MARKETING AND ADVERTISING CAMPAIGN. GSK SHALL PROVIDE THE
JSC WITH A DETAILED OVERVIEW OF THE FIRST PROPOSED CORE CAMPAIGN PRODUCT
STRATEGY AND ANY SUBSEQUENT VERSIONS WHICH ARE A MATERIAL CHANGE OF STRATEGY OR
VISUALS (AND ANY LOCAL CORE MARKETING MATERIALS THAT FALL OUTSIDE THE CORE
CAMPAIGN PRODUCT STRATEGIES) TO BE USED IN THE GSK TERRITORY, WHICH THE JSC
SHALL REVIEW TO ENSURE THAT THE CORE CAMPAIGN PRODUCT STRATEGY SHALL BE
CONSISTENT WITH THE GLOBAL BRANDING STRATEGY FOR THE PRODUCT. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN THE EVENT THAT SEPRACOR
IN GOOD FAITH BELIEVES THAT ANY PART OF THE PROPOSED CORE CAMPAIGN PRODUCT
STRATEGY HAS A REASONABLE LIKELIHOOD OF MATERIALLY ADVERSELY AFFECTING THE
VOLUME OF NET SALES IN THE SEPRACOR TERRITORY, SEPRACOR MAY PROVIDE WRITTEN
NOTICE TO GSK WITHIN [**] OF SUCH CORE CAMPAIGN PRODUCT STRATEGY BEING PRESENTED
TO THE JSC REQUESTING THAT SUCH PART OF THE CORE CAMPAIGN PRODUCT STRATEGY NOT
BE IMPLEMENTED.
(A)
IF SUCH NOTICE IS RECEIVED BY GSK WITHIN THE [**] PERIOD, GSK
SHALL NOT IMPLEMENT SUCH PART OF THE CORE MARKETING AND ADVERTISING CAMPAIGN
UNTIL MUTUAL AGREEMENT OR RESOLUTION OF ANY DISPUTE HAS BEEN ACHIEVED IN RESPECT
OF THE USE OF THE PROPOSED CORE MARKETING AND ADVERTISING CAMPAIGN.
(B)
IF GSK DISPUTES THE ASSESSMENT OF THE REASONABLE LIKELIHOOD OF
MATERIAL ADVERSE EFFECT, GSK MAY REFER THE DISPUTE TO THE SENIOR EXECUTIVES. THE
SENIOR EXECUTIVES SHALL NEGOTIATE IN GOOD FAITH TO RESOLVE THE DISPUTE WITHIN
[**]. IF THE SENIOR EXECUTIVES ARE UNABLE TO RESOLVE THE DISPUTE WITHIN SUCH
TIME PERIOD, SEPRACOR'S DECISION SHALL BE BINDING.
(C)
FOR THE AVOIDANCE OF DOUBT, IF SEPRACOR DOES NOT PROVIDE SUCH
WRITTEN NOTICE WITH THE ABOVE STATED PERIOD, SEPRACOR'S APPROVAL WILL BE DEEMED
TO HAVE BEEN RECEIVED.
6.3.
RESPONSIBILITIES OF GSK UNDER THE COMMERCIALIZATION PLAN.
OTHER THAN MANUFACTURING OF THE PRODUCT, GSK SHALL HAVE THE EXCLUSIVE RIGHT TO
ENGAGE IN, AND SHALL BE SOLELY RESPONSIBLE FOR, ALL ACTIVITIES SET FORTH IN THE
COMMERCIALIZATION PLAN AND [**]. AS PART OF THE COMMERCIALIZATION PLAN, GSK
SHALL:
(A)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO COMMERCIALIZE THE
PRODUCT IN THE GSK TERRITORY, INCLUDING SEEKING APPROVAL FROM RELEVANT
REGULATORY AUTHORITIES REGARDING PRICE AND REIMBURSEMENT OF THE PRODUCT IN THE
GSK TERRITORY;
(B)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO PERFORM
PRE-COMMERCIALIZATION ANALYSIS, PLANNING, MARKET PREPARATION AND RELATED
MARKETING ACTIVITIES IN THE GSK TERRITORY;
(C)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CARRY OUT THE
DISTRIBUTION, MARKETING AND SALES OF THE PRODUCT IN THE GSK TERRITORY;
(D)
INCUR AT LEAST AN AGGREGATE OF [**] DOLLARS ($[**]) IN SUPPORT OF
PRE-LAUNCH MARKETING EFFORTS ALLOCATED AMONGST ALL THE COUNTRIES IN THE GSK
TERRITORY;
CONFIDENTIAL
(E)
CONDUCT THE COMMERCIALIZATION PLAN IN COMPLIANCE WITH ALL
APPLICABLE LAWS;
(F)
PROVIDE SUITABLE STORAGE AND HANDLING IN ACCORDANCE WITH THE
LABELING AND SPECIFICATIONS FOR THE PRODUCT AND OTHER APPROPRIATE FACILITIES AND
SERVICES AS NEEDED FOR THE STORAGE AND CONTINUOUS SALE AND DISTRIBUTION OF THE
PRODUCT THROUGHOUT THE GSK TERRITORY;
(G)
PROVIDE ALL MEDICAL INFORMATION SERVICES FOR THE PRODUCT IN THE
GSK