ANNUAL PLAN SHALL SET FORTH THE MANNER IN WHICH THE PRODUCT IS TO
BE PROMOTED BY WATSON IN THE TERRITORY WITHIN THE FIELD DURING THE PERIOD TO
WHICH THE ANNUAL PLAN RELATES AND SHALL INCLUDE, AT A MINIMUM:
(I)
THE ANTICIPATED NUMBER OF QUARTERLY AND ANNUAL P1 DETAILS AND P2
DETAILS TO BE PROVIDED BY THE WATSON SALES FORCE;
(II)
PHARMACY EFFORTS;
(III)
ANY TRAINING AND/OR SAMPLING PROGRAMS TO BE CONDUCTED;
(IV)
MEDICAL EDUCATION PROGRAMS TO BE CONDUCTED;
(V)
PLANNED PUBLIC RELATIONS ACTIVITIES;
(VI)
SAMPLE FORECASTS AND DELIVERY SCHEDULES;
(VII)
VOUCHER OR CO-PAY ASSISTANCE PLANS;
(VIII)
FORMAT AND QUANTITY OF SALES, MARKETING AND EDUCATIONAL MATERIALS
(IX)
CONVENTION SCHEDULE;
(X)
MARKETING PLANS AND STRATEGIES FOR THE CHANNEL AND OTHER MANAGED
MARKETS, AND FOR TRADE; AND
(XI)
ANY NON-PERSONAL PROMOTION (INCLUDING, BUT NOT LIMITED TO,
E-DETAILING, E-SAMPLING, DIRECT MAIL, AND TELEMARKETING).
(B)
THE JSC SHALL USE ALL REASONABLE EFFORTS TO APPROVE EACH ANNUAL
PLAN NOT LATER THAN NOVEMBER 1 OF EACH PRECEDING CALENDAR YEAR.
(C)
EACH PARTY WILL BEAR ITS OWN OPERATING EXPENSES ASSOCIATED WITH
THE PRODUCT AND PROMOTION THEREOF, INCLUDING ALL PERSONNEL, GENERAL AND
ADMINISTRATIVE AND OVERHEAD COSTS. WATSON WILL BEAR ALL WATSON SALES FORCE
EXPENSES. DEPOMED WILL BEAR ALL COSTS ASSOCIATED WITH MAINTAINING AND CONTINUING
ALL REGULATORY APPROVALS OF THE PRODUCT IN THE TERRITORY, INCLUDING ALL COSTS
ASSOCIATED WITH ADVERSE DRUG EXPERIENCE REPORTING AND ALL CLINICAL AND
REGULATORY REQUIREMENTS. NEITHER PARTY HAS THE AUTHORITY TO INCUR COSTS OR
EXPENSES ON BEHALF OF THE OTHER PARTY, WITHOUT THE OTHER PARTY'S EXPRESS PRIOR
WRITTEN APPROVAL.
3
SECTION 4.5
WATSON PROMOTION REPORTS; PRESCRIBER DATA.
(A)
WITHIN FIFTEEN (15) DAYS FOLLOWING THE END OF EACH AGREEMENT
QUARTER, WATSON SHALL PROVIDE THE JSC WITH A STATUS REPORT, WHICH REPORT WILL
SUMMARIZE WATSON'S PROMOTIONAL ACTIVITIES PURSUANT TO THIS AGREEMENT FOR SUCH
PRIOR AGREEMENT QUARTER AND ON A CALENDAR YEAR-TO-DATE BASIS, INCLUDING, TO THE
EXTENT WATSON CUSTOMARILY CREATES THE FOLLOWING REPORTS FOR WATSON'S OTHER
PRODUCTS WHICH ARE PROMOTED BY OR ON BEHALF OF WATSON:
(A) THE NUMBER OF P1
DETAILS, P2 DETAILS AND P3 DETAILS (IF APPLICABLE) MADE AND RECORDED BY WATSON'S
STANDARD RECORD KEEPING PROCEDURES (SEPARATELY SETTING FORTH DETAILS PERFORMED
WITHIN THE UROLOGY FIELD AND DETAILS PERFORMED WITHIN THE OB/GYN FIELD); (B) THE
NAMES, ADDRESSES AND MEDICAL EDUCATION NUMBERS OF THE PROFESSIONALS CALLED UPON
(SEPARATELY SETTING PROFESSIONALS WITHIN THE UROLOGY FIELD AND PROFESSIONALS
WITHIN THE OB/GYN FIELD); (C) THE PERCENTAGE OF PROFESSIONALS DETAILED WHO WERE
PROVIDED WITH SAMPLES; (D) THE AVERAGE NUMBER OF SUCH SAMPLES DELIVERED ON EACH
DETAIL; (E) A BREAKDOWN OF ALL INFORMATION REQUIRED TO BE CONTAINED IN EACH
REPORT ON AN AGGREGATE BASIS; AND (F) SUCH OTHER INFORMATION AS MAY BE REQUIRED
IN THE THEN-CURRENT ANNUAL PLAN.
(B)
AT THE END OF EACH AGREEMENT QUARTER, WATSON SHALL PROVIDE
DIRECTLY TO DEPOMED, WITHIN TEN (10) DAYS OF ITS RECEIPT, THE PRESCRIBER DATA
FOR SUCH AGREEMENT QUARTER RELATED TO THE PRODUCT, IN THE SAME FORM AS SUCH
PRESCRIBER DATA IS PROVIDED TO WATSON.
SECTION 4.6
MEDICAL INQUIRIES. THE PARTIES ACKNOWLEDGE THAT EACH MAY
RECEIVE