Commercialization of JV Products. 25 10.2 Rights to JV Products 26 11. CONDITIONS TO CLOSING 26 11.1 Closing 26 11.2 Conditions to Closing 26 12. TERMINATION AND DISENGAGEMENT 27 12.1 TERM 27
Commercialization of JV Products. Whenever QIAGEN, BECTON or the Joint Venture believes a JV Product has been developed in the course of the Research Program, it shall promptly notify and provide all relevant data to the Management Committee. Upon such notice (and on its own initiative even without notice), the Management Committee shall determine whether a JV Product has been developed by the Joint Venture utilizing criteria to be established by the Management Committee and furnished to the Parties in writing. Upon a determination by the Management Committee that a JV Product has been developed by the Joint Venture (i) the Management Committee shall provide prompt written notice to each of QIAGEN and BECTON and (ii) QIAGEN and BECTON and the Joint Venture shall negotiate, execute and deliver a Product Manufacturing, Supply and Marketing Agreement (the “Product Agreement”) in form and substance satisfactory to the Parties covering such JV Product, and including the following terms:
Commercialization of JV Products. The Product Agreement shall provide that BECTON and QIAGEN shall develop and the Management Committee shall review, a joint commercialization plan (“Commercialization Plan”) for each JV Product, which shall include but not be limited to (i) demographics and market dynamics, market strategies, estimated country launch dates, a worldwide sales and expense forecast (including at [*]) and expected product profile, (ii) a market plan (including advertising and detailing forecasts and pricing strategies pertaining to discounts, samples and nominal price sales, as well as expected assignments of detailing responsibilities between the Parties’ respective sales forces; (iii) a commercialization budget (“Commercialization Budget”) for each JV Product, including the Third Parties to be utilized, if any, and the arrangements with them that have been or are proposed to be agreed upon; and (iv) amended Commercialization Milestones or Commercialization Milestones in addition to those Commercialization Milestones set forth in the Research Plan. Each Commercialization Budget shall include a budget of the expenses expected to be incurred in connection with performing the Commercialization Plan and the Commercialization Budget shall be submitted to the Management Committee for review and approval by a date to be established by the Management Committee. The Parties hereby acknowledge that the JV Products contemplated under the Joint Venture’s business plan as of the Effective Date are intended to have the characteristics set forth in Schedule 10.1.2 attached hereto, and the [*] provided, however, that the Management Committee may, from time to time, make decisions to change the distributorship of such JV Products. It is the understanding of the Parties that the Management Committee shall determine which Party or Parties shall be the distributor of JV Products other than JV Products having characteristics set forth in Schedule 10.1.2.
