Commercialization Agreement. From the Effective Date to the Closing Date, each Party agrees that it will continue to comply with its obligations under the Commercialization Agreement, including, with respect to Purchaser, its obligation to commercialize and sell the Products in the ordinary course of business consistent in all material respects with past practice.
Commercialization Agreement. Effective as of the Closing, the Commercialization Agreement shall be terminated, provided that the following articles and sections of the Commercialization Agreement shall survive such termination: Article I (Definitions); Section 2.1(a)(i) and Section 2.1(a)(ii) (Depomed Acuform Patents Licenses); Section 2.3(Transfers) (solely with respect to the Transferred Assets (as defined in the Commercialization Agreement), the Commercialization Agreement Assumed Liabilities and the Commercialization Agreement Retained Liabilities); Section 2.8 (Allocation of Purchase Price); Section 2.9 (Certain Taxes); Section 3.2(c)(v) and Section 3.2(c)(vi) (Financial Responsibility for CMO Supply Agreements); Section 3.2(e)(iv) (Limitation of Liability under CMO Supply Agreements); Section 7.3 (Payments on Annual Net Sales) (solely with respect to obligations of Purchaser with respect to any amounts to be swept from gross sales and paid to Seller or to Grünenthal under the Commercialization Agreement in respect of the period through the Closing); Section 7.4 (Maintenance of Records) (with respect to the time period therein); Section 7.6 (Payments); Section 8.3 (Product Returns, Rebates and Chargebacks); Section 10.3 (Warranty Disclaimer), Section 11.1 (Acuform Patent Prosecution and Maintenance), Section 11.2 (Acuform Patent Infringement), Article 12 (Indemnification) (including, for the avoidance of doubt, with respect to the indemnification obligations of either Party in respect of any breach of a Fundamental Representation (as defined in the Commercialization Agreement)), Article 13 (Confidentiality and Publicity), Article 15 (Notices), and Article 17 (Miscellaneous). Notwithstanding the foregoing termination, Purchaser shall continue to be liable and responsible to satisfy its payment and expense reimbursement obligations to Seller and any third parties under the Commercialization Agreement that arose prior to the Closing in accordance with the terms thereof. Termination of the Commercialization Agreement shall not relieve either party of any obligations that accrued prior to such termination, including accrued payment obligations, to the extent such obligations remain unsatisfied. For clarification, this Section 10.05 is the sole provision that governs the survival of articles and sections of the Commercialization Agreement after its termination, and the Parties agree that Section 9.7 (Effects of Termination) of the Commercialization Agreement, or any other section there...
Commercialization Agreement. The Commercialization Agreement is in the form attached hereto as Exhibit A. All defined terms used herein but not defined in this Agreement shall have the meanings set forth in the Commercialization Agreement. Information marked by [***] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Securities and Exchange Commission.
Commercialization Agreement. With respect to Commercialization, the Parties have agreed to the terms set forth in Schedule 4.1 (“Commercialization Terms”) and will, for [***] following the Signing Date (or any other time period agreed by the Parties in writing), negotiate and execute a definitive Commercialization Agreement reflecting such Commercialization Terms. Such agreement shall be negotiated in good faith and acting reasonably, and shall set forth the rights and responsibilities of the Parties in connection with the Commercialization of the Products and which shall be consistent with the Commercialization Terms. If the Commercialization Agreement is not executed within the [***] period the Parties will prioritize and engage in additional discussions to conclude and execute the Commercialization Agreement as soon as possible.
Commercialization Agreement. If the commercialization agreement entered into by Portola and a Third Party to commercialize the Product [*] or [*] the Product and [*] in connection with development or commercialization of [*], then Portola [*] or [*] the Product and [*].
Commercialization Agreement. Once a product is nominated for full clinical development, the parties will have *** days to establish business terms for commercialization and to establish a clinical plan and budget for that candidate. Endo will fund and conduct the clinical development. If the parties cannot agree to terms in the *** period, then neither party may develop, license, or commercialize that compound for transdermal delivery with a third party for *** under any terms and for *** under terms that are more favorable to the third party than those last offered to the other party to this Agreement. If the parties agree to commercial terms and a development plan and budget within such *** period, then the parties will work to prepare and execute a commercialization agreement within *** days. If the parties are unable to execute a commercialization agreement within such *** period, then the same restrictions on development with a third party shall apply.
Commercialization Agreement. The Parties shall negotiate in good faith and enter into a separate global commercialization agreement (the Commercialization Agreement) at least [***] months prior to the anticipated start of any pivotal trial that may be used for BLA filing to a Regulatory Authority, which shall be consistent with the applicable provisions of this Agreement, reflect any mechanism or structure agreed upon by the Joint Steering Committee and shall include customary provisions relating to joint Commercialization, including, among others, the following matters: amendment to and updates of the Commercialization Plan, report and audit rights, co-promotion (including, among others, performance metrics, sales force compensation strategies, division of the applicable Region between the Parties’ respective sales forces on a 50/50 basis, sales force training), co-branding, marketing, recalls and medical inquiries, commercialization expenses, further details on the calculation of Profits, labeling, public statements and other information concerning the Collaboration Product, liability, indemnification, use of subcontractors and the responsibilities and powers of the Joint Commercialization Committee and the Lead Commercialization Party.
Commercialization Agreement. Within [***] of exercising the Commercialization Option for a Product, Theravance and Xxxxxxx will negotiate and enter into a commercialization agreement for such Product consistent with the provisions of this Agreement, the key commercialization terms set forth in this Section 5.2 and such other terms as the Parties may agree and as are customary in an agreement of that type to govern the Parties' joint Commercialization of the Products in the U.S. (the "Commercialization Agreement"). Theravance shall have the right to designate an Affiliate incorporated in the U.S. to undertake the rights and obligations otherwise attributable to Theravance under the Commercialization Agreement with Xxxxxxx'x prior written consent, not to be unreasonably withheld; provided that such consent is hereby provided with respect to Theravance Biopharma US, Inc., so long as it remains a U.S. entity and an Affiliate of Theravance.
Commercialization Agreement. The Department of the Air Force/Astrotech Space Operations Commercialization Agreement, including Annex B for Astrotech Space Operations, L.P. Programs between the 30th Space Wing and Astrotech Space Operations, L.P. (hereafter “Commercialization Agreement”) is hereby incorporated into this Lease Agreement as Attachment B. Each time the Commercialization Agreement is revised, it shall supersede its predecessor and be incorporated into this Lease Agreement. In the event of any inconsistency between the provisions of the Lease Agreement and the Commercialization Agreement, the terms of the Lease Agreement shall take precedence. Other supporting documents such as Joint Operating Procedures (JOPs), if entered into, will be subordinate to both of the above documents.
Commercialization Agreement. Once a product is nominated for full clinical development, the parties will have *** days to establish business terms for commercialization and to establish a clinical plan and budget for that candidate. Endo will fund and conduct the clinical development. If the parties cannot agree to terms in the *** period, then ***.
