrue, or misleading statements about Acorda Cumberland or any of its Affiliates, employees, competitors competitors, or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. Representatives shall Detail the Product(s) Products in strict adherence to all Lawsapplicable laws, SOPs regulations, and all written instructions agreed upon by the parties in writing at any time during the course of the Programprofessional requirements, whether presented during the Acorda Training Program (as defined below)including, during any follow-up training, or at any other time (collectivelybut not limited to, the “Written Instructions”). Cardinal Health shall not unreasonably withhold or delay its approval Act, the Medicare and implementation of any reasonable written instructions proposed by Acorda andMedicaid Anti-Kickback Statute, in and the case of instructions that relate American Medical Association Gifts to the Product, Cardinal Health shall timely implement all reasonable written instructions proposed by Acorda. Acorda shall ensure that all the Written Instructions comply with all applicable Laws; Cardinal Health shall ensure that all SOPs comply with all applicable LawsPhysicians from Industry Guidelines. (fe) The Representatives shall remain under the direct authority and control of Cardinal Health, but shall cooperate with Acorda the members of Cumberland and shall follow the receive advice and direction related to Detail activities on the Product(s) Products from Acorda Cumberland and Cardinal Health mutually. Acorda Cumberland shall make all decisions with respect to the overall strategy in connection with the Detailing of the Product(s) to the Target CustomersProducts. Any Acorda Cumberland personnel interacting with Cardinal Health Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives. Cumberland shall provide Cardinal Health with copies of all reports, memoranda, audits and other data it develops pertaining to (i) the Representatives, Detailing, and the Program within 30 days of the preparation of such documents, and (ii) any negligent or wrongful acts or omissions of Representatives or otherwise control the daily activities of Representativesas promptly as practicable. (gf) In the event Cardinal Health shall at its sole cost and expense supply supplies Representatives and Managers with fleet vehicles for their use in performing and supervising the Detailing as described in the Schedules of this Agreement, Cumberland shall reimburse Cardinal Health for all of its out-of-pocket costs related to using such vehicles for Detailing, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles (including fuel costs). Acorda Cumberland shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals) of Representatives and Managers in connection with Acorda Training Program and the POA meetings (as defined in Article VI) if such programs and meetings have been approved in Certain portions of this Exhibit have been omitted performing services pursuant to a request for confidentialitythis Agreement. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. advance in writing by Acorda. Acorda Cumberland and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph 2.3(g) for each Sub-Territory, and Cardinal Health shall obtain prior written approval for any such costs or expenses that exceed the budget. (hg) Acorda Cumberland shall periodically provide Cardinal Health with a list of Target Customers in the Territory and with data on Product prescriptions and sales in the Territory during the Term as of this Agreement for Cardinal Health’s use in performing this Agreement. Acorda Cumberland shall also provide Cardinal Health with such other sales and marketing information concerning the Product(s) as Acorda shall deem appropriate, in its sole discretion. Any information which Acorda elects Products that Cumberland obtains or prepares during the term of this Agreement and deems useful to share with Cardinal Health under this Section 2.3(h) shall be limited to provision of such information only to the extent allowable under Acorda’s agreements with third parties providing such information to Acorda. All information provided by Acorda, its officers, agents or representatives shall be deemed Confidential Information belonging to Acorda and shall be treated in accordance with Article 13 hereof. (i) Unless otherwise approved in writing by Acorda, the Representatives and Managers shall not invite any Target Customer, or any member of his or her staff or any other health care professional, to any promotional or educational events or activities, or provide any meals, trips or entertainment, or provide any gifts or remuneration in any form, kind or amount to any of them. In the event Acorda hereafter authorizes the Representatives as a group to engage in such promotional or educational activities, Acorda shall so inform Cardinal Health in writing and establish policies, guidelines, training requirements and budgets that must be observed in conducting such activities and agreed to by Cardinal Health.

Scope of Activities. The parties shall perform the following activities activities, as applicable, in connection with the Program: (a) Cardinal Health Vendor shall have sole and exclusive authority to discipline or terminate the employment of Cardinal Representatives and Syndicated Representatives. Company may reasonably request that a Syndicated Representative be terminated or reassigned if such Syndicated Representative's activities or conduct are not adequately achieving the Managers. At Acorda’s requestperformance goals of the Product, Cardinal Health shall cause any Cardinal or if the Syndicated Representative to immediately cease Detailing the Product based on substantial non-performance or non-insignificant compliance violations as evidenced in performance evaluations or a finding of non-compliance with the terms of this Agreement (including but not limited to, failure to follow Detailing procedures, fails to comply with Laws all applicable laws, regulations, and Company requirements for Detailing the Product. Vendor shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is in accordance with Vendor's policies and procedures, as determined by Vendor's human resources manager. In the event Vendor determines that its policies and procedures or SOPs, applicable laws prohibit the termination or to follow Acorda’s Written Instructions). Cardinal shall either substitute a new Representative to replace any disqualified Representative or re-assign the Sub-Territory of other Representatives in order to ensure that the Target Customers reassignment of any disqualified Syndicated Representative are Detailed so requested by other Representatives. Cardinal Company, it shall ensure that no substitute Representative shall commence Detailing without completing the training required under Article VInotify Company of such determination and submit a corrective action plan for Company approval. (b) Cardinal Health Vendor shall cause each Syndicated Representative and Manager to attend and successfully complete the Acorda Training Program (as defined in Section 6.1) (including but not limited to training sessions to be conducted by Acorda Company for each of the Product(s)) and pass the proficiency test specified in Section 6.1(b), Products prior to participating in the Program. Cardinal Any such Syndicated Representative who shall not successfully complete all such requirements shall be responsible for ensuring that any removed and replaced by another Syndicated Representative or Manager who has not successfully completed all shall comply with such training requirements shall not Detail the Product(s) or supervise the sales force (as applicable)requirements. (c) Cardinal Health’s district Managers Company shall periodically accompany Representatives on Detailsprovide Vendor, conduct field evaluations at no cost to Vendor, with sufficient quantities of the Representatives and the Program, including time supervision, Territory management and reporting, and provide a copy of all such evaluations to Acorda’s coordinator of the Program (or other Acorda representative). At Acorda’s request, Cardinal Health shall be available to discuss the evaluations with Acorda, and permit an Acorda representative to accompany the Representatives on Details. (d) At the request of Cardinal Health, Acorda shall provide Cardinal Health, without cost, with Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. In light of the at risk fee arrangement contemplated by this Agreement, Acorda shall use its reasonable commercial efforts to maintain and supply Product Promotional Materials for the Representatives to perform Details in accordance with the SOPs. For avoidance of doubt, Acorda shall be deemed to have used reasonable commercial efforts as described in the preceding sentence if its failure to maintain and supply Product Promotional Materials arises from problems in the production or delivery of Product Promotional Materials or delay in or lack of approval by a third party, including, without limitation, FDA. Acorda Company shall be solely responsible for the preparation, content content, and method of distribution of the Product Promotional Materials. Acorda or its distributor shall be responsible for distributing Materials and the Product samples Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. directly to the Representatives, as described in Article VIILabeling. In connection with the Detailing of the Product(s)Products, the Syndicated Representatives shall use only the Product Labeling and the Product Promotional Materials provided by AcordaCompany; and under no circumstances shall Cardinal Health Vendor or the Syndicated Representatives develop, create, or use any other promotional material or literature, or materials or other promotional materials of any kind, literature for the Detailing of the Product(s)Products. Acorda will coordinate with Cardinal Health to replenish supplies of Product Promotional Material when depleted. Acorda Company shall advise Cardinal Health Vendor immediately of any inaccuracy or incompleteness of the Product Promotional MaterialsMaterials or the Product Labeling, and upon such notice Cardinal Health Vendor and the Syndicated Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by Acorda, and either destroy or return such Product Promotional Materials to Acorda, at Acorda’s instruction and expenseCompany. (ed) Cardinal Health Vendor shall instruct the Syndicated Representatives to limit their verbal statements and claims regarding the Product(s)Products, including but not limited to statements regarding efficacy and safety, to those authorized by Acorda (as specified during the Acorda Training Program) and that are consistent with the Product Labeling and the Product Promotional Materials. The Syndicated Representatives shall not add, delete delete, or modify Acorda’s approved claims of efficacy or safety in the Detailing of the Product(s)Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Syndicated Representatives shall not make any disparaging, untrue untrue, or misleading statements about Acorda or any of Company or its Affiliates, employees, competitors competitors, or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. Syndicated Representatives shall Detail the Product(s) Products in strict adherence to all Lawsapplicable laws, SOPs regulations, and all written instructions agreed upon by the parties in writing at any time during the course of the Programprofessional requirements, whether presented during the Acorda Training Program (as defined below)including, during any follow-up training, or at any other time (collectivelybut not limited to, the “Written Instructions”). Cardinal Health shall not unreasonably withhold or delay its approval Act, the Medicare and implementation of any reasonable written instructions proposed by Acorda andMedicaid Anti-Kickback Statute, in and the case of instructions that relate American Medical Association Gifts to the Product, Cardinal Health shall timely implement all reasonable written instructions proposed by Acorda. Acorda shall ensure that all the Written Instructions comply with all applicable Laws; Cardinal Health shall ensure that all SOPs comply with all applicable LawsPhysicians from Industry Guidelines. (fe) The Syndicated Representatives shall remain under the direct authority and control of Cardinal HealthVendor, but shall cooperate with Acorda the members of Company and shall follow the receive advice and direction related to Detail activities on the Product(s) Products from Acorda Company and Cardinal Health Vendor mutually. Acorda Company shall make all decisions with respect to the overall strategy in connection with the Detailing of the Product(s) to the Target CustomersProducts. Any Acorda Company personnel interacting with Cardinal Health Syndicated Representatives shall not discipline the Syndicated Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Syndicated Representatives or otherwise control the daily activities of Syndicated Representatives. Company shall provide Vendor with copies of all reports, memoranda, audits and other data it develops pertaining to the Syndicated Representatives, Detailing, and the Program within fifteen (15) days of the preparation of such documents; provided, however, that any such documents claiming negligent or wrongful acts or omissions of Syndicated Representatives shall, as provided in Section 2.4, be sent to Vendor as promptly as practicable. (f) Company shall reimburse Vendor for all reasonable and documented travel expenses of Syndicated Representatives in connection with participation in training programs and planning meetings requested by Company pursuant to this Agreement, including, but not limited to, airline, lodging, meals and such other usual and customary travel expenses, at the corporate rates available to Vendor, incurred in accordance with Vendor's expense guidelines and processed through Vendor's expense reporting system. Such reimbursement shall include a three and one-half percent (3.5%) administrative fee. A copy of Vendor's Expense Guidelines is attached as Schedule 2.2(f). (g) Cardinal Health Syndicated Representatives shall at its sole cost comply with Vendor's drug policy, a copy of which is attached hereto and expense supply Representatives and Managers with fleet vehicles for their use in performing and supervising the Detailing. Acorda shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses of Representatives and Managers in connection with Acorda Training Program and the POA meetings incorporated herein by reference as Schedule 2.2 (as defined in Article VI) if such programs and meetings have been approved in Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. advance in writing by Acorda. Acorda and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph 2.3(g) for each Sub-Territory, and Cardinal Health shall obtain prior written approval for any such costs or expenses that exceed the budgetg). (h) Acorda shall periodically provide Cardinal Health with data Details by each Syndicated Representative will be reported to Company on Product sales in the Territory during the Term as of this Agreement for Cardinal Health’s use in performing this Agreement. Acorda shall also provide Cardinal Health with such other sales and marketing information concerning the Product(s) as Acorda shall deem appropriatea monthly basis, in its sole discretion. Any information which Acorda elects to share with Cardinal Health under this Section 2.3(h) shall be limited to provision of such information only to a manner agreed upon by the extent allowable under Acorda’s agreements with third parties providing such information to Acorda. All information provided by Acordaparties, its officers, agents in a paper or representatives shall be deemed Confidential Information belonging to Acorda and shall be treated in accordance with Article 13 hereofelectronic format. (i) Unless otherwise approved in writing by Acorda, the Representatives and Managers shall not invite any Target Customer, or any member of his or her staff or any other health care professional, to any promotional or educational events or activities, or provide any meals, trips or entertainment, or provide any gifts or remuneration in any form, kind or amount to any of them. In the event Acorda hereafter authorizes the Representatives as a group to engage in such promotional or educational activities, Acorda shall so inform Cardinal Health in writing and establish policies, guidelines, training requirements and budgets that must be observed in conducting such activities and agreed to by Cardinal Health.

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health Vendor will recruit, interview and hire as its employees Representatives and Managers conforming to the Representatives Profile set forth on Schedule 2.1. Vendor shall have the sole authority to reject any applicant for employment as a Representative or Manager. Company may, at its sole cost and expense, participate with Vendor in the interviewing of Managers, and the Company shall have the right to approve the hire of Managers, and may nominate acceptable Managers for consideration for the Vendor to hire; provided, however, that in the event Vendor rejects an applicant for Manager and thereafter hires such applicant at the request of Company, Company shall indemnify for and hold Vendor harmless from any Damages (as defined in Section 16.1) arising as a result of such Manager's wrongful or negligent acts or omissions. (b) Vendor shall have sole and exclusive authority to discipline or terminate the employment of Cardinal Representatives and the Managers. At Acorda’s requestCompany may reasonably request that a Representative or Manager be terminated or reassigned if such Representative's or Manager's activities or conduct are not adequately achieving the performance goals of the Product, Cardinal Health shall cause any Cardinal or if the Representative to immediately cease Detailing the Product based on substantial non-performance or non-insignificant compliance violations as evidenced in performance evaluations or a finding of non-compliance with the terms of this Agreement (including but not limited to, failure to follow Detailing procedures, Manager fails to comply with Laws or SOPsall applicable laws, regulations, and Company requirements for Detailing the Product. Reassignment in this context under this Agreement may mean reassignment to another part of the Territory, or reassignment to follow Acorda’s Written Instructions)another contract sales force for another Vendor account. Cardinal Vendor shall either substitute a new Representative use its best efforts to replace any disqualified Representative comply with such request; provided that such action complies with applicable laws and is in accordance with Vendor's policies and procedures as determined by Vendor. In the event Vendor determines that its policies and procedures or re-assign applicable laws prohibit the Sub-Territory of other Representatives in order to ensure that the Target Customers termination or reassignment of any disqualified Representative are Detailed so requested by other Representatives. Cardinal Company, it shall ensure that no substitute Representative shall commence Detailing without completing the training required under Article VInotify Company of such determination and submit a corrective action plan for Company approval. (bc) Cardinal Health Vendor shall cause each Representative and Manager to attend and successfully complete the Acorda Training Program (as defined in Section 6.1) (including but not limited to training sessions to be conducted jointly by Acorda Company or its agents and Vendor for each of the Product(s)) and pass the proficiency test specified in Section 6.1(b), Products prior to participating in the Program. Cardinal Any such Representative who shall not successfully complete all such requirements shall be responsible for ensuring that any removed and replaced by another Representative or Manager who has not successfully completed all shall comply with such training requirements shall not Detail the Product(s) or supervise the sales force (as applicable)requirements. (cd) Cardinal Health’s district Vendor shall from time to time and in any case every six (6) weeks if so requested by Company, beginning with the Product Launch Date conduct random profiles of activities during the Program consisting of satisfaction surveys sent to customers with whom Representatives have interacted and share the results of such profiles with Company on a regular and prompt basis. Vendor shall reasonably assist the Company should Company decide to conduct such random profiles itself. (e) Vendor's District Managers shall periodically shall, as part of their activities under this Agreement, routinely accompany Representatives on Details, conduct field evaluations of the Representatives and the Program, including time supervision, Territory management territory management, and reporting, and provide a copy of all be available to review such evaluations to Acorda’s with the Company's coordinator of the Program (or other Acorda representative)Program. At Acorda’s Company's request, Cardinal Health Vendor shall be available permit Company or its designated representative to discuss review Vendor's evaluations relating to the evaluations with Acorda, foregoing and permit an Acorda representative to accompany the Representatives on such Details. (df) At the request of Cardinal Health, Acorda Company shall provide Cardinal HealthVendor, without cost, with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. In light of the at risk fee arrangement contemplated by this Agreement, Acorda shall use its reasonable commercial efforts to maintain and supply Product Promotional Materials for the Representatives to perform Details in accordance with the SOPs. For avoidance of doubt, Acorda shall be deemed to have used reasonable commercial efforts as described in the preceding sentence if its failure to maintain and supply Product Promotional Materials arises from problems in the production or delivery of Product Promotional Materials or delay in or lack of approval by a third party, including, without limitation, FDA. Acorda Company shall be solely responsible for the preparation, content content, and method of distribution of the Product Promotional Materials. Acorda or its distributor shall be responsible for distributing Materials and the Product samples Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. directly to the Representatives, as described in Article VIILabeling. In connection with the Detailing of the Product(s)Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by AcordaCompany; and under no circumstances shall Cardinal Health Vendor or the Representatives develop, create, or use any other promotional material or literature, or materials or other promotional materials of any kind, literature for the Detailing of the Product(s)Products. Acorda will coordinate with Cardinal Health to replenish supplies of Product Promotional Material when depleted. Acorda Company shall advise Cardinal Health Vendor immediately of any inaccuracy or incompleteness of the Product Promotional MaterialsMaterials or the Product Labeling, and upon such notice Cardinal Health Vendor and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by Acorda, and either destroy or return such Product Promotional Materials to Acorda, at Acorda’s instruction and expenseCompany. (eg) Cardinal Health Vendor shall instruct the Representatives to limit their verbal statements and claims regarding the Product(s)Products, including but not limited to statements regarding efficacy and safety, to those authorized by Acorda (as specified during the Acorda Training Program) and that are consistent with the Product Labeling and the Product Promotional Materials. The Representatives shall not add, delete delete, or modify Acorda’s approved claims of efficacy or safety in the Detailing of the Product(s)Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall not make any disparaging, untrue untrue, or misleading statements about Acorda or any of Company or its Affiliates, employees, competitors competitors, or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. Representatives shall Detail the Product(s) Products in strict adherence to all Lawsapplicable laws, SOPs regulations, and all written instructions agreed upon by the parties in writing at any time during the course of the Programprofessional requirements, whether presented during the Acorda Training Program (as defined below)including, during any follow-up training, or at any other time (collectivelybut not limited to, the “Written Instructions”). Cardinal Health shall not unreasonably withhold or delay its approval Act, the Medicare and implementation of any reasonable written instructions proposed by Acorda andMedicaid Anti-Kickback Statute, in and the case of instructions that relate American Medical Association Gifts to the Product, Cardinal Health shall timely implement all reasonable written instructions proposed by Acorda. Acorda shall ensure that all the Written Instructions comply with all applicable Laws; Cardinal Health shall ensure that all SOPs comply with all applicable LawsPhysicians from Industry Guidelines. (fh) The Representatives shall remain under the direct authority and control of Cardinal HealthVendor, but shall cooperate with Acorda Company and shall follow the receive advice and direction related to Detail activities on the Product(s) Products from Acorda Company and Cardinal Health Vendor mutually. Acorda Company shall make all decisions with respect to the overall strategy in connection with the Detailing of the Product(s) to the Target CustomersProducts. Any Acorda Company personnel interacting with Cardinal Health Vendor Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. Company shall use commercially reasonable efforts to advise Vendor, and to the extent necessary, to share with Vendor copies of reports, memoranda, and other data relating to Company's observations or assessment of the Representative's performance under this Agreement. (gi) Cardinal Health Vendor shall at its sole cost and expense supply Representatives and Managers with fleet vehicles for their use in performing and supervising the Detailing. Acorda , and Company shall reimburse Cardinal Health Vendor for all reasonable of its reasonable, budgeted, documented out-of-pocket costs related to such vehicles, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles (including fuel costs). Company shall reimburse Vendor for all reasonable, budgeted, documented out-of-pocket costs and expenses (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals, etc.) of Representatives and Managers in connection with Acorda Training Program and the POA meetings (as defined in Article VI) if such programs and meetings have been approved in Certain portions of this Exhibit have been omitted performing services pursuant to a request for confidentialitythis Agreement. Such omitted portions, which are marked with brackets [ ] Company and an asterisk*, have been separately filed with the Commission. advance in writing by Acorda. Acorda and Cardinal Health Vendor shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph 2.3(g) for each Sub-Territory, and Cardinal Health Vendor shall obtain prior written approval for any such costs or expenses that exceed the budget. All such costs and expenses in excess of such budget shall be for the Vendor's account, unless Company agrees otherwise. (hj) Acorda Company and Vendor shall periodically provide Cardinal Health with data on Product sales work together, using their respective proprietary databases, to establish a database of Target Customers in the Territory during Territory. Company and Vendor shall confer throughout the Term as term of this the Agreement for Cardinal Health’s use in performing this Agreementregarding additions to and deletions from the Target Customer database. Acorda shall also provide Cardinal Health with such other sales and marketing information concerning the Product(s) as Acorda shall deem appropriate, in its sole discretion. Any information which Acorda elects to share with Cardinal Health under this Section 2.3(h) shall be limited to provision of such information only to the extent allowable under Acorda’s agreements with third parties providing such information to Acorda. All information provided by Acorda, its officers, agents or representatives shall be deemed Confidential Information belonging to Acorda and shall be treated in accordance with Article 13 hereofCompany. (ik) Unless otherwise approved in writing by Acorda, the Representatives and Managers shall not invite any Target Customercomply with Vendor's drug policy, or any member a copy of his or her staff or any other health care professional, to any promotional or educational events or activities, or provide any meals, trips or entertainment, or provide any gifts or remuneration in any form, kind or amount to any of them. In the event Acorda hereafter authorizes the Representatives which is attached hereto and incorporated by reference herein as a group to engage in such promotional or educational activities, Acorda shall so inform Cardinal Health in writing and establish policies, guidelines, training requirements and budgets that must be observed in conducting such activities and agreed to by Cardinal HealthSchedule 2.3(k).

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health shall have sole and exclusive authority to discipline or terminate the employment of Cardinal Representatives and the Managers. At Acorda’s request, Cardinal Health shall cause any Cardinal Representative to immediately cease Detailing the Product based on substantial non-performance or non-insignificant compliance violations as evidenced in performance evaluations or a finding of non-compliance with the terms of this Agreement (including but not limited to, failure to follow Detailing procedures, to comply with Laws or SOPs, or to follow Acorda’s Written Instructions). Cardinal shall either substitute a new Representative to replace any disqualified Representative or re-assign the Sub-Territory of other Representatives in order to ensure that the Target Customers of any disqualified Representative are Detailed by other Representatives. Cardinal shall ensure that no substitute Representative shall commence Detailing without completing the training required under Article VI. (b) Cardinal Health shall cause each Representative and Manager to attend and successfully complete the Acorda Training Program and must achieve a minimum score of 85% on the product knowledge exam (as defined in Section 6.1) (including but not limited to training sessions to be conducted by Acorda Millennium for each of the Product(s)) and pass the proficiency test specified in Section 6.1(b), Products prior to participating in the Program. Cardinal Any such Representative who shall be responsible for ensuring that any Representative or Manager who has not successfully completed complete all such training requirements shall not Detail the Product(s) or supervise the sales force (as applicable)Products. (c) Cardinal Health’s district 's District Managers shall periodically accompany Representatives on Details, conduct field evaluations of the Representatives and the Program, including time supervision, Territory management territory management, and reporting, and provide a copy of all be available to review such evaluations to Acorda’s with Millennium' coordinator of the Program (or other Acorda representative)Program. At Acorda’s Millennium' request, Cardinal Health shall be available permit Millennium or its designated representative to discuss review Cardinal Health's evaluations relating to the evaluations with Acorda, foregoing and permit an Acorda representative to accompany the Representatives on such Details. (d) At the request of Cardinal Health, Acorda Millennium shall provide Cardinal Health, Health without cost, cost with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. In light of the at risk fee arrangement contemplated by this Agreement, Acorda shall use its reasonable commercial efforts to maintain and supply Product Promotional Materials for the Representatives to perform Details in accordance with the SOPs. For avoidance of doubt, Acorda shall be deemed to have used reasonable commercial efforts as described in the preceding sentence if its failure to maintain and supply Product Promotional Materials arises from problems in the production or delivery of Product Promotional Materials or delay in or lack of approval by a third party, including, without limitation, FDA. Acorda Millennium shall be solely responsible for the preparation, content content, and method of distribution of the Product Promotional Materials. Acorda or its distributor shall be responsible for distributing Materials and the Product samples Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. directly to the Representatives, as described in Article VIILabeling. In connection with the Detailing of the Product(s)Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by AcordaMillennium; and under no circumstances shall Cardinal Health or the Representatives develop, create, or use any other promotional material or literature, or materials or other promotional materials of any kind, literature for the Detailing of the Product(s)Products. Acorda will coordinate with Cardinal Health to replenish supplies of Product Promotional Material when depleted. Acorda Millennium shall advise Cardinal Health immediately of any inaccuracy or incompleteness of the Product Promotional MaterialsMaterials or the Product Labeling, and upon such notice Cardinal Health and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by Acorda, and either destroy or return such Product Promotional Materials Millennium. MILLENNIUM will require that all material be returned to Acorda, at Acorda’s instruction and expenseMILLENNIUM to be destroyed. (e) Cardinal Health shall instruct the Representatives to limit their verbal statements and claims regarding the Product(s)Products, including but not limited to statements regarding efficacy and safety, to those authorized by Acorda (as specified during the Acorda Training Program) and that are consistent with the Product Labeling (or product monograph per drug facts panel) and the Product Promotional Materials. The Representatives shall not add, delete delete, or modify Acorda’s approved claims of efficacy or safety in the Detailing of the Product(s)Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall not make any disparaging, untrue untrue, or misleading statements about Acorda or any of Millennium or its Affiliates, employees, competitors competitors, or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. Representatives shall Detail the Product(s) Products in strict adherence to all Lawsapplicable laws, SOPs regulations, and all written instructions agreed upon by the parties in writing at any time during the course of the Programprofessional requirements, whether presented during the Acorda Training Program (as defined below)including, during any follow-up training, or at any other time (collectivelybut not limited to, the “Written Instructions”). Cardinal Health shall not unreasonably withhold or delay its approval Act, the Medicare and implementation of any reasonable written instructions proposed by Acorda andMedicaid Anti-Kickback Statute, in and the case of instructions that relate American Medical Association Gifts to the Product, Cardinal Health shall timely implement all reasonable written instructions proposed by Acorda. Acorda shall ensure that all the Written Instructions comply with all applicable Laws; Cardinal Health shall ensure that all SOPs comply with all applicable LawsPhysicians from Industry Guidelines. (f) The Representatives shall remain under the direct authority and control of Cardinal Health, but shall cooperate with Acorda the members of Millennium and shall follow the receive advice and direction related to Detail activities on the Product(s) Products from Acorda Millennium and Cardinal Health mutually. Acorda Millennium shall make all decisions with respect to the overall strategy in connection with the Detailing of the Product(s) Products to the Target Customers. Any Acorda Millennium personnel interacting with Cardinal Health Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. (g) Cardinal Health shall at its sole cost and expense supply Representatives and Managers with fleet vehicles for their use in performing and supervising the Detailing. Acorda Millennium shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses of Representatives and Managers in connection with Acorda Training Program training programs and the POA meetings (as defined in Article VI) if such programs and meetings have been approved in Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. advance in writing by AcordaMillennium. Acorda Millennium and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph 2.3(g) for each Sub-Territory, and Cardinal Health shall obtain prior written approval for any such costs or expenses that exceed the budget. (h) Acorda Millennium shall periodically provide Cardinal Health with data on Product sales in the Territory during the Term as of this Agreement for Cardinal Health’s 's use in performing this Agreement. Acorda shall also provide Cardinal Health with such other sales and marketing information concerning the Product(s) as Acorda shall deem appropriate, in its sole discretion. Any information which Acorda elects to share with Cardinal Health Millennium' obligations under this Section 2.3(h) shall be limited to provision of such information only to the extent allowable under Acorda’s Millennium' agreements with third parties providing such information to AcordaMillennium. All information provided by AcordaMillennium, its officers, agents or representatives shall be deemed Confidential Information belonging to Acorda Millennium and shall be treated in accordance with Article 13 hereof. (i) Unless otherwise approved in writing by Acorda, the Representatives and Managers shall not invite any Target Customer, or any member of his or her staff or any other health care professional, to any promotional or educational events or activities, or provide any meals, trips or entertainment, or provide any gifts or remuneration in any form, kind or amount to any of them. In the event Acorda hereafter authorizes the Representatives as a group to engage in such promotional or educational activities, Acorda shall so inform Cardinal Health in writing and establish policies, guidelines, training requirements and budgets that must be observed in conducting such activities and agreed to by Cardinal Health.

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health Vendor will recruit, interview and hire as its employees, the Representatives. Vendor will use its best efforts to ensure that Representatives have experience in the medical/pharmaceutical industry, preferably with a sonography background and experience in performing cardiac sonography in a hospital setting; prior experience and training in ultrasound equipment sales preferred; or such other sales experience deemed mutually acceptable by Company and Vendor. The Representatives shall have a minimum of a four (4) year degree from a college or university, professional in manner and appearance, and shall be hired in accordance with all applicable state and federal laws. Each Representative shall have a valid driver's license for purposes of performing his/her obligations under this Agreement. Vendor shall use its best efforts to ensure that the Representatives have satisfactory references from prior employers. Vendor shall have the sole authority to reject any applicant for employment as a Representative. Company may, at its sole cost and expense, participate with Vendor in the interviewing of Representatives; provided, however, in the event that Vendor rejects an applicant for Representative and thereafter hires such applicant at the request of Company, Company shall indemnify and hold Vendor harmless from any Damages (as defined in Section 16.1) arising as a result of such Representative's breach of this Agreement, or any wrongful or negligent acts or omissions. (b) Vendor shall have sole and exclusive authority to discipline or terminate the employment of Cardinal Representatives and Representatives. Company may reasonably request that a Representative be terminated or reassigned if such Representative's activities or conduct are not adequately achieving the Managers. At Acorda’s requestperformance goals of the Product, Cardinal Health shall cause any Cardinal or if the Representative to immediately cease Detailing the Product based on substantial non-performance or non-insignificant compliance violations as evidenced in performance evaluations or a finding of non-compliance with the terms of this Agreement (including but not limited to, failure to follow Detailing procedures, fails to comply with Laws all applicable laws, regulations, and Company requirements for Detailing the Product. Vendor shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is in accordance with Vendor's policies and procedures, as determined by Vendor's human resources manager. In the event Vendor determines that its policies and procedures or SOPs, applicable laws prohibit the termination or to follow Acorda’s Written Instructions). Cardinal shall either substitute a new Representative to replace any disqualified Representative or re-assign the Sub-Territory of other Representatives in order to ensure that the Target Customers reassignment of any disqualified Representative are Detailed so requested by other Representatives. Cardinal Company, it shall ensure that no substitute Representative shall commence Detailing without completing the training required under Article VInotify Company of such determination and submit a corrective action plan for Company approval. (bc) Cardinal Health Vendor shall cause each Representative and Manager to attend and successfully complete the Acorda Training Program (as defined in Section 6.1) (including but not limited to training sessions to be conducted by Acorda Company for each of the Product(s)) and pass the proficiency test specified in Section 6.1(b), Products prior to participating in the Program. Cardinal Any such Representative who does not successfully complete all such requirements shall be responsible for ensuring that any removed and replaced by another Representative or Manager who has not successfully completed all shall comply with such training requirements shall not Detail the Product(s) or supervise the sales force (as applicable). (c) Cardinal Health’s district Managers shall periodically accompany Representatives on Details, conduct field evaluations of the Representatives and the Program, including time supervision, Territory management and reporting, and provide a copy of all such evaluations to Acorda’s coordinator of the Program (or other Acorda representative). At Acorda’s request, Cardinal Health shall be available to discuss the evaluations with Acorda, and permit an Acorda representative to accompany the Representatives on Detailsrequirements. (d) At the request of Cardinal Health, Acorda Company shall provide Cardinal Health, Vendor without cost, cost with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. In light of the at risk fee arrangement contemplated by this Agreement, Acorda shall use its reasonable commercial efforts to maintain and supply Product Promotional Materials for the Representatives to perform Details in accordance with the SOPs. For avoidance of doubt, Acorda shall be deemed to have used reasonable commercial efforts as described in the preceding sentence if its failure to maintain and supply Product Promotional Materials arises from problems in the production or delivery of Product Promotional Materials or delay in or lack of approval by a third party, including, without limitation, FDA. Acorda Company shall be solely responsible for the preparation, content content, and method of distribution of the Product Promotional Materials. Acorda or its distributor shall be responsible for distributing Materials and the Product samples Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. directly to the Representatives, as described in Article VIILabeling. In connection with the Detailing of the Product(s)Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by AcordaCompany; and under no circumstances shall Cardinal Health Vendor or the Representatives develop, create, or use any other promotional material or literature, or materials or other promotional materials of any kind, literature for the Detailing of the Product(s)Products. Acorda will coordinate with Cardinal Health to replenish supplies of Product Promotional Material when depleted. Acorda Company shall advise Cardinal Health Vendor immediately of any inaccuracy or incompleteness of the Product Promotional MaterialsMaterials or the Product Labeling, and upon such notice Cardinal Health notice, Vendor and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by Acorda, and either destroy or return such Product Promotional Materials to Acorda, at Acorda’s instruction and expenseCompany. (e) Cardinal Health Vendor shall instruct the Representatives to limit their verbal statements and claims regarding the Product(s)Products, including but not limited to statements regarding efficacy and safety, to those authorized by Acorda (as specified during the Acorda Training Program) and that are consistent with the Product Labeling and the Product Promotional Materials. The Representatives shall not add, delete delete, or modify Acorda’s approved claims of efficacy or safety in the Detailing of the Product(s)Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall utilize only printed materials provided by Company. Representatives shall not make any disparaging, untrue untrue, or misleading statements about Acorda or any of Company or its Affiliates, employees, competitors competitors, or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. Representatives shall Detail the Product(s) Products in strict adherence to all Lawsapplicable laws, SOPs regulations, and all written instructions agreed upon by the parties in writing at any time during the course of the Programprofessional requirements, whether presented during the Acorda Training Program (as defined below)including, during any follow-up training, or at any other time (collectivelybut not limited to, the “Written Instructions”). Cardinal Health shall not unreasonably withhold or delay its approval Act, the Medicare and implementation of any reasonable written instructions proposed by Acorda andMedicaid Anti-Kickback Statute, in and the case of instructions that relate American Medical Association Gifts to the Product, Cardinal Health shall timely implement all reasonable written instructions proposed by Acorda. Acorda shall ensure that all the Written Instructions comply with all applicable Laws; Cardinal Health shall ensure that all SOPs comply with all applicable LawsPhysicians from Industry Guidelines. (f) The Representatives shall remain under the direct authority and control of Cardinal HealthVendor, but shall cooperate with Acorda the members of Company and shall follow the receive advice and direction related to Detail activities on the Product(s) Products from Acorda Company and Cardinal Health mutuallyVendor mutually through the JCC. Acorda Company shall make all decisions with respect to the overall strategy in connection with the Detailing of the Product(s) to the Target CustomersProducts. Any Acorda Company personnel interacting with Cardinal Health Vendor Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. Company shall provide Vendor with copies of all reports, memoranda, audits and other data it develops pertaining to the Representatives, Detailing, and the Program within fifteen (15) days of the preparation of such documents. Provided, however, that any such documents claiming negligent or wrongful acts or omissions of Representatives shall, as provided in Section 2.5, be sent to Vendor as promptly as practicable. (g) Cardinal Health Vendor shall at its sole cost and expense supply Representatives and Managers with fleet vehicles a vehicle allowance (to be mutually agreed to by Company) for their use in performing and supervising the Detailing. Acorda , and Company shall reimburse Cardinal Health Vendor for such vehicle allowance. Company shall reimburse Vendor for all reasonable out-of-pocket costs and expenses of Representatives and Managers in connection with Acorda Training Program and the POA meetings Territory Operating Expenses (as defined in Article VI) if such programs and meetings have been approved in Certain portions of this Exhibit have been omitted pursuant Schedule 3.1). All Territory Operating Expenses shall be subject to a request for confidentiality. Such omitted portions, which are marked with brackets [ [CONFIDENTIAL TREATMENT REQUESTED] and an asterisk*, have been separately filed with the Commission. advance in writing by Acorda. Acorda and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph 2.3(g) for each Sub-Territory, and Cardinal Health shall obtain prior written approval for any such costs or expenses that exceed the budgetadministrative fee as further set forth on Schedule 3.1. (h) Acorda Company shall periodically provide Cardinal Health Vendor with a list of Target Customers in the Territory and with data on Product sales in the Territory during the Term as of this Agreement for Cardinal Health’s Vendor's use in performing this Agreement. Acorda Company shall also provide Cardinal Health Vendor with such other sales and marketing information concerning the Product(s) as Acorda Products that is obtained or prepared during the term of this Agreement. Upon the request of Company, Vendor will purchase customer lists and other data; provided, however, Company shall deem appropriate, in its sole discretion. Any information which Acorda elects to share reimburse Vendor for the costs associated with Cardinal Health under this Section 2.3(h) shall be limited to provision of such information only to the extent allowable under Acorda’s agreements with third parties providing such information to Acorda. All information provided by Acorda, its officers, agents or representatives shall be deemed Confidential Information belonging to Acorda and shall be treated in accordance with Article 13 hereofpurchase(s). (i) Unless otherwise approved in writing Representatives shall comply with Company's drug policy, a copy of which is attached hereto and incorporated by Acorda, the Representatives and Managers shall not invite any Target Customer, or any member of his or her staff or any other health care professional, to any promotional or educational events or activities, or provide any meals, trips or entertainment, or provide any gifts or remuneration in any form, kind or amount to any of them. In the event Acorda hereafter authorizes the Representatives reference herein as a group to engage in such promotional or educational activities, Acorda shall so inform Cardinal Health in writing and establish policies, guidelines, training requirements and budgets that must be observed in conducting such activities and agreed to by Cardinal HealthSchedule 2.3(i).

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health Atley shall maintain a minimum of forty (40) trained full-time Representatives to Detail the Cornerstone Product to Target Physicians. Atley shall be solely responsible for all costs associated with the Program. Atley shall put a high priority on the Cornerstone Product with Target Physicians and this priority will be reflected in the sales compensation opportunity that a Representative and Manager shall have sole and exclusive authority for the Cornerstone Product when compared to discipline or terminate the employment of Cardinal Representatives and the Managers. At Acorda’s request, Cardinal Health shall cause any Cardinal Representative to immediately cease Detailing the Product based on substantial non-performance or non-insignificant compliance violations as evidenced in performance evaluations or a finding of non-compliance with the terms of this Agreement (including but not limited to, failure to follow Detailing procedures, to comply with Laws or SOPs, or to follow Acorda’s Written Instructions). Cardinal shall either substitute a new Representative to replace any disqualified Representative or re-assign the Sub-Territory of other Representatives in order to ensure products that the Target Customers Representative will be Detailing. The cost of new Cornerstone Product Promotional Materials actually used by Atley shall be deducted from amounts payable to Atley pursuant to Article III, with any disqualified Representative are Detailed remaining amounts payable by other RepresentativesAtley pursuant to this Section 2.1 at actual cost. Cardinal shall ensure that no substitute Representative shall commence Detailing without completing Notwithstanding the training required under Article VIforegoing, Cornerstone agrees to contribute to Atley the Cornerstone Promotional Material Inventory set forth in Exhibit A attached hereto. (b) Cardinal Health shall cause each Representative and Manager to attend and successfully complete the Acorda Training Program (as defined in Section 6.1) (including but not limited to training sessions to be conducted by Acorda for each of the Product(s)) and pass the proficiency test specified in Section 6.1(b), prior to participating in the Program. Cardinal Cornerstone shall be responsible solely for ensuring that any Representative or Manager who has not successfully completed all such training requirements shall not Detail the Product(s) or supervise cost of development, the sales force (as applicable). (c) Cardinal Health’s district Managers shall periodically accompany Representatives on Details, conduct field evaluations determination of the Representatives content, and the Program, including time supervision, Territory management and reporting, and provide a copy of all such evaluations to Acorda’s coordinator of the Program (or other Acorda representative). At Acorda’s request, Cardinal Health shall be available to discuss the evaluations with Acorda, and permit an Acorda representative to accompany the Representatives on Details. (d) At the request of Cardinal Health, Acorda shall provide Cardinal Health, without cost, with Product Promotional Materials for the performance and supervision of Detailing. In light of the at risk fee arrangement contemplated by this Agreement, Acorda shall use its reasonable commercial efforts to maintain and supply Product Promotional Materials for the Representatives to perform Details in accordance with the SOPs. For avoidance of doubt, Acorda shall be deemed to have used reasonable commercial efforts as described in the preceding sentence if its failure to maintain and supply Product Promotional Materials arises from problems in the production or delivery of Product Promotional Materials or delay in or lack of approval by a third party, including, without limitation, FDA. Acorda shall be solely responsible for the preparation, content and method of distribution of the Cornerstone Product Promotional Materials. Acorda or its distributor shall be responsible for distributing the Product samples Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. directly to the Representatives, as described in Article VII. In connection with the Detailing of the Product(s)Cornerstone Product, the Representatives shall use only the Cornerstone Product Labeling and the Cornerstone Product Promotional Materials provided by AcordaCornerstone; and under no circumstances shall Cardinal Health Atley or the Representatives independently develop, create, create or use any other promotional material or literature, or materials or other promotional materials of any kind, literature for the Detailing of the Product(s). Acorda will coordinate with Cardinal Health to replenish supplies of Product Promotional Material when depleted. Acorda shall advise Cardinal Health immediately of any inaccuracy or incompleteness Cornerstone Product. (c) All copyright and other intellectual property rights of the Cornerstone Product Promotional MaterialsLabeling, and upon such notice Cardinal Health the Cornerstone Product Training Materials and the Representatives shall immediately cease the use of any portion or all of the Cornerstone Product Promotional Materials so identified by Acorda, and either destroy or return such Product Promotional Materials to Acorda, at Acorda’s instruction and expenseshall remain vested in Cornerstone. (ed) Cardinal Health Atley shall instruct the Representatives to limit their verbal statements and claims regarding the Product(s)Cornerstone Product, including but not limited to statements regarding efficacy and safety, to those authorized by Acorda (as specified during the Acorda Training Program) and that are consistent with the Cornerstone Product Labeling, the Cornerstone Product Training Materials and the Cornerstone Product Promotional Materials. The Representatives shall not add, delete or modify Acorda’s approved claims of efficacy or safety in the Detailing of the Product(s), Cornerstone Product nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Cornerstone Product Promotional Materials. Representatives shall not make any disparaging, untrue or misleading statements about Acorda or any of its Affiliates, employees, competitors or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. The Representatives shall Detail the Product(s) Cornerstone Product in strict adherence to regulatory and professional requirements, and to all Applicable Laws, SOPs and all written instructions agreed upon by the parties in writing at any time during the course of the Program, whether presented during the Acorda Training Program (as defined below), during any follow-up training, or at any other time (collectively, the “Written Instructions”). Cardinal Health shall including but not unreasonably withhold or delay its approval and implementation of any reasonable written instructions proposed by Acorda and, in the case of instructions that relate limited to the Product, Cardinal Health shall timely implement all reasonable written instructions proposed by Acorda. Acorda shall ensure that all Act and the Written Instructions comply with all applicable Laws; Cardinal Health shall ensure that all SOPs comply with all applicable LawsAmerican Medical Association Gifts to Physicians from Industry Guidelines. (fe) The Representatives shall remain under the direct authority and control of Cardinal Health, but the Managers and shall cooperate with Acorda the representatives of Cornerstone. (f) Atley shall ensure that the Representatives and shall follow the advice and direction related to Detail activities on the Product(s) from Acorda and Cardinal Health mutually. Acorda shall make all decisions with respect to the overall strategy Managers will be eligible for a sales compensation plan in connection with the Detailing Program. The sales compensation plan shall be comparable to that of other high priority products promoted by Representatives. Representatives shall receive sales compensation equal to [***] percent ([***]%) of the Product(s) to Commission Base Price for the Target Customers. Any Acorda personnel interacting with Cardinal Health Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. (g) Cardinal Health shall at its sole cost and expense supply Representatives and Managers with fleet vehicles for their use in performing and supervising the Detailing. Acorda shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses of Representatives and Managers in connection with Acorda Training Program and the POA meetings (as defined in Article VI) if such programs and meetings have been approved in Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portionsCornerstone Product, which are marked with brackets [ ] and an asterisk*, have been separately filed with is the Commission. advance in writing by Acorda. Acorda and Cardinal Health shall establish a mutually acceptable budget same as they would receive for the costs and expenses referenced in this subparagraph 2.3(g) for each Sub-Territory, and Cardinal Health shall obtain prior written approval for any such costs or expenses that exceed the budgetother products Detailed. (h) Acorda shall periodically provide Cardinal Health with data on Product sales in the Territory during the Term as of this Agreement for Cardinal Health’s use in performing this Agreement. Acorda shall also provide Cardinal Health with such other sales and marketing information concerning the Product(s) as Acorda shall deem appropriate, in its sole discretion. Any information which Acorda elects to share with Cardinal Health under this Section 2.3(h) shall be limited to provision of such information only to the extent allowable under Acorda’s agreements with third parties providing such information to Acorda. All information provided by Acorda, its officers, agents or representatives shall be deemed Confidential Information belonging to Acorda and shall be treated in accordance with Article 13 hereof. (i) Unless otherwise approved in writing by Acorda, the Representatives and Managers shall not invite any Target Customer, or any member of his or her staff or any other health care professional, to any promotional or educational events or activities, or provide any meals, trips or entertainment, or provide any gifts or remuneration in any form, kind or amount to any of them. In the event Acorda hereafter authorizes the Representatives as a group to engage in such promotional or educational activities, Acorda shall so inform Cardinal Health in writing and establish policies, guidelines, training requirements and budgets that must be observed in conducting such activities and agreed to by Cardinal Health.

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health Vendor will recruit, interview and hire as its employees, the Representatives. Vendor will use its best efforts to ensure that Representatives have experience in the medical/pharmaceutical industry, preferably with a sonography background and experience in performing cardiac sonography in a hospital setting; prior experience and training in ultrasound equipment sales preferred; or such other sales experience deemed mutually acceptable by Company and Vendor. The Representatives shall have a minimum of a four (4) year degree from a college or university, professional in manner and appearance, and shall be hired in accordance with all applicable state and federal laws. Each Representative shall have a valid driver’s license for purposes of performing his/her obligations under this Agreement. Vendor shall use its best efforts to ensure that the Representatives have satisfactory references from prior employers. Vendor shall have the sole authority to reject any applicant for employment as a Representative. Company may, at its sole cost and expense, participate with Vendor in the interviewing of Representatives; provided, however, in the event that Vendor rejects an applicant for Representative and thereafter hires such applicant at the request of Company, Company shall indemnify and hold Vendor harmless from any Damages (as defined in Section 16.1) arising as a result of such Representative’s breach of this Agreement, or any wrongful or negligent acts or omissions. (b) Vendor shall have sole and exclusive authority to discipline or terminate the employment of Cardinal Representatives and Representatives. Company may reasonably request that a Representative be terminated or reassigned if such Representative’s activities or conduct are not adequately achieving the Managers. At Acorda’s requestperformance goals of the Product, Cardinal Health shall cause any Cardinal or if the Representative to immediately cease Detailing the Product based on substantial non-performance or non-insignificant compliance violations as evidenced in performance evaluations or a finding of non-compliance with the terms of this Agreement (including but not limited to, failure to follow Detailing procedures, fails to comply with Laws all applicable laws, regulations, and Company requirements for Detailing the Product. Vendor shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is in accordance with Vendor’s policies and procedures, as determined by Vendor’s human resources manager. In the event Vendor determines that its policies and procedures or SOPs, applicable laws prohibit the termination or to follow Acorda’s Written Instructions). Cardinal shall either substitute a new Representative to replace any disqualified Representative or re-assign the Sub-Territory of other Representatives in order to ensure that the Target Customers reassignment of any disqualified Representative are Detailed so requested by other Representatives. Cardinal Company, it shall ensure that no substitute Representative shall commence Detailing without completing the training required under Article VInotify Company of such determination and submit a corrective action plan for Company approval. (bc) Cardinal Health Vendor shall cause each Representative and Manager to attend and successfully complete the Acorda Training Program (as defined in Section 6.1) (including but not limited to training sessions to be conducted by Acorda Company for each of the Product(s)) and pass the proficiency test specified in Section 6.1(b), Products prior to participating in the Program. Cardinal Any such Representative who does not successfully complete all such requirements shall be responsible for ensuring that any removed and replaced by another Representative or Manager who has not successfully completed all shall comply with such training requirements shall not Detail the Product(s) or supervise the sales force (as applicable). (c) Cardinal Health’s district Managers shall periodically accompany Representatives on Details, conduct field evaluations of the Representatives and the Program, including time supervision, Territory management and reporting, and provide a copy of all such evaluations to Acorda’s coordinator of the Program (or other Acorda representative). At Acorda’s request, Cardinal Health shall be available to discuss the evaluations with Acorda, and permit an Acorda representative to accompany the Representatives on Detailsrequirements. (d) At the request of Cardinal Health, Acorda Company shall provide Cardinal Health, Vendor without cost, cost with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. In light of the at risk fee arrangement contemplated by this Agreement, Acorda shall use its reasonable commercial efforts to maintain and supply Product Promotional Materials for the Representatives to perform Details in accordance with the SOPs. For avoidance of doubt, Acorda shall be deemed to have used reasonable commercial efforts as described in the preceding sentence if its failure to maintain and supply Product Promotional Materials arises from problems in the production or delivery of Product Promotional Materials or delay in or lack of approval by a third party, including, without limitation, FDA. Acorda Company shall be solely responsible for the preparation, content content, and method of distribution of the Product Promotional Materials. Acorda or its distributor shall be responsible for distributing Materials and the Product samples Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. directly to the Representatives, as described in Article VIILabeling. In connection with the Detailing of the Product(s)Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by AcordaCompany; and under no circumstances shall Cardinal Health Vendor or the Representatives develop, create, or use any other promotional material or literature, or materials or other promotional materials of any kind, literature for the Detailing of the Product(s)Products. Acorda will coordinate with Cardinal Health to replenish supplies of Product Promotional Material when depleted. Acorda Company shall advise Cardinal Health Vendor immediately of any inaccuracy or incompleteness of the Product Promotional MaterialsMaterials or the Product Labeling, and upon such notice Cardinal Health notice, Vendor and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by Acorda, and either destroy or return such Product Promotional Materials to Acorda, at Acorda’s instruction and expenseCompany. (e) Cardinal Health Vendor shall instruct the Representatives to limit their verbal statements and claims regarding the Product(s)Products, including but not limited to statements regarding efficacy and safety, to those authorized by Acorda (as specified during the Acorda Training Program) and that are consistent with the Product Labeling and the Product Promotional Materials. The Representatives shall not add, delete delete, or modify Acorda’s approved claims of efficacy or safety in the Detailing of the Product(s)Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall utilize only printed materials provided by Company. Representatives shall not make any disparaging, untrue untrue, or misleading statements about Acorda or any of Company or its Affiliates, employees, competitors competitors, or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. Representatives shall Detail the Product(s) Products in strict adherence to all Lawsapplicable laws, SOPs regulations, and all written instructions agreed upon by the parties in writing at any time during the course of the Programprofessional requirements, whether presented during the Acorda Training Program (as defined below)including, during any follow-up training, or at any other time (collectivelybut not limited to, the “Written Instructions”). Cardinal Health shall not unreasonably withhold or delay its approval Act, the Medicare and implementation of any reasonable written instructions proposed by Acorda andMedicaid Anti-Kickback Statute, in and the case of instructions that relate American Medical Association Gifts to the Product, Cardinal Health shall timely implement all reasonable written instructions proposed by Acorda. Acorda shall ensure that all the Written Instructions comply with all applicable Laws; Cardinal Health shall ensure that all SOPs comply with all applicable LawsPhysicians from Industry Guidelines. (f) The Representatives shall remain under the direct authority and control of Cardinal HealthVendor, but shall cooperate with Acorda the members of Company and shall follow the receive advice and direction related to Detail activities on the Product(s) Products from Acorda Company and Cardinal Health mutuallyVendor mutually through the JCC. Acorda Company shall make all decisions with respect to the overall strategy in connection with the Detailing of the Product(s) to the Target CustomersProducts. Any Acorda Company personnel interacting with Cardinal Health Vendor Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. Company shall provide Vendor with copies of all reports, memoranda, audits and other data it develops pertaining to the Representatives, Detailing, and the Program within fifteen (15) days of the preparation of such documents. Provided, however, that any such documents claiming negligent or wrongful acts or omissions of Representatives shall, as provided in Section 2.5, be sent to Vendor as promptly as practicable. (g) Cardinal Health Vendor shall at its sole cost and expense supply Representatives and Managers with fleet vehicles a vehicle allowance (to be mutually agreed to by Company) for their use in performing and supervising the Detailing. Acorda , and Company shall reimburse Cardinal Health Vendor for such vehicle allowance. Company shall reimburse Vendor for all reasonable out-of-pocket costs and expenses of Representatives and Managers in connection with Acorda Training Program and the POA meetings Territory Operating Expenses (as defined in Article VI) if such programs and meetings have been approved in Certain portions of this Exhibit have been omitted pursuant Schedule 3.1). All Territory Operating Expenses shall be subject to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. advance in writing by Acorda. Acorda and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph 2.3(gfive percent (5%) for each Sub-Territory, and Cardinal Health shall obtain prior written approval for any such costs or expenses that exceed the budgetadministrative fee as further set forth on Schedule 3.1. (h) Acorda Company shall periodically provide Cardinal Health Vendor with a list of Target Customers in the Territory and with data on Product sales in the Territory during the Term as of this Agreement for Cardinal HealthVendor’s use in performing this Agreement. Acorda Company shall also provide Cardinal Health Vendor with such other sales and marketing information concerning the Product(s) as Acorda Products that is obtained or prepared during the term of this Agreement. Upon the request of Company, Vendor will purchase customer lists and other data; provided, however, Company shall deem appropriate, in its sole discretion. Any information which Acorda elects to share reimburse Vendor for the costs associated with Cardinal Health under this Section 2.3(h) shall be limited to provision of such information only to the extent allowable under Acorda’s agreements with third parties providing such information to Acorda. All information provided by Acorda, its officers, agents or representatives shall be deemed Confidential Information belonging to Acorda and shall be treated in accordance with Article 13 hereofpurchase(s). (i) Unless otherwise approved in writing Representatives shall comply with Company’s drug policy, a copy of which is attached hereto and incorporated by Acorda, the Representatives and Managers shall not invite any Target Customer, or any member of his or her staff or any other health care professional, to any promotional or educational events or activities, or provide any meals, trips or entertainment, or provide any gifts or remuneration in any form, kind or amount to any of them. In the event Acorda hereafter authorizes the Representatives reference herein as a group to engage in such promotional or educational activities, Acorda shall so inform Cardinal Health in writing and establish policies, guidelines, training requirements and budgets that must be observed in conducting such activities and agreed to by Cardinal HealthSchedule 2.3(i).