definiens: ) and to maintain that percentage of Planned Details during the Term . means, for the Option Exercise Year, the number of Details that are then - planned to be performed byGSK for Ivory in the applicable [ * ] in the Option Exercise Year ( or, if there is no number ofDetails for the full Option Exercise Year as of the date of the delivery of the Opt - In Notice, it will be theactual number of Details performed by [COMPANY] for Ivory in the applicable [ * ] in the Option Exercise Year ) ( suchthen - planned or actual number of Details, as applicable, the ), and for subsequent years tothe Option Exercise Year means the greater of the Baseline Details for the applicable [ * ] or the number ofDetails agreed by the ECC to be provided by [COMPANY] for Ivory in the applicable [ * ] for the applicable year . Foreach co - promotion year, the ECC will establish a planned number of Details by [COMPANY] for Ivory in theapplicable [ * ], consistent with the Expansion Brand Plan . [COMPANY] will exercise the Option by delivering [ * ] prior written notice and such notice will indicate the percentage of Planned Details [COMPANY] desires to conductin the applicable [ * ] ( the ) . In addition, beginning on the Opt - In Date, at [COMPANY] ’s request, [COMPANY] and [COMPANY] will cooperate to increase [COMPANY] ’s commercial operational responsibility for activitiesrelated to Ivory in such [ * ] . Promptly after delivery of the Opt - In Notice, the ECC will meet to discussamending the then - current Expansion Brand Plan for the applicable [ * ] to include ( a ) the specific Detailingresponsibilities of [COMPANY], and ( b ) alignment between the Parties in the conduct of their commercial activitiesin such [ * ] . The ECC will also agree on a baseline sales forecast for Ivory in the [ * ] ( the ), whichwill be based upon the expected sales forecast for the Option Exercise Year ( which, if not a calendar year, willbe a twelve ( 12 ) month period comprising a portion of each of two calendar years ) in the then - currentExpansion Brand Plan ; provided, that if the Party ’s respective members of the ECC can not mutually agreethat the then - current Expansion Brand Plan forecast or an alternative forecast is an appropriate Baseline, thenthe Baseline will be an amount equal to [ * ] . [COMPANY] ’s sales representatives will use Commercially ReasonableEfforts to Detail Ivory in each such [ * ] and will perform such Details in accordance with the applicableExpansion Brand Plan, this Agreement, accepted national and international pharmaceutical industry codes ofpractices in and for the Expansion Territory, and all Applicable Law . The allocation of operationalresponsibility for commercialization activities hereunder as well as the conduct of such activities by theParties will be subject to comprehensive discussion by the 23 ECC and ESC, as applicable, where each Party will consider the input of the other with respect to the conductof such activities . The commercial activities will be allocated between the Parties taking into consideration allrelevant factors, including the capabilities of each Party to deliver the highest quality product in the mostcost - effective manner, without duplication of efforts between the Parties . [COMPANY] may terminate or reduce itsco - promotion activities under this Section 12.8.1 ( Option ) in any [ * ] on no less than [ * ] prior written notice, unless otherwise agreed by the Parties ; provided, that if [COMPANY] opts to terminate or reduce its co - promotionactivities in a [ * ], it will not have the right to resume or increase such activities in such [ * ] thereafter, withoutGSK ’s prior consent