Commercialization Obligations Clause Samples

Commercialization Obligations. (a) Purdue shall use Commercially Reasonable Efforts to cause the First Commercial Sale of Licensed Product to occur as soon as reasonably practicable following Marketing Authorization Transfer, subject to, without limitation, BDSI’s ability to supply Licensed Product in a timely manner therefor under the Supply Agreement, and Purdue shall use Commercially Reasonable Efforts to Commercialize Licensed Products in the Territory, *** and (ii) a Commercially Reasonable initial commercial and promotional launch of the Licensed Product and post-launch marketing and promotion thereof. As between the Parties, Purdue, at its own expense, will be responsible for all of its Commercialization activities in the Territory. Except as otherwise explicitly provided in this Agreement, and without limitation of Purdue’s obligations above under this Section 5.01(a), Purdue shall determine, in its sole discretion, all aspects of the Commercialization activities and be responsible for market access for Licensed Products in the Territory. (b) Purdue shall determine pricing for Licensed Products in the Territory in its sole discretion. Purdue will not, and will ensure that its Affiliates and Sublicensees do not, ‘bundle’ any Licensed Product(s) with other products or services sold for separately stated prices, offer a discount on any Licensed Product as an enticement or in exchange for purchasing other products or services, or otherwise engage in any ‘loss leader’ or similar behavior with respect to any Licensed Product without BDSI’s prior written consent. Purdue will determine all reimbursement and launch activities related to the Product in the Territory. Purdue will apply for formulary listings of the Product with both public and private payors, as determined by Purdue. (c) In the event Purdue sublicenses any of its rights in accordance with this Agreement, the activities of Sublicensees may apply to the satisfaction of Purdue’s obligations under this Article V, provided, that, subject to the foregoing, Purdue’s obligations under this Agreement shall not be reduced or otherwise affected by any sublicensing by Purdue of its rights under this Agreement. (d) Upon the request of BDSI, but in no event more than once per Calendar Year, concurrent with Purdue’s brand planning schedule for its own products, Purdue shall provide to BDSI in writing its proposed annual marketing, sales and distribution plan for the Licensed Products, including a high-level summary of Purdue’s, its Affil...

Commercialization Obligations. Licensee shall use Commercially Reasonable Efforts: (a) to Commercialize the Licensed Product in each country in the Licensee Territory where conducting such activities would be Commercially Reasonable; and (b) without limitation to the foregoing, within ninety (90) days after obtaining all Regulatory Approvals necessary in such a country in the Licensee Territory for the Commercialization of the Licensed Product for the Initial Indication or any Additional Indication that is the subject of a Follow Up Registrational Study, to commence Commercialization of the Licensed Product in such country. Licensee shall allocate sufficient time, effort and skilled personnel to achieve the objectives of the Commercialization Plan and each Country Commercialization Plan.

Commercialization Obligations. Licensee shall use Commercially Reasonable Efforts to Commercialize the Licensed Products in the U.S., Europe, China, Japan, and in each other country within the Licensee Territory where Commercializing the Licensed Products would be Commercially Reasonable.

Commercialization Obligations. (a) Without limiting any other provision of this Agreement ACADIA (or its Affiliate or Sub-Licensee, as applicable) shall be solely responsible for: (i) receiving, accepting and filling orders for any Product in the Field in the Territory; (ii) handling all returns of any Product in the Field in the Territory; (iii) controlling invoicing, order processing and collection of accounts receivable for the sales of any Product in the Field in the Territory; and (iv) distributing and managing inventory of any Product in the Field in the Territory. (b) ACADIA shall use Commercially Reasonable Efforts to carry out the Commercialization activities for the Products in the Territory following approval of the Marketing Authorisation and receipt of any other approvals of Governmental Agencies required to conduct such Commercialization activities in the applicable country of the Territory.

Commercialization Obligations. 4.1 LICENSEE intends to use, or to cause its Sublicensees to use, commercially reasonable and diligent efforts to bring one or more LICENSED PRODUCTS, LICENSED PROCESSES and LICENSED SERVICES to market through an active and diligent program for exploitation of the PATENT RIGHTS and KNOW-HOW and to continue active, diligent marketing efforts for one or more LICENSED PRODUCTS, LICENSED PROCESSES and LICENSED SERVICES throughout the life of this Agreement. LICENSEE makes no representation, guaranty, or warranty that it or its Sublicensees will be successful in developing or bringing to market any LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICES.

Commercialization Obligations. 6.2.1 Upon receipt of the Marketing Authorization with respect to each Product and/or Optional Product, subject to the terms of this Agreement, the Parties shall use Commercially Reasonable Efforts to Commercialize and Manufacture for commercial supply such Product and/or Optional Product to the extent provided for, and in accordance with, the relevant marketing plan and approved budget. Each Party shall have the right to satisfy its diligence obligations under this Clause 6.2.1 through its Affiliates and permitted Third Parties, as the case may be.

Commercialization Obligations. (a) Yakult shall use Commercially Reasonable Efforts: (i) to Commercialize the Licensed Product in Japan; and (ii) without limitation to the foregoing, within ninety (90) days after the date that the price is publicly listed for the first time for the Licensed Product for the Initial Indication or any Additional Indication in Japan, to launch the Licensed Product in Japan. For purposes of this Section 4.1.2, “launch” shall mean the date of the first commercial sale of the Licensed Product in Japan. Yakult shall allocate sufficient time, effort and skilled personnel to achieve the foregoing obligations. (b) From and after the launch of the Licensed Product in Japan and during the term of this Agreement, Yakult shall commit to (i) spend no less than a minimum yearly budget of one hundred million Japanese Yen (JPY 100,000,000) for the Commercialization of the Licensed Product and (ii) maintain a sales force comprised of no fewer than one hundred fifty (150) qualified sales representatives actively engaged in marketing and selling the Licensed Product. (c) Yakult shall use Commercially Reasonable Efforts to ensure, wherever possible in keeping with its obligation to use Commercially Reasonable Efforts in the Commercialization of the Licensed Product, that the branding, positioning and messaging for the Licensed Product in Japan is consistent with GPC Biotech’s global strategy of maximizing revenue and profit in both Japan and the GPC Biotech Territory with respect to the Licensed Product, as well as with any approved Product Labeling for the Licensed Product in the GPC Biotech Territory; provided however, that Yakult may not act in any manner that is inconsistent with such global strategy with respect to the branding, positioning and messaging for the Licensed Product that could reasonably result in a material adverse effect on the Commercialization of the Licensed Product in the GPC Biotech Territory. Any Dispute concerning whether the positioning and message for the Licensed Product in Japan is consistent with such global strategy that, if inconsistent, could reasonably be anticipated to adversely affect GPC Biotech’s use, Development, Manufacture or Commercialization of the Licensed Product in the GPC Biotech Territory, shall be referred to resolution in accordance with Section 14.6.2(b). Notwithstanding the foregoing, Yakult shall have no obligation to act consistently with GPC Biotech’s global strategy to the extent that such strategy would not be legally...

Commercialization Obligations. Upon the receipt of the Regulatory Approvals for any Licensed Product in the Field in the Territory, Licensee (directly, or through its Affiliates and Permitted Sublicensees) shall use Commercially Reasonable Efforts to Commercialize the Licensed Product in the Field in the Territory. Unless otherwise agreed in writing by the Parties, Licensee shall be solely responsible for Commercializing the Licensed Product in the Field in the Territory at its own costs and expenses. Licensee and its Affiliates and Permitted Sublicensees shall perform Commercialization obligations under this Agreement in compliance with all Applicable Laws.

Commercialization Obligations. BMS, directly or through one or more of its Affiliates, Sublicensees or Distributors, shall use Commercially Reasonable Efforts to Commercialize Licensed Products for each indication for which it receives Regulatory Approval.