BUDGET OR THE CMC/MANUFACTURING PLAN, UNLESS SUCH CONTRACT
MAY BE CANCELED OR TERMINATED BY SONUS WITHOUT PENALTY ON SIXTY (60) DAYS OR
LESS NOTICE.
DURING THE FIFTEEN (15) DAY PERIOD FOLLOWING SUCH NOTICE FROM
SONUS, SCHERING SHALL HAVE THE RIGHT TO
22
OFFER TO PERFORM ITSELF SUCH DEVELOPMENT ACTIVITIES THAT SONUS PROPOSED TO
CONTRACT TO A THIRD PARTY.
IF SCHERING DECIDES TO OFFER TO PERFORM SUCH
DEVELOPMENT ACTIVITIES, IT SHALL NOTIFY SONUS IN WRITING DURING SUCH FIFTEEN
(15) DAY PERIOD AND SHALL INCLUDE WITH SUCH NOTICE THE TERMS OF ITS OFFER TO
PERFORM SUCH DEVELOPMENT ACTIVITIES.
SONUS SHALL HAVE NO OBLIGATION TO ACCEPT
SUCH AN OFFER, BUT SHALL CONSIDER ANY SUCH OFFER IN GOOD FAITH AND NEGOTIATE
TOWARDS ENTERING INTO AN AGREEMENT WITH SCHERING IF SCHERING'S OFFER AND
CAPABILITIES ARE ECONOMICALLY AND OPERATIONALLY EQUIVALENT TO THOSE OF SUCH
THIRD PARTY.
ALL OTHER THINGS BEING EQUAL, SONUS SHALL ACCEPT SCHERING'S OFFER
IF IT IS NO MORE EXPENSIVE THAN SUCH THIRD PARTY'S OFFER, AND IF SCHERING
COMMITS TO FINISH SUCH ACTIVITIES IN SUBSTANTIALLY EQUAL OR LESS TIME THAN
AGREED TO BY THE THIRD PARTY IDENTIFIED BY SONUS.
ARTICLE VI
COMMERCIALIZATION
SECTION 6.01
MARKETING PLAN.
SCHERING, IN
COOPERATION WITH SONUS, SHALL IN ACCORDANCE WITH SCHERING'S INTERNAL PLANNING
PROCEDURES, BUT IN NO EVENT LATER THAN THE DATE OF SUBMISSION OF THE NDA FOR THE
PRODUCT, PREPARE A MARKETING PLAN FOR THE PRODUCT TO SUPPORT PRODUCT LAUNCH IN
THE TERRITORY, WHICH SHALL INCLUDE, WITHOUT LIMITATION, A LIST OF MARKETING
STUDIES TO BE CONDUCTED IN CONNECTION WITH THE PRODUCT, MARKETING STRATEGIES,
PLANS FOR IMPLEMENTING MARKETING STRATEGIES, DISTRIBUTION STRATEGIES, PRODUCT
LAUNCH PLANS AND BUDGET FOR EACH COMMERCIALLY IMPORTANT GEOGRAPHIC REGION
INCLUDED IN THE TERRITORY (THE "MARKETING PLAN").
SCHERING SHALL PROVIDE SONUS
AT LEAST ANNUALLY AN UPDATED MARKETING PLAN.
THE MARKETING PLAN MAY BE AMENDED
FROM TIME TO TIME AS PROPOSED BY SCHERING.
SONUS WILL HAVE THE OPPORTUNITY TO
REVIEW AND PROVIDE COMMENTS WITH RESPECT TO THE MARKETING PLAN AND ANY UPDATES
AND AMENDMENTS THERETO, AND WILL PROVIDE SUCH COMMENTS TO SCHERING WITHIN THIRTY
(30) DAYS FOLLOWING SONUS' RECEIPT OF EACH VERSION OF THE MARKETING PLAN.
SCHERING SHALL GIVE GOOD FAITH CONSIDERATION TO SONUS' COMMENTS REGARDING THE
MARKETING PLAN.
THE RESPONSIBILITIES AND COSTS ASSOCIATED WITH DEVELOPING AND
IMPLEMENTING THE MARKETING PLAN SHALL BE THE SOLE RESPONSIBILITY OF SCHERING.
SECTION 6.02
SCHERING'S PROMOTION AND MARKETING
OBLIGATIONS.
SCHERING AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO PROMOTE
THE SALE, MARKETING AND DISTRIBUTION OF THE PRODUCT IN THE TERRITORY CONSISTENT
WITH THE MARKETING PLAN.
EXCEPT AS PROVIDED IN SECTION 6.03 RELATING TO THE
CO-PROMOTION RIGHTS OF SONUS, SCHERING SHALL BE SOLELY RESPONSIBLE FOR ALL COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THE MARKETING, SALES AND DISTRIBUTION
OF THE PRODUCT IN THE TERRITORY.
SCHERING SHALL PROMPTLY ADVISE SONUS OF ANY
ISSUES THAT MATERIALLY AND ADVERSELY AFFECT SCHERING'S ABILITY TO MARKET THE
PRODUCT IN THE TERRITORY.
IN SUCH EVENT, THE PARTIES SHALL MEET AND IN GOOD
FAITH DISCUSS WHAT ACTIONS SHOULD BE TAKEN IN LIGHT OF SUCH ISSUES.
SCHERING
AGREES TO MARK ALL