AGREEMENT,
AND PROMPTLY AFTER ANY MATERIAL AMENDMENTS TO SUCH PLAN, WATSON SHALL PROVIDE TO
DEPOMED A SUMMARY OF THE METHODOLOGY USED BY WATSON TO MAKE INCENTIVE
COMPENSATION PAYMENTS FOR THE PRODUCT PURSUANT TO SUCH PLAN.
(D)
THE PARTIES HEREBY AGREE THAT DEPOMED SHALL PROVIDE TO WATSON, AT
NO CHARGE TO WATSON AND IN QUANTITIES AGREED BY THE PARTIES IN WRITING PRIOR TO
THE INITIAL EFFECTIVE DATE, PREVIOUSLY GENERATED TRAINING MATERIALS AND/OR
ASSOCIATED ELECTRONIC COPIES THEREOF WHERE APPLICABLE. WATSON SHALL FURTHERMORE
HAVE THE OPTION TO PURCHASE FROM DEPOMED, IN SUFFICIENT QUANTITIES FOR THE
WATSON SALES FORCE, ADDITIONAL TRAINING MATERIALS FOR THE PRODUCT CREATED OR
OWNED BY DEPOMED, AT DEPOMED'S OUT-OF-POCKET COST FOR SUCH MATERIALS. IT IS
ANTICIPATED THAT WATSON WILL UTILIZE DEPOMED'S TRAINING MATERIALS IN CONNECTION
WITH THE PRODUCT-RELATED TRAINING OF ITS SALES REPRESENTATIVES. ANY TRAINING
MATERIALS FOR WATSON'S SALES REPRESENTATIVES DEVELOPED OR CREATED BY WATSON
SHALL BE SUBJECT TO DEPOMED'S REVIEW AS PROMOTIONAL MATERIALS AS PROVIDED IN
SECTION 4.4. WATSON SHALL, AT ITS OWN EXPENSE PRIOR TO THE PROMOTION
COMMENCEMENT DATE, TRAIN ITS SALES REPRESENTATIVES USING SUCH TRAINING
MATERIALS, THE OTHER PROMOTIONAL MATERIALS AND SUCH PROGRAMS AS WATSON SHALL
DEEM APPROPRIATE THAT ARE IN COMPLIANCE WITH WATSON'S OBLIGATIONS HEREUNDER AND
ALL OTHER LEGAL REQUIREMENTS. SUCH PROGRAMS SHALL INCLUDE TRAINING WITH RESPECT
TO REPORTING ADVERSE DRUG EXPERIENCES AND TECHNICAL COMPLAINTS. AFTER THE
INITIAL TRAINING, WATSON SHALL PERIODICALLY PROVIDE ADDITIONAL TRAINING TO EACH
OF ITS SALES REPRESENTATIVES, AND SHALL UPDATE ITS TRAINING MATERIALS AS
APPROPRIATE IN CONNECTION WITH SUCH ADDITIONAL TRAINING, IN ACCORDANCE WITH THIS
SECTION 4.3. REPRESENTATIVES OF DEPOMED MAY ATTEND, AT DEPOMED'S EXPENSE, ANY
WATSON TRAINING SESSION RELATED TO THE PRODUCT. WATSON WILL NOTIFY DEPOMED AT
LEAST TWO WEEKS IN ADVANCE OF ANY SUCH TRAINING SESSION.
SECTION 4.3
PROMOTIONAL MATERIALS; EDUCATIONAL MATERIALS.
(A)
SUBJECT TO SECTION 4.4(B), THE PARTIES MAY, EACH AT ITS SOLE
EXPENSE, CREATE PROTOTYPES OF PROMOTIONAL, ADVERTISING, MARKETING AND
EDUCATIONAL MATERIALS ("PROMOTIONAL
MATERIALS") TO SUPPORT THE PROMOTIONAL EFFORT FOR THE PRODUCT IN THE TERRITORY
WITHIN THE FIELD. SUCH PROMOTIONAL MATERIALS MAY INCLUDE, BY WAY OF EXAMPLE,
DETAILING AIDS; LEAVE ITEMS; JOURNAL ADVERTISING; APPROPRIATE REPRINTS AND
REPRINT CARRIERS; AND PRODUCT MONOGRAPHS. ALL PROMOTIONAL MATERIALS USED BY THE
WATSON SALES FORCE WILL BE SUBJECT TO THE REVIEW AND APPROVAL OF THE DEPOMED
APL. ALL PROMOTIONAL MATERIALS DEVELOPED BY WATSON HEREUNDER SHALL PROMINENTLY
DISPLAY SUCH DEPOMED TRADEMARK(S) AS SHALL BE SPECIFIED BY DEPOMED TO WATSON
FOLLOWING ITS REVIEW OF THE APPLICABLE PROTOTYPE IN ACCORDANCE WITH SECTION
4.4(B).
(B)
EACH PARTY SHALL PROVIDE TO THE OTHER A PROTOTYPE OF ANY
PROMOTIONAL MATERIALS IT CREATES TO SUPPORT THE PROMOTIONAL EFFORT FOR THE
PRODUCT IN THE TERRITORY WITHIN THE FIELD, FOR REVIEW BY THE OTHER PARTY. THE
REVIEWING PARTY SHALL NOTIFY THE CREATING PARTY OF ANY OBJECTIONS IT HAS TO SUCH
PROTOTYPE AND THE BASIS THEREFOR AS SOON AS REASONABLY PRACTICABLE, BUT NO LATER
THAN TEN (10) BUSINESS DAYS FOLLOWING ITS RECEIPT THEREOF. THE CREATING PARTY
SHALL MODIFY SUCH PROMOTIONAL MATERIALS TO THE EXTENT NECESSARY TO RESOLVE ANY
OBJECTIONS MADE BY THE