Common use of Commercialization of the Product Clause in Contracts

Commercialization of the Product. (a) The Company itself or through one or more Subsidiaries or Licensees, shall use Commercially Reasonable Efforts to Develop and Commercialize the Product. Without limiting the foregoing, the Company will use Commercially Reasonable Efforts to prepare, execute, deliver and file any and all agreements, documents or instruments that are necessary or desirable to secure and maintain Marketing Authorization in the United States for the Product. The Company shall not withdraw or abandon, or fail to take any action necessary to prevent the withdrawal or abandonment of, Marketing Authorization in the United States for the Product once obtained, other than to the extent that such withdrawal is required for safety reasons or otherwise required under applicable Law. The Company shall use Commercially Reasonable Efforts, itself or through one or more Subsidiaries or Licensees, to Commercialize the Product in each jurisdiction in which Marketing Authorization is obtained. (b) The Company shall not enter into any Material Contract related to the Product unless the Company shall have performed reasonable and customary diligence in selecting the applicable counterparty to such Material Contract and negotiating and agreeing to the terms of such Material Contract (or any amendment, modification, restatement, cancellation, supplement, termination or waiver of any of the material terms thereof). In addition, if any Material Contract related to the Product terminates for any reason whatsoever, the Company shall use Commercially Reasonable Efforts to enter into a replacement Material Contract to the extent the relevant rights under such terminated Material Contract are required for the ongoing Development and Commercialization of the Product by the Company in accordance with its express obligations set forth in Section 5.16(a). (c) The Company shall, and shall cause its Subsidiaries to, comply with all material terms and conditions of and fulfill all material obligations under each Material Contract (including each License Agreement) related to the Product to which any of them is party. Upon the occurrence of a material breach of any such Material Contract by any other party thereto where such material breach has (or could reasonably likely to have) a material adverse effect on the Included Product Revenue or the Ex-U.S. Royalties the Company shall provide written notice of such breach to the Administrative Agent, describing in reasonable detail the 4895-2136-9357 v.12 relevant breach and use Commercially Reasonable Efforts to seek to enforce all of its (or its Subsidiary’s) rights and remedies thereunder.

Commercialization of the Product. (a) The Company itself or through one or more Subsidiaries or Licensees, shall use Commercially Reasonable Efforts to Develop and Commercialize the Product. Without limiting the foregoing, the Company will use Commercially Reasonable Efforts to prepare, execute, deliver and file any and all agreements, documents or instruments that are necessary or desirable to secure and maintain Marketing Authorization in the United States for the Product. The Company shall not withdraw or abandon, or fail to take any action necessary to prevent the withdrawal or abandonment of, Marketing Authorization in the United States for the Product once obtained, other than to the extent that such withdrawal is required for safety reasons or otherwise required under applicable Law. The Company shall use Commercially Reasonable Efforts, itself or through one or more Subsidiaries or Licensees, to Commercialize the Product in each jurisdiction in which Marketing Authorization is obtained. (b) The Company shall not enter into any Material Contract related to the Product unless the Company shall have performed reasonable and customary diligence in selecting the applicable counterparty to such Material Contract and negotiating and agreeing to the terms of such Material Contract (or any amendment, modification, restatement, cancellation, supplement, termination or waiver of any of the material terms thereof). In addition, if any Material Contract related to the Product terminates for any reason whatsoever, the Company shall use Commercially Reasonable Efforts to enter into a replacement Material Contract to the extent the relevant rights under such terminated Material Contract are required for the ongoing Development and Commercialization of the Product by the Company in accordance with its express obligations set forth in Section 5.16(a). (c) The Company shall, and shall cause its Subsidiaries to, comply with all material terms and conditions of and fulfill all material obligations under each Material Contract (including including, without limitation, each License Agreement) related to the Product to which any of them is party. Upon the occurrence of a material breach of any such Material Contract by any other party thereto where such material breach has (or could reasonably likely to have) a material adverse effect on the Included Product Revenue or the Ex-U.S. Royalties Revenue, the Company shall provide written notice of such breach to the Administrative AgentPurchaser, describing in reasonable detail the 4895-2136-9357 v.12 relevant breach and use Commercially Reasonable Efforts to seek to enforce all of its (or its Subsidiary’s) rights and remedies thereunder.

Commercialization of the Product. (a) The Company Each Obligor (itself or through one or more Subsidiaries or Licensees, licensees) shall use Commercially Reasonable Efforts to (i) Develop and obtain Marketing Authorization for Product in the United States, and (ii) Commercialize the ProductProduct in each jurisdiction in which Marketing Authorization is obtained. Without limiting the foregoing, the Company each Obligor will use Commercially Reasonable Efforts to prepare, execute, deliver and file any and all agreements, documents or instruments that are necessary or desirable to secure and maintain Marketing Authorization in the United States for the Product. The Company No Obligor shall not withdraw or abandon, or fail to take any action necessary to prevent the withdrawal or abandonment of, Marketing Authorization in the United States any applicable jurisdiction for the Product once obtained, other than to the extent that such withdrawal is required for safety reasons or otherwise required under applicable Law. The Company shall use , or where maintenance of such Marketing Authorization would not constitute Commercially Reasonable Efforts, itself or through one or more Subsidiaries or Licensees, to Commercialize the Product in each jurisdiction in which Marketing Authorization is obtained. (b) The Company Subject to Section 5.06(d), no Obligor shall not enter into any Material Contract related to the Product Agreement unless the Company such Obligor shall have performed reasonable and customary diligence in selecting the applicable counterparty to such Material Contract Product Agreement and negotiating and agreeing to the terms of such Material Contract Product Agreement (or any amendment, modification, restatement, cancellation, supplement, termination or waiver of any of the material terms thereof). In addition, if any Material Contract related to Product Agreement that is necessary for the Product Commercialization and Development Activities terminates for any reason whatsoever, the Company applicable Obligor shall use Commercially Reasonable Efforts to enter into a replacement Material Contract Product Agreement to the extent the relevant rights under such terminated Material Contract Product Agreement are required for the ongoing Product Commercialization and Development and Commercialization of the Product Activities by the Company such Obligor in accordance with its express obligations set forth in Section 5.16(a). (c) The Company shall, and shall cause its Subsidiaries to, comply with all material terms and conditions of and fulfill all material obligations under each Material Contract (including each License Agreement) related to the Product to which any of them is party. Upon the occurrence of a material breach of any such Material Contract Product Agreement by any other party thereto where such material breach has (or could is reasonably likely to have) a material adverse effect on Material Adverse Effect, or Product Material Adverse Effect in the Included Product Revenue or event at the Ex-U.S. Royalties time of determination, the Company shall provide written notice of such breach to the Administrative Agent, describing in reasonable detail the 4895-2136-9357 v.12 relevant breach and use Commercially Reasonable Efforts to seek to enforce all of its (or its Subsidiary’s) rights and remedies thereunder.any of

Commercialization of the Product. (a) The Company Each Obligor (itself or through one or more Subsidiaries or Licensees, licensees) shall use Commercially Reasonable Efforts to (i) Develop and obtain Marketing Authorization for Product in the United States, and (ii) Commercialize the ProductProduct in each jurisdiction in which Marketing Authorization is obtained. Without limiting the foregoing, the Company each Obligor will use Commercially Reasonable Efforts to prepare, execute, deliver and file any and all agreements, documents or instruments that are necessary or desirable to secure and maintain Marketing Authorization in the United States for the Product. The Company No Obligor shall not withdraw or abandon, or fail to take any action necessary to prevent the withdrawal or abandonment of, Marketing Authorization in the United States any applicable jurisdiction for the Product once obtained, other than to the extent that such withdrawal is required for safety reasons or otherwise required under applicable Law. The Company shall use , or where maintenance of such Marketing Authorization would not constitute Commercially Reasonable Efforts, itself or through one or more Subsidiaries or Licensees, to Commercialize the Product in each jurisdiction in which Marketing Authorization is obtained. (b) The Company Subject to Section 5.06(d), no Obligor shall not enter into any Material Contract related to the Product Agreement unless the Company such Obligor shall have performed reasonable and customary diligence in selecting the applicable counterparty to such Material Contract Product Agreement and negotiating and agreeing to the terms of such Material Contract Product Agreement (or any amendment, modification, restatement, cancellation, supplement, termination or waiver of any of the material terms thereof). In addition, if any Material Contract related to Product Agreement that is necessary for the Product Commercialization and Development Activities terminates for any reason whatsoever, the Company shall use Commercially Reasonable Efforts to enter into a replacement Material Contract to the extent the relevant rights under such terminated Material Contract are required for the ongoing Development and Commercialization of the Product by the Company in accordance with its express obligations set forth in Section 5.16(a).for (c) The Company shall, and shall cause its Subsidiaries to, comply with all material terms and conditions of and fulfill all material obligations under each Material Contract (including each License Agreement) related to the Product to which any of them is party. Upon the occurrence of a material breach of any such Material Contract Product Agreement by any other party thereto where such material breach has (or could is reasonably likely to have) a material adverse effect on Material Adverse Effect, or Product Material Adverse Effect in the Included Product Revenue event at the time of determination, the Company or the Ex-U.S. Royalties any of its Affiliates is Developing or Commercializing one or more Other Products, the Company shall provide written notice of such breach to the Administrative Agent, describing in reasonable detail the 4895-2136-9357 v.12 relevant breach and use Commercially Reasonable Efforts to seek to enforce all of its (or its Subsidiary’s) rights and remedies thereunder.