Commercial Efforts. Sandoz will use Commercially Reasonable efforts to (i) market, distribute and sell both the Sandoz Product and the AG Product in the Territory during the Supply Term, and (ii) [*] Net Sales of both the Sandoz Product and the AG Product in the Territory during the Supply Term. Such Commercially Reasonable efforts will include pre-commercial AG Product launch activities to support the AG Product launch and beginning sales on the Triggering Event. Sandoz will provide Eagle an initial sales forecast from such Triggering Event through the end of the following calendar year thirty (30) days prior to the Triggering Event. Thereafter, Sandoz will provide Eagle with a fifteen (15) month sales forecast beginning with January 1 of the following year and a monthly sales forecast for the remaining months of the Supply Term for the AG Product sixty (60) days before the end of each calendar year.
Commercial Efforts. CFFT will exercise its good faith commercial efforts to (i) develop and bring on its own account or through sublicensees, Collaboration Products to the market as soon as reasonably practicable, (ii) obtain regulatory approvals to market Collaboration Products, and (iii) after obtaining regulatory approvals for any Collaboration Products, launch Collaboration Products and promote and meet the market demand therefor.
Commercial Efforts. Journey will use Commercially Reasonable efforts to market and sell the Journey Products. Until a Third Party Launch occurs, Journey will conduct at least [***] Details with the Journey Products in P1 position during each year of this Agreement. Upon a Third Party Launch, the foregoing obligation to conduct minimum details shall terminate. Efforts of Affiliates shall be deemed efforts of Journey. Within 30 days after the last day of each calendar quarter, Journey will provide Blu with a quarterly report of Details that summarizes the number of Details conducted during the respective calendar quarter. The Details will be logged into a computer database that will record all interactions and capture prescriber signatures for samples. Details will be recorded within a reasonable time period of their occurrence. INFORMATION HAS BEEN MARKED WITH “[***].
Commercial Efforts. Subject to the terms and conditions of this Agreement, each party shall use all commercially reasonable efforts to cause the Closing to occur as promptly as practical following the date hereof.
Commercial Efforts. 7.1 All business decisions, including but not limited to the pricing, reimbursement, package design, sales, the choice of the XXXXXXX Trademark and promotional activities and the decision to launch or continue to market the Product in a particular country in the Territory, shall be within the sole discretion of XXXXXXX and its Affiliates.
7.2 Notwithstanding Section 7.1, XXXXXXX and its Affiliates shall undertake commercially reasonable efforts to launch and market the Product in as many countries of the Territory as possible, provided it makes reasonable business sense for XXXXXXX, and to prioritize the Product accordingly, as XXXXXXX and its Affiliates normally do for their own products having a similar potential. Amongst other things, sales representatives promoting the Product shall be duly trained and shall have experience with analgesic products. In case XXXXXXX or its Affiliates decide to use a hired sales force, the same qualification and requirements shall apply.
7.3 During the Term XXXXXXX or its Affiliates or designees shall not distribute in the Territory another product in the Field.
Commercial Efforts. Subject to the rights of Schlumberger and Baker Hughes hereunder, each of Schlumberger and Baker Hughes will use its commercially reasonable best efforts to take all actions and to do all things (including obtaining necessary consents and Governmental Approvals) necessary in order to consummate the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the Closing conditions set forth in Section 3.12 or Section 3.13, as applicable). The parties agree to cooperate with each other in connection with making any filing or providing any notice with Governmental Authorities and obtaining any Governmental Approvals and consents deemed necessary to consummate the transactions contemplated hereby or any licenses, permits or other Governmental Approvals necessary to operate the Seismic Business after the Closing. Except with the prior written consent of Schlumberger (in the case of action by Baker Hughes) or Baker Hughes (in the case of action by Schlumberger), each of Schlumberger and Baker Hughes shall use its commercially reasonable best efforts to refrain from doing or omitting to do any act that would cause any of its representations or warranties made in this Agreement or any other Transaction Document not to be true and correct as if such representations and warranties were made immediately after such act or omission to act; provided, however, that nothing in this Section 6.2 shall be deemed for any purpose to require Schlumberger or Baker Hughes to refrain from taking or omitting to take any action necessary to comply with Applicable Law. The parties agree that using their commercially reasonable best efforts shall not include initiating litigation, licensing any assets or divesting of assets other than cash in order to obtain any consents or Governmental Approvals.
Commercial Efforts. (a) Subject to the terms and conditions hereof, each of the parties shall use its respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Section 154 Order, the Merger and the other transactions contemplated by this Agreement.
(b) In case at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, to validly appoint Purchaser as trustee of the Trust Accounts, to vest Purchaser with valid legal title to any of the Trust Assets or to otherwise enable Purchaser to lawfully administer the Non-objecting Trust Accounts, Partners Trust shall reasonably cooperate with Purchaser and shall take all such lawful and necessary action as may be reasonably required. Partners Trust shall promptly provide such information and reasonable assistance as may be requested by Purchaser in connection with the foregoing.
(c) Seller agrees to assist Purchaser in the orderly transfer of trust administration business and conversion of the related data files and Records associated with the business and acknowledges that Purchaser may use a trust administration operating system different from its own.
Commercial Efforts. Subject to the terms and conditions herein provided, each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Legal Requirements to consummate and make effective the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Article VI). Following the Closing, the Parties shall cooperate reasonably with each other and with their respective representatives and agents in connection with any steps required to be taken as part of their respective obligations under this Agreement, and the Parties agree (i) to execute and deliver to each other such other documents and (ii) to do such other acts and things, all as the other Parties may reasonably request, for the purpose of carrying out the intent of this Agreement and the transactions contemplated hereby.
Commercial Efforts. Licensee shall use its commercially reasonable and diligent efforts to manufacture, distribute, and sell the Licensed Products using the Licensor Intellectual Property in the Territory and the Field of Use. Without limiting the generality of the foregoing, the Parties agree that:
(a) Licensee shall also have the right, but not the obligation, to promote, advertise, and market the Licensed Products using the Licensor Intellectual Property in the Territory and the Field of Use;
(b) Licensee will provide all Cannabis Inputs required for the manufacture of the Licensed Products on the same prices, terms and conditions as Licensee provides to its other similarly situated customers;
(c) Licensee will purchase all Direct Materials required for the manufacture of the Licensed Products directly from Licensor or its authorized vendors;
(d) Licensee will provide all Fulfilment Services required to manufacture, sell and deliver the Licensed Products to Licensor’s authorized distributor(s); provided that the Parties will agree upon the cost of such Fulfillment Services for each Licensed Product on a case-by- case basis according to the Licensee’s actual and reasonable direct labor and other costs required to provide such Fulfillment Services;
(e) Licensor will establish the minimum Net Selling Price for each Licensed Product, which shall not be lower than a multiple of 1.5 times the Cost of Manufacturing for such Licensed Product; and
(f) Licensee will comply, and will cause all of its agents, employees and authorized distributors to comply, with the Licensee’s standard operating procedures for the manufacture and fulfillment of orders for the Licensed Products, which are attached hereto as Exhibit C and incorporated herein for all purposes. Licensee may amend and modify such procedures from time to time by providing written notice to Licensor.
Commercial Efforts. Sandoz will use Commercially Reasonable efforts to market, distribute and sell the Product in the Territory during the Supply Term. Such Commercially Reasonable efforts will include pre-commercial Product launch activities to support the Product launch and beginning sales on the Triggering Event.
