Commercialization by Licensee. During the Term, Licensee shall be solely responsible for Commercializing Licensed Products in the Field in the Licensee Territory. Licensee shall be responsible for [***] percent [***] of the expenses (including pre-launch activities and other Commercialization expenses) incurred in connection with the Commercialization of Licensed Products in the Field in the Licensee Territory (except for shared branding costs as specified under Section 7.6).
Commercialization by Licensee. During the Term of this Agreement, Licensee shall diligently distribute, promote, and sell the Licensed Products, and Licensee will make and maintain adequate arrangements for the distribution of the Licensed Products throughout the entire Licensed Territory. Any determination that Licensee has failed to diligently manufacture, distribute, promote, or sell any single Licensed Product in any country within the Licensed Territory at any given time during the Term shall permit Licensors to terminate the license granted under this Agreement with respect to that Licensed Product and/or Licensed Territory.
Commercialization by Licensee. LICENSEE agrees that during the Term of this LICENSE it will diligently distribute, promote, and sell the LICENSED PRODUCTS, and that it will make and maintain adequate arrangements for the distribution of the LICENSED PRODUCTS throughout the entire LICENSED TERRITORY. Any determination that LICENSEE has failed to diligently manufacture, distribute, promote, or sell any single LICENSED PRODUCT in any country within the LICENSED TERRITORY at any given time during the Term shall permit LICENSOR to terminate this LICENSE with respect to that LICENSED PRODUCT and/or LICENSED TERRITORY.
Commercialization by Licensee. (a) Licensee, itself or through its Affiliates or sublicensees, shall use Commercially Reasonable Efforts to Commercialize the Product in the Field in each country of the Licensee Territory. Without limiting the generality of the foregoing, on a country-by-country basis, Licensee shall commence a Product Launch in each country (except for the United States) of the Licensee Territory no later than the date that is *** following Licensee’s receipt of Regulatory Approval in such country.
(b) Licensee shall commence a Product Launch in the United States in accordance with the quantities set forth on Schedule 4.4(b) within *** of the Effective Date. In the event that Licensee, due solely to reasons outside of its reasonable control, is unable to commence a Product Launch in the United States on or before such date, due to VIVUS, or any supplier or subcontractor of VIVUS, failing to ship to Licensee Product for sale reasonably in advance of such date, and ***, then, in addition to any other rights or remedies of Licensee under this Agreement, Licensee shall have the right to terminate this Agreement and promptly receive a return of the license fee paid by Licensee under Section 7.1. If VIVUS has complied with the terms of the above and in the event Licensee fails to commence a Product Launch in the United States within *** of the Effective Date and as a result of the failure to launch, ***, VIVUS shall, in addition to any other rights or remedies of VIVUS under this Agreement, have the right to retain the license fee paid by Licensee under Section 7.1, and VIVUS shall have no liability to Licensee as a result of ***.
Commercialization by Licensee. 7.1 LICENSEE shall use its best efforts to promote vigorously the marketing and distribution of the PRODUCTS to realize the maximum sales potential for the PRODUCTS in the TERRITORY. LICENSEE shall be solely responsible for all costs and expenses related to the advertising, marketing, promotion, and distribution of the PRODUCTS.
7.2 LICENSOR shall be responsible for the localization of the PRODUCTS. LICENSEE shall be responsible for the localization of manual and packages.
7.3 LICENSEE shall display "SOFTLINK" copyright in all documents and software copies of the PRODUCTS.
Commercialization by Licensee. (a) Licensee shall use commercially reasonable and diligent efforts to Commercially Exploit the Product, the Patent Rights and the License Technology in the Territory consistent with customary industry practices and applicable legal requirements.
(b) Licensor shall have the right to market the Product as Private label and to license and/or sublicense the Product to Private Label manufacturers if: (i) by August 1, 2005, Licensor has not received at least $*** in royalties pursuant to Section 4 hereof based on Net Sales of the Product; and (ii) Licensee fails to pay Licensor in immediately available funds, within ten (10) business days after notice from Licensor, an amount equal to the shortfall difference between $*** and the aggregate royalties actually received by Licensor pursuant to Section 4 hereof. In such event, Licensor shall, and shall require that any such Private Label manufacturers, refrain from using in connection with the Private Label products any trademarks, logos, trade dress, color schemes, or packaging identical or similar to the trademarks, logos, trade dress, color schemes, or packaging being used by Licensee with the Product at the time of such license to the Private Label manufacturer, and also refrain by using any statements to the effect that their Private Label products are comparable to or similar to the Product marketed by Licensee.
Commercialization by Licensee. Licensee agrees that during the Term of this Agreement it will diligently develop or have developed, distribute, operate, maintain, promote, and sell the Branded Games, and that it will make and maintain adequate arrangements for the distribution of the Branded Games. Any determination that Licensee has failed to diligently develop, or have developed, distribute, promote, or sell any Branded Game at any given time during the Term or Renewal Term shall permit Licensor to remove such country from the Territory unless Licensee remedies the failure within thirty (30) days of Licensee’s receipt of written notice from Licensor of its intended action.
Commercialization by Licensee. Licensee shall commence distribution, shipment and sale of the Licensed Products in commercially reasonable quantities in the Licensed Territory within six months after the effective dates of this Agreement (there may be varying effective dates depending upon the date Licensee was authorized to produce, sell, and distribute Licensed Product for an Owner as evidenced in Schedule B) and, thereafter, shall continue to distribute and sell the Licensed Products in the Licensed Territory during the term of this Agreement. Licensee agrees to use its best efforts to make and maintain adequate arrangements to meet the demand for the Licensed Products. Licensee agrees to sell the Licensed Products only through retail channels, such as retail outlets retail stores, catalogs directed to the general public, and via web-based transactions, subject to the terms of this Agreement. If Licensee sells Licensed Products directly to the consumer via a web-based commerce site, Licensee is required to validate the authenticity of the Licensed Product (i.e., display the name of Licensee in connection with the Licensed Product and/or provide a clear view of the required legend designating the product as an official licensed product as referenced in paragraph 5). Any other avenue of distribution must be expressly approved in writing by Learfield.
Commercialization by Licensee. (a) Licensee shall use commercially reasonable and diligent efforts to Commercially Exploit the Product, the Patent Rights and the License Technology in the Territory consistent with customary industry practices and applicable legal requirements.
(b) Licensor shall have the right to market the Product as Private label and to license and/or sublicense the Product to Private Label manufacturers if: ***. In such event, Licensor shall, and shall require that any such Private Label manufacturers, refrain from using in connection with the Private Label products any trademarks, logos, trade dress, color schemes, or packaging identical or similar to the trademarks, logos, trade dress, color schemes, or packaging being used by Licensee with the Product at the time of such license to the Private Label manufacturer, and also refrain by using any statements to the effect that their Private Label products are comparable to or similar to the Product marketed by Licensee.
Commercialization by Licensee. Licensee shall have the exclusive right, directly or through its Affiliates, Sublicensees and subcontractors, to develop and seek Regulatory Approvals for Products in the Field in the Territory and to commercialize Products in the Field in the Territory, including all Products developed in furtherance of the Development Activities. Licensee (itself or through its Affiliates or Sublicensees) shall have the sole and exclusive right and responsibility to determine, in its sole discretion, the trademarks, trade dress, style of packaging, labeling and domain names with respect to the packaging, marketing, distribution and sales of the Product in the Field in the Territory, and Licensor shall have no rights to such trademarks, trade dress, style of packaging, labeling or domain names.
