Co-Marketing Rights. Argent shall have the right of first refusal to employ its own sales representatives to co-market and sell the Products in those areas of the Territories in which TEAMM does not have a sales representative. A separate agreement will be developed at such time as TEAMM and Argent should choose to explore this option.
Co-Marketing Rights. If Nycomed should fail (through no fault of Acusphere and without Good Reason) to achieve, in any Primary Jurisdiction or in the Secondary Jurisdictions taken as a whole, the Minimum Sales Target in such Primary Jurisdiction or the aggregate Minimum Sales Target for the Secondary Jurisdictions as set forth in the Sales Forecast then, and only if either of such events occur [CONFIDENTIAL TREATMENT REQUESTED] /*/, Acusphere shall have the right and option, exercisable in its sole discretion, by written notice to that effect delivered by Acusphere to Nycomed within sixty (60) days after said events occur, to co-market the Product in such Primary Jurisdiction or in each particular Secondary Jurisdiction in which Nycomed has failed to meet its Minimum Sales Target, either by itself or in conjunction with another entity. If Acusphere exercises its right to co-market the Product in such Jurisdiction the following shall occur, to the extent allowed by Applicable Laws: (i) the license granted to Nycomed by Acusphere under Section 3.02 shall thereafter be deemed to be a non-exclusive license within such Jurisdiction ([CONFIDENTIAL TREATMENT REQUESTED] /*/); (ii) Nycomed shall grant and hereby does grant to Acusphere an irrevocable, non-exclusive, royalty-free license, with the right to sublicense, to use the Clinical Documentation, the Results and the Marketing Authorizations and make any filings required by Nycomed with the Competent Authorities, to the extent legally permissible, in connection with such activities and only for the Jurisdiction in question; (iii) Nycomed shall cooperate with Acusphere in obtaining the necessary Marketing Authorizations in a timely manner, at Acusphere's expense; (iv) Acusphere will be solely 44
Co-Marketing Rights. (a) Subject to the earlier exercise of co-marketing rights which may occur pursuant to subpart (c) below, the parties agree that Pharmos shall be entitled upon written notice to BLP to co- market, distribute and sell each Drug Product under labeling belonging to Pharmos in the Territory commencing on the second (2nd) anniversary of the earlier to occur of (i) the first Commercial Sale of such Drug Product by BLP, or (ii) the later of (X) April 1, 1996, or (Y) the ninetieth day following FDA approval of the NDA for such Drug Product (unless BLP has been restrained from making commercial sales of such Drug Product through no fault of BLP within such ninety (90) day period, in which case such ninety (90) day period shall be deemed to have commenced on the first day on which such restraint no longer exists).
(b) Upon the written request of BLP, Pharmos agrees that it will delay exercise of the rights reserved to Pharmos in subsection (a) above with respect to any Drug Product for a period of up to 365 days if (i) LET has not entered Phase III clinical studies on or before the second anniversary of this Agreement based on an R&D Plan (defined below) previously approved by the parties, or (ii) LEA has not entered Phase III clinical studies on or before the second anniversary of this Agreement based on an R&D Plan previously approved by the parties, or (iii) Phase II clinical studies for either LET or LEA have not substantially complied with the protocols, or satisfied safety and efficacy targets, defined in the relevant R&D Plan for each such substance, provided that no delay shall occur pursuant to this subsection (b) if the events described in subparts (i), (ii) or (iii) shall failed to have occurred solely as a result of the failure of BLP to provide Pharmos with appropriate clinical trial materials of LEA or LET, as the case may be, in conformity with their respective Specifications (other than such failure resulting from the failure of Pharmos to deliver appropriate Drug Substance for the production of such clinical Trial materials).
(c) In addition to the co-marketing rights described above, from and after the last Payment Date for a Product Year in which BLP fails to pay the Exclusivity Amount for a particular Drug Product, Pharmos shall be entitled to (i) co-market such Drug Product in the Territory, and (ii) subject to delivery of a written notice delivered to BLP no later than sixty (60) days following the last day of the Product Year in question, at a...
Co-Marketing Rights. 13.1 In the event the parties enter into one or more licenses as provided in Section 12.2 above, [**see cover page note] shall retain the right, but not the responsibility or obligation, for DMI and COGENCO to assist such licensees in marketing the Product(s) for the Field within the Territory or part of the Territory that is licensed ("Co-Marketing Rights"), based on the principle of maximizing profits from sales of Product(s). These Co-Marketing Rights shall include the right to make, have made, use, sell, offer for sale, commercialize, import and export Product(s) to the extent necessary for DMI and COGENCO to be able to market and/or Promote Product(s) for the Field within the Territory or part of the Territory that is licensed. DMI and Cogenco shall coordinate their respective marketing efforts in light of the overall market strategy determined by the licensee(s) within the Territory.
13.2 DMI hereby grants to COGENCO a license of all of its Intellectual Property covering or relating to the treatment of multiple sclerosis with DMI-13-9523 to the extent needed by COGENCO to fully exercise the Co-Marketing Rights it receives pursuant to the terms of Section 13.1.
13.3 DMI shall have the right to license its Co-Marketing Rights to Third Parties with the approval of the licensee(s) within the Territory.
13.4 COGENCO shall have the right to sublicense its Co-Marketing Rights to Third Parties with the approval of the licensee(s) within the Territory.
Co-Marketing Rights. 13.1 In the event the parties enter into one or more licenses as provided in Section 12.2 above, [**see cover page note] shall retain the right, but not the responsibility or obligation, for DMI and COGENCO - to market and/or promote Product(s) for the Field within the Territory or part of the Territory - that is licensed ("Co-Marketing Rights"). These Co-Marketing Rights shall include the right to make, have made, use, sell, offer for sale, commercialize, import and export Product(s) to the extent necessary for DMI and COGENCO to be able to market and/or promote Product(s) for the Field within the Territory or part of the Territory that is licensed.
13.2 DMI hereby grants to COGENCO a license of all of its Intellectual Property covering or relating to the treatment of asthma in humans with a [**see cover page note] to the extent needed by COGENCO to fully exercise the Co-Marketing Rights it receives pursuant to the terms of Section 13.1.
13.3 DMI shall have the right to license its Co-Marketing Rights to Third Parties with the approval of COGENCO.
13.4 COGENCO shall have the right to sublicense its Co-Marketing Rights to Third Parties with the approval of DMI.
Co-Marketing Rights. If the Company gives BSC written notice [ ** ] then the Company will have co-exclusive rights, with BSC and BSC's subdistributors, to market and distribute the Products in such country for the balance of the term of this Agreement unless [ ** ].
