their
respective Affiliates (such as ZOCOR or [*]) unless the EMEA Operating Board
agrees otherwise. The EMEA General Manager's compensation shall be based on the
success of the Cholesterol Products in the Field in the EMEA which, in the
period prior to Launch of the Cholesterol Products in the Field in the EMEA,
shall be determined by the EMEA Operating Board based on the ability to meet
development timelines and, in the period following Launch of the Cholesterol
Products in the Field in the EMEA, shall be determined by the EMEA Operating
Board based on meeting projected sales in the EMEA as set forth in the
applicable Marketing and Educational Plans. The EMEA General Manager shall also
enter into an appropriate confidentiality agreement. Such confidentiality
agreement shall govern the use or disclosure of Confidential Information
obtained from M, S-P or any of their respective Affiliates.
(b) Management. The EMEA General Manager will report to the EMEA
Operating Board and on a day-to-day administrative basis to the M Senior Vice
President, Worldwide Human Health Marketing and the EMEA General Manager shall
have such duties and responsibilities as provided in this Agreement and the
Related Agreements. The EMEA General Manager shall appoint the members of his or
her staff
42
including one S-P employee. The EMEA General Manager will appoint an M employee
to serve as the EMEA marketing director (the "EMEA Marketing Director") who will
chair the EMEA Marketing Committee. The EMEA Marketing Director will report to
the EMEA General Manager. The EMEA General Manager shall meet with the EMEA
Marketing Committee and the EMEA Operating Board as frequently as necessary, but
not less than quarterly, to review and discuss the actual results compared to
the applicable Five-Year Strategic Business Plan, Marketing and Educational Plan
or Default Marketing Plan (as the case may be) for each EMEA Board Country. Each
Country Marketing Committee in the EMEA shall consult with the EMEA General
Manager as and to the extent the Country Marketing Committee believes such
consultation is necessary or appropriate or as otherwise required by this
Agreement or the Related Agreements.
(c) Country Marketing Committee Disputes. All Country Marketing
Committee disputes relating to the ECLAFE Cholesterol Business in the EMEA which
cannot be resolved by a Country Marketing Committee within a reasonable period
of time, such reasonableness to be considered in view of the urgency and
importance of the matter, and in any event, within fifteen (15) days after the
representative(s) of S-P on the one hand or M on the other on the Country
Marketing Committee has given written notice of such disagreement to the
representative(s) of the other Party, shall be referred to the EMEA General
Manager who will seek to resolve such disputes. In the event the EMEA General
Manager is unable to resolve such a dispute to the satisfaction of both local M
and S-P entities within thirty (30) days after the dispute has been referred to
the EMEA General Manager, the dispute shall be referred to