the EMEA Executive
Sponsors who shall use their respective good faith efforts to jointly recommend
a resolution of such dispute to the EMEA Operating Board as promptly as
practicable but in no event later than ten (10) days after submission of such
matter to the EMEA Executive Sponsors. Upon resolution of the matter, the
respective EMEA Executive Sponsors shall jointly execute a written statement
setting forth the terms of such recommended resolution. If the EMEA Executive
Sponsors cannot reach resolution within such ten (10) day period, the dispute
will be referred to the EMEA Operating Board for resolution pursuant to
Section 3.2.1(e).
Section 3.2.3. EMEA Marketing Committee.
(a) Formation. Within forty-five (45) days after the Effective
Date, S-P and M
shall cause to be established a marketing committee (the "EMEA
Marketing Committee"). The EMEA Marketing Committee will be comprised of twenty
(20) members, the chair of the EMEA Marketing Committee, S-P's senior global
marketing representative having responsibility for Cholesterol Products, as well
as one representative from each of M and S-P from each of the following
countries or groups of countries: (i) Germany, (ii) France, (iii) Italy,
(iv) Spain, (v) the U.K., (vi) Scandinavian Region, (vii) Mid-Europe Region,
(viii) Central and Eastern Europe Region and (ix) the Middle East Africa Region.
(b) Purposes. The EMEA Marketing Committee shall advise the EMEA
General Manager and be responsible for identifying and proposing to the EMEA
Operating Board through the EMEA General Manager operating strategies for
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marketing aspects of the Cholesterol Products in the Field in the EMEA and
coordinating pan-EMEA initiatives and sharing best practices. The EMEA Marketing
Committee, through the EMEA Marketing Director, shall also be responsible for
identifying and proposing the specific needs of the EMEA for the successful
commercialization of the Cholesterol Products in the Field. Members of the EMEA
Marketing Committee will act in the best interests of the maximum
commercialization of the Cholesterol Products in the Field. The EMEA Marketing
Committee shall have no express or implied authority to act on behalf of the
EMEA Operating Board, EMEA General Manager, or M or S-P or any of their
respective Affiliates.
Section 3.2.4. Five-Year Plans; Approval of Annual Marketing and
Educational Plans; Default Marketing Plans.
(a) No later than May 15 of each Calendar Year, each (i) EMEA
Regional Representative, after consultation and collaboration with, and the
endorsement of the applicable Country Marketing Committee(s) in the EMEA, and
(ii) Country Marketing Committee in the EMEA for which no EMEA Regional
Representative has been appointed, will present a five-year strategic business
plan (a "Five-Year Strategic Business Plan") to the EMEA General Manager. The
Five-Year Strategic Business Plan shall include a comprehensive marketing,
sales, pricing, manufacturing, supply, and distribution strategy (including,
without limitation, Phase V and educational activities) and related profit and
loss forecasts for the Cholesterol Products in the Field in the applicable
country or group of countries. The EMEA General Manager will, in consultation
and collaboration with the applicable EMEA Regional Representative or Country
Marketing Committee