OBLIGATIONS UNDER THIS AGREEMENT AND THE PHARMACOVIGILANCE QP
AGREEMENT TO THE SAME EXTENT THAT NYCOMED IS ITSELF OBLIGATED TO PERFORM
HEREUNDER OR THEREUNDER AND NYCOMED SHALL BE RESPONSIBLE FOR ANY FAILURE BY ANY
AFFILIATE TO DO SO. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, ANY REFERENCES
TO NYCOMED IN THIS AGREEMENT AND THE PHARMACOVIGILANCE QP AGREEMENT SHALL ALSO
APPLY TO NYCOMED'S AFFILIATES TO THE EXTENT SUCH AFFILIATES HAVE PERFORMED OR
WILL PERFORM NYCOMED OBLIGATIONS HEREUNDER OR THEREUNDER.
2.5.
NON-EXCLUSIVE. NYCOMED'S ACTIVITIES HEREUNDER SHALL BE ON A
NON-EXCLUSIVE BASIS AND, SUBJECT TO PROVIDING ADVANCE NOTICE TO NYCOMED OF ITS
INTENT TO DO SO, TMC SHALL AT ALL TIMES HAVE EVERY RIGHT TO PERFORM THE SERVICES
WITH RESPECT TO THE PRODUCT WHEREVER AND TO WHOMEVER IT CHOOSES USING TMC'S OWN
SALES FORCE, OTHER EMPLOYEES OR THIRD PARTIES. IF TMC PERFORMS THE SERVICES WITH
RESPECT TO THE PRODUCT IN THE TERRITORY, ITSELF OR THROUGH TMC'S AFFILIATES OR
THIRD PARTIES, NYCOMED SHALL COOPERATE WITH TMC, TMC'S AFFILIATES AND SUCH THIRD
PARTIES, AS REASONABLY REQUESTED BY TMC, TMC'S AFFILIATES OR SUCH THIRD PARTIES,
WITH RESPECT TO SUCH
8
ACTIVITIES. THE EMPLOYEES OF TMC AND TMC'S AFFILIATES AND OTHER THIRD PARTIES
APPOINTED BY TMC WHO ARE PERFORMING THE SERVICES WITH RESPECT TO THE PRODUCT IN
THE TERRITORY SHALL BE CLEARLY IDENTIFIED IN BUSINESS CARDS AND OTHER BUSINESS
IDENTIFICATION AS EMPLOYEES OF TMC OR TMC'S AFFILIATES OR SUCH THIRD PARTIES,
AND SHALL NOT REPRESENT THEMSELVES AS EMPLOYEES OR AGENTS OF NYCOMED OR
NYCOMED'S AFFILIATES.
2.6.
COORDINATION. AS DESCRIBED IN THE TRANSITION AGREEMENT, THE
TRANSITION MANAGERS (AS DEFINED IN THE TRANSITION AGREEMENT) AND THE PTC SHALL
BE RESPONSIBLE FOR COORDINATING THE PARTIES' ACTIVITIES UNDER THIS AGREEMENT.
2.7.
COPYRIGHT. IN ACCORDANCE WITH THE TRANSITION AGREEMENT, ALL OF
NYCOMED'S RIGHT, TITLE AND INTEREST IN AND TO ALL COPYRIGHTABLE MATERIALS
RELATING TO THE PRODUCT, INCLUDING WITHOUT LIMITATION THE MARKETING PLAN,
PRODUCT PROMOTIONAL MATERIALS AND PRODUCT LABELING, AND ANY TRANSLATIONS
THEREOF, WHETHER EXISTING AS OF THE EFFECTIVE DATE OR WHETHER CREATED, DEVELOPED
OR ACQUIRED BY NYCOMED THEREAFTER, SHALL BE ASSIGNED TO TMC OR ITS TMC'S
DESIGNEE.
3.
COMPLIANCE WITH LAWS
Each of Nycomed and TMC covenants that all of its activities under or pursuant
to this Agreement or the Pharmacovigilance QP Agreement shall comply with all
applicable laws, rules and regulations; without limitation to the foregoing,
Nycomed shall comply with applicable laws, rules and regulations with respect to
Nycomed's employment of the Nycomed Employees. Each Nycomed Employee shall
perform the Services in accordance with all applicable laws, rules and
regulations and the terms of this Agreement, and Nycomed shall train and educate
all Nycomed Employees on a periodic basis regarding relevant aspects of such
laws, rules and regulations. Without limitation to the foregoing, Nycomed shall
not make any statements or claims regarding the Product, including its
Indications, efficacy and safety, that are inconsistent with the Product
Labeling and the Product Promotional Materials. Nycomed shall not add, delete or
modify claims of efficacy or safety in the Detailing of the Product, nor make