Other Development. Sanofi shall have the
sole right to conduct any further Development (including clinical trials) on the
Product in the Field in the Sanofi Territory, at its sole discretion. Sanofi
shall be responsible for all of its costs in connection with any further
Development activities that it conducts, unless otherwise mutually agreed by the
Parties.
*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS
REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
16
4.2
Commercialization - General.
Subject to the terms of
this Agreement, Sanofi shall have sole responsibility and decision-making
authority for Commercialization activities for the Sanofi Territory. Sanofi
shall be responsible for all costs and expenses associated with such
Commercialization activities.
4.3
Diligent Commercialization by Sanofi.
Sanofi, itself
or through its Affiliates or sublicensees, shall use Commercially Reasonable
Efforts to seek Regulatory Approval for and Commercialize the Product in the
Core Indication in the Sanofi Territory and to launch the Product in each of the
Major Market Countries within a period of six (6) months following Regulatory
Approval in such country.
4.4
Sales Force.
(a)
General. Sanofi shall at all times during
the Term maintain a Sales Force containing a reasonable number of sales
representatives in order to meet Sanofi's obligations under Section 4.4.
The
Sales Force may consist of employees of Sanofi or a contract sales force (or a
combination thereof); provided that Sanofi shall remain responsible for the
management, supervision, and performance of such contract sales force.
(b)
Qualifications.
Unless otherwise agreed by
the Parties, Sanofi shall subject the members of its Sales Force to
substantially the same minimum qualifications that it applies to its sales
forces for its other products in the Sanofi Territory.
(c)
Compensation.
Sanofi shall be solely
responsible for all costs and expenses of recruiting, hiring, maintaining and
compensating its Sales Force, including salaries, benefits and incentive
compensation, provided that (i) the compensation structure for the Sales Force
shall include elements that are tied to effective Promotion of Product; and
(ii) the incentive compensation for the Sales Force shall not be structured in a
manner that would reasonably be expected to inappropriately motivate such
individuals to engage in the improper Detailing, Promotion, or sales of Product.
4.5
Promotional Materials.
(a)
Sanofi shall be responsible, at its expense,
for preparing and producing the Promotional Materials.
The Promotional
Materials used by Sanofi or its Affiliates or sublicensees in a particular
market in the Sanofi Territory shall be consistent with any Regulatory Approval
in the Sanofi Territory that is applicable to such market and shall in any event
comply with Applicable Law.
(b)
Sanofi shall be solely responsible for
timely submitting, as applicable, any Promotional Materials to Regulatory
Authorities in the Sanofi Territory (including any applicable governmental
authorities in individual countries in the Sanofi Territory).
Sanofi shall use
and distribute the Promotional Materials in accordance with the terms of this