Commercialization Partner Clause Samples

Commercialization Partner. (a) TransTech shall use commercially reasonable best efforts to enter into, on or before the date (the “Partner Deadline”) that is [***] prior to the earliest date on which TransTech expects to conclude the First Commercial Sale of such Licensed Product, one or more binding agreements requiring a Commercialization Partner to use commercially reasonable best efforts to Manufacture and Commercialize at least one Licensed Product in at least the Major Markets (each such agreement, a “Commercialization Agreement”). TransTech, in its sole discretion, shall determine the terms of any such Commercialization Agreement subject to the efforts requirements set forth in this subsection (a). At the start of negotiations with any potential Commercialization Partner, TransTech shall offer to Novo an opportunity to negotiate a Commercialization Agreement in good faith and on a non-exclusive basis, provided that TransTech, in its sole discretion, shall decide whether or not to enter into a Commercialization Agreement with Novo or any potential Commercialization Partner. Novo shall have one (1) month from the date of TransTech’s offer to accept or reject such offer to negotiate a Commercialization Agreement. (b) If TransTech has not entered into one or more Commercialization Agreement(s) covering all Major Markets on or before the Partner Deadline, TransTech shall offer Novo an opportunity to negotiate in good faith a Commercialization Agreement covering the remaining Major Markets or all Major Markets, as the case may be. Novo shall have one (1) month from the Partner Deadline to accept or reject, in writing, TransTech’s offer to negotiate in good faith a Commercialization Agreement. If (i) Novo elects to enter into such negotiations with TransTech and (ii) TransTech shall not have (A) concluded such a Commercialization Agreement with Novo within three (3) months after Novo provides notice of such election or (B) received written notice from Novo within such three (3) month period of Novo’s intent to terminate such negotiations, then TransTech and Novo shall retain three (3) mutually acceptable, internationally recognized investment banking firms at least one (1) of which shall be based in the European Union and at least one (1) of which shall be based in the United States (the “Deciding Bankers”), which Deciding Bankers shall each independently assess the facts and circumstances relating to the Commercialization of Licensed Products in the applicable Major Markets and rec...