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. 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. 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. 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. Xx. Xxxx and its Affiliates and Sublicensees shall use commercially reasonable efforts to commercialize each Licensed Product in each country in the Territory while Targacept and its Affiliates and Sublicensees shall use commercially reasonable efforts to commercialize each Licensed Product in the United States and Japan. In each case, such commercially reasonable efforts shall not be less than those used by a Party with respect to the commercialization of its own products of comparable commercial significance, however, Xx. Xxxx may elect not to commercialize a Licensed Product in any country in the Territory and Targacept may elect to delay commercialization of a Licensed Product in the United States or Japan for sound business or commercial reasons by providing prompt written notice of such election, together with a detailed explanation of the Party’s reasoning, to the JRDT.
Commercialization Obligations. 3.1 ES intends to use, or to cause its Sublicensees to use, commercially reasonable and diligent efforts to bring one or more ROYALTY-BEARING LICENSED PRODUCTS and ROYALTY BEARING 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 ROYALTY-BEARING LICENSED PRODUCTS and ROYALTY-BEARING LICENSED SERVICES throughout the life of this Agreement. ES makes no representation, guaranty, or warranty that it or its Sublicensees will be successful in developing or bringing to market any ROYALTY-BEARING LICENSED PRODUCT or ROYALTY-BEARING LICENSED SERVICES.
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 applicable Field in the Territory;
(ii) handling all returns of any Product in the applicable Field in the Territory;
(iii) controlling invoicing, order processing and collection of accounts receivable for the sales of any Product in the applicable Field in the Territory; and
(iv) distributing and managing inventory of any Product in the applicable Field in the Territory.
(b) ACADIA shall use Commercially Reasonable Efforts to carry out the Commercialization activities for the Products:
(i) as set forth in clause 10.3 with respect to Trofinetide Product, and
(ii) with respect to NNZ-2591 in the NNZ-2591 Field, in the Initial Territory and each of the countries set out in clause 6.1(b) 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. ACADIA shall book all sales of NNZ-2591 Products in the NNZ-2591 Field on a worldwide basis, and Neuren shall book all sales of NNZ-2591 Products outside of the NNZ-2591 Field in the Territory on a worldwide basis (for clarity the booking of sales does not limit the obligation to pay Gross Profits to the other party as described in clause 11.1, as applicable).
Commercialization Obligations. A. Licensee shall continue to diligently pursue the development and commercialization of the Invention in the Territory. To assist Licensee in such efforts, the parties hereto agree that Licensor shall assume operational control of Naturol Canada Limited, and all outstanding financial obligations incurred by Naturol Canada Limited in the furthurance of the objectives of the Exclusive License Agreement, including, but not limited to the commercial development programs at the Food Technology Centre, Prince Edward Island, xxxxx xxx Xational Research Council of Canada Industrial Research Assistance Program Contribution to Firms, and financial obligations relating to patent, trademark, licensing and contract issues contracted by Licensee for the benefit of Licensor.
B. Licensor shall make available to Licensee for its use hereunder, and shall timely disclose to Licensee, all information and data generated as a result of any efforts to develop and/or commercialize the Invention within or without the Territory and Licensee shall be free to use such information and data in its commercializion efforts, subject only to the Royalty obligations set forth herein.
C. If Licensee, or any Strategic Partner(s) of Licensee, decides not to manufacture, market or sell, or to cease the manufacture, marketing or sale of the Licensed Product without the bona fide intent to resume said manufacture market or sale, or to enter into new sublicenses or strategic agreements, for a period in excess of one (1) year Licensor may terminate this Agreement and the licenses granted herein. In such an instance, all rights granted to Licensee shall revert back to Licensor.
Commercialization Obligations. During the Term For each Distribution Product and subject to the terms and conditions of this Agreement, the Company shall, once Regulatory Approval is obtained for such Distribution Product in the Territory, use commercially reasonable efforts in respect of the Marketing, distribution and sale in the Territory of the Distribution Product. Prior to obtaining Regulatory Approval, the Company shall only conduct limited Marketing, distribution and sales of the Distribution Products in compliance with applicable PRC Law.
