BMS Right to Commercialize U.S. Competitive Product in the United States Sample Clauses

BMS Right to Commercialize U.S. Competitive Product in the United States. In consideration of the rights granted to BMS by Otsuka under the Restated Agreement (as amended) with regard to the United States, including the Commercialization rights for Product in the United States during the U.S. Abilify Extension Term, BMS covenants and agrees that neither BMS nor any of its Affiliates, licensees or sublicensees (except only to the extent that any licenses or sublicenses to such licensees or sublicensees (1) were entered into prior to January 1, 2009, and (2) granted to such licensees or sublicensees exclusive rights to compounds without BMS retaining the right to co-develop or co-commercialize such compounds (or, where BMS has such right, BMS refrains from exercising any rights with respect thereto)) shall Commercialize (other than the performance of pre-launch activities that are not designed or anticipated to affect sales of Product) any U.S. Competitive Product (as defined below) in the United States at any time prior to [*]; provided that, the foregoing covenant shall not apply to BMS’ licensees or sublicensees to the extent their licenses or sublicenses from BMS grant rights only to research tools or formulation patents that do not relate to any specific compound or specific product. Commencing on [*], BMS and its Affiliates, licensees and sublicensees may Commercialize a U.S. Competitive Product in the United States, subject to BMS’ ongoing fulfillment of all other of its obligations under the Restated Agreement (as amended) through the term of the Restated Agreement (as amended), including, without limitation, those pertaining to Commercialization of Product in the United States (including Commercial Operations and payment of its share of Operational Expenses). Any such Commercialization of a U.S. Competitive Product prior to [*], in the United States shall constitute a material breach of the Restated Agreement (as amended). For the avoidance of doubt, the provisions of the first paragraph of Section 7.1 of the Restated Agreement (pertaining to generic product) continue to apply to BMS and its Affiliates in the United States.
Sample 1
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