Commercial Viability. Upon [*] prior written notice to the Company, Sandoz shall have [*] the right to terminate this Agreement either in its entirety or [*], if Sandoz determines that [*].
Commercial Viability. 1. If during the term of the agreement unforeseen circumstances should occur having sig- nificant economic, technological or legal impact on the agreement for which the agree- ment or terms and conditions have no provisions in place, or which were not considered at contract conclusion so as to render any agreement provision untenable for one party to the agreement, the affected party may demand of the other party a corresponding amendment of agreement provisions addressing the changed circumstances, taking in- to account all economic, technological and/or legal implications for the agreement coun- terparty.
2. The party claiming such circumstances to be in evidence must present and document the pertinent facts.
3. A right to have the contract provisions amended exists from the date on which the party in question initially demands such an amendment due to changed circumstances, un- less earlier demand by that party was not reasonably feasible.
Commercial Viability. In the event that HMR exercises its Development Option with respect to a particular Compound which thereby becomes a Drug Product Candidate, HMR shall use diligent, commercially reasonable efforts consistent with those used by HMR for its own compounds of similar commercial potential to develop Drug Product with respect to that Drug Product Candidate, so long as in HMR's good faith opinion, development of that Drug Product Candidate is technically feasible and commercially justifiable.
Commercial Viability. HMR shall promptly notify VERTEX if it shall determine that the marketing and sale of a Drug Product in any country is not commercially reasonable.
Commercial Viability. (a) At any time, Takeda may terminate this Agreement with respect to any Licensed Compound or Product and any country in the Territory, if it determines that it cannot continue the Agreement on a profitable and commercially viable basis, and upon: (i) [***] consultation with the other Party and after providing [***] prior written notice at any time prior to launch of the Product, or (ii) [***] consultation with the other Party and after providing [***] prior written notice at any time after launch of the Product. For the avoidance of doubt, such [***] consultation periods are intended to fall within such [***] and [***] notice periods.
(b) For the avoidance of doubt, the determination of profitability and commercial viability under this Section 13.2.4 shall be made on the basis of Commercially Reasonable Efforts and taking into account financial projections suitable to support Commercialization of the Licensed Compound or Product.
(c) Notwithstanding anything to the contrary in this Agreement, with respect to termination pursuant to (a) and (b) above, Takeda shall be relieved from making any development milestone payments to Amylin as to such Licensed Compound or Product under Section 8.2.1 to the extent a development milestone trigger event occurs after either Party sends such notice of termination hereunder.
Commercial Viability. In the event that prior to launch of the Product in the Field in the Territory (i) either Party has a good faith concern that the launch of the Product in the Field in the Territory is not likely to be possible with Commercially Reasonable Efforts, based upon credible evidence, such as any decision by a Regulatory Authority to require significant additional information before granting or as a condition to granting Regulatory Approval, or (ii) Distributor has a good faith concern that the Commercialization of the Product in the Territory will not be commercially viable, such Party may raise such concern for discussion by the JSC. If, within the time periods set forth in Section 3.1(d) or such longer time period as the Parties may mutually agree upon in writing, neither the JSC nor the Executives agree whether to launch or commercialize Product in the Territory, then, notwithstanding anything to the contrary in Section 3.1(d) or Article 13, either Party shall have the right to terminate this Agreement upon at least [***] written notice to the other Party.
Commercial Viability. Notwithstanding the foregoing, if any court of competent jurisdiction issues a ruling that, in the sole discretion of the Investors, has the effect of rendering the Claim not commercially viable, then the Investors may terminate their obligations with respect to any unfunded portion of the Capital Amounts and no Investors’ Entitlement shall be payable with respect to such unfunded Capital Amounts.
Commercial Viability. The Customer understands that Authlogics may nev er release the Beta Products as a commercial product.
Commercial Viability. Either Party shall have the option upon six (6) months written notice to the other Party to discontinue a Product, if in the Party’s reasonable judgement, the Product ceases to be commercially viable. The Parties shall execute an amendment to the Agreement that includes a revised Exhibit A deleting the discontinued Product. If a Party discontinues a Product listed in Exhibit A, the Agreement remains in full force for all other Products in Exhibit A and the obligations of the Parties for all other Products in Exhibit A remain unchanged. The obligations and liabilities of the Party seeking to discontinue a Product continue for the discontinued Product until an amendment to the Agreement is executed for the discontinued product. The Party not seeking to discontinue the Product may either a) mutually discontinue the Product and remove it from Exhibit A; or b) assume all the responsibility and all the obligations for the discontinued Product after the amendment to the Agreement is executed. The Parties shall use commercially reasonable efforts and shall cooperate and support each other in connection with Product discontinuation and transition.
Commercial Viability. If SciClone terminates this Agreement pursuant to Section 10.2(a)(B) with respect to any Product (each, a “Terminated Product”) in [***], then Y-mAbs shall have the right to terminate this Agreement in [***] with respect to such Terminated Product immediately upon [***] prior written notice to SciClone if Y-mAbs determines, in its reasonable discretion, that Commercialization of such Terminated Product is no longer commercially viable [***] as a result of the loss of potential Net Sales of such Terminated Product that would have been attributable to [***] during the remainder of the Term and/or any actual or potential diminution in the marketability of such Terminated Product in [***] other than [***].
