Commercial Development Obligation Clause Samples

Commercial Development Obligation. (a) ICN will at its sole expense diligently develop, commercialize, promote and sell Products in each Major Market Country in the Field, as well as elsewhere in the Territory, as promptly as is reasonably and commercially feasible. For purposes of this Section 6.1(a), the standard of commercial feasibility shall mean the standard that ICN and companies comparable to ICN use for similar products of similar potential at a similar stage of development on a worldwide basis. Upon a showing of lack of commercial feasibility with respect to any country in the Territory other than a Major Market Country, ICN may upon written notice to Metabasis, without being in violation of its obligations under this Section 6.1(a), elect to cease developing, commercializing, promoting and selling Products in such country; provided that such election shall not release ICN from any of its obligations to Metabasis up to the date of such notice, including payment of all amounts owed to Metabasis up to such date. If within six months after such written notice ICN shall not have resumed diligently developing, commercializing, promoting and selling Products in such country in accordance with Section 6.1, all licenses granted to ICN pursuant to Section 2 with respect to such country shall become non-exclusive and ICN shall make available to Metabasis, to the extent they are available to ICN, all clinical information, data, INDs, NDAs and other Product Registrations applicable to all Licensed Compounds and Products to the extent necessary to permit Metabasis and/or its assignees, sublicensees and distributors to develop, commercialize, promote and sell Products in such country. (b) Until all of the milestone payments referred to in Section 4.2(a) have been paid, ICN will keep the Development Steering Committee fully informed on a reasonable basis as to ICN's progress in the development of Products, including without limitation in respect of all development, commercialization and marketing efforts undertaken by ICN, its Affiliates and Sublicensees, as applicable, with respect to the Licensed Compound and Products, by providing a written report of such efforts on a semiannual basis. Until all of the milestone payments referred to in Section 4.2(a) have been paid, Metabasis may request, no more often than once every calendar quarter, a meeting at which Metabasis may meet with the principal ICN individuals responsible for such development, commercialization and marketing. ICN agrees to arran...

Commercial Development Obligation. In order to --------------------------------- maintain Licensee's exclusive license rights granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop the Licensed Technology into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall keep Licensor generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensed Technology.

Commercial Development Obligation. 8 4.2 Governmental Approvals and Marketing of Licensed Products.........................................9

Commercial Development Obligation. In order to maintain in force the license granted hereunder, Licensee shall use reasonable efforts and diligence to develop Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Mere sublicensing is not considered reasonable commercial efforts. The parties hereto acknowledge and agree that achievement of the milestones described in Section 12.2 shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in 12.2. In the event Salk, at any time, has a reasonable basis to believe that Licensee is not using reasonable efforts and diligence as required hereunder, including failure to achieve the milestones described in Section 12.2, Salk shall provide Licensee with a notice that specifies the basis for such belief. Upon such notice, Licensee has sixty (60) days to respond in writing with proof of diligence and/or a plan for cure to Salk’s satisfaction or Salk has the right to terminate the Agreement.

Commercial Development Obligation. 10 4.2 Milestone.................................................. 10 4.3 Governmental Approvals and Marketing of Licensed Products................................................... 10 4.4

Commercial Development Obligation. In order to maintain in force the license granted hereunder, URIGEN shall use commercially reasonable efforts and diligence to develop Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and Sell such quantities of Licensed Products in markets throughout the Territory. The Parties hereto acknowledge and agree that achievement of the milestones described in Section 11.2 on or before the dates set forth therein shall be conclusive evidence of compliance by URIGEN with its 1. KALIUM shall have the right to terminate relevant rights under this license or to convert the relevant license to non-exclusive (with royalties being reduced to 50% of above amounts) if URIGEN fails to meet milestones set forth in Section 11.2 for a category of Licensed Product and cannot otherwise show evidence of commercially reasonable efforts to expeditiously develop and commercialize Licensed Products. The Parties agree to negotiate in good faith an amendment of the provisions of Section 11.2 to the extent such amendments are supported by reasonable evidence of (i) diligent efforts on the part of URIGEN and (ii) the need for any requested extension. In the event KALIUM has a reasonable basis to believe that URIGEN is not using commercially reasonable efforts and diligence as required hereunder, upon notice by KALIUM to URIGEN which specifies the basis for such belief, KALIUM and URIGEN shall attempt in good faith to resolve the issue. In the event KALIUM and URIGEN cannot agree upon any matter related to URIGEN’S commercial development obligations hereunder, the Parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrators determine that URIGEN has not complied with its obligations hereunder, and such default is not fully cured within sixty (60) days after the arbitrators’ decision, KALIUM may terminate URIGEN’S rights under this Agreement.

Commercial Development Obligation. 14 6.2 Licensor's Costs of Development.......................................................15 6.3 Provision of Diagnostic Kits..........................................................15 6.4 Phase II, III and IV Clinical Trials..................................................16 6.5

Commercial Development Obligation. In order to maintain in force the license granted hereunder, Licensee shall, either by itself or through its sublicensees, use commercially reasonable efforts and diligence to develop a Licensed Product, and thereafter to produce and sell reasonable quantities of Licensed Product. The parties hereto acknowledge and agree that achievement of the diligence milestones described in Section 13.2 on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Section 13.2. In the event Licensee has not met a diligence milestone as required hereunder, Salk shall provide Licensee with a written notice that specifies the basis for such belief. Upon such notice, Licensee has sixty (60) days to respond in writing with (a)proof of diligence, and/or (b)a plan for cure to Salk’s satisfaction, and/or (c)a reasonable rationale as to why the milestone could not reasonably have been met, or cured, due to factors beyond Licensee’s control; in such instance Licensee must also provide to Salk a revised reasonable diligence timeline, consistent with the revised development timeline of Licensee’s product. In the event that Licensee does not provide either a, and/or b, and/or c above, Salk has the right to terminate the Agreement in accordance with Section 10.2(b).

Commercial Development Obligation. In order to maintain in force the license granted hereunder, Licensee shall use commercially reasonable efforts and diligence to develop Licensed Technology, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products in order to bring the Licensed Products to market as soon as practicable. The parties hereto acknowledge and agree that achievement of each of the performance milestones described in Section 3.4 of this Agreement (the “Diligence Milestones”) on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Section 3.4. In the event Salk, at any time, has a reasonable basis to believe that Licensee is not using reasonable efforts and diligence as required hereunder, Salk shall provide Licensee with a written notice that specifies the basis for such belief. Upon such notice, Licensee has [***] to respond in writing with proof of diligence and/or a plan for cure to Salk’s satisfaction or Salk has the right to terminate the Agreement.