Commercialization Program. (a) COMMERCIALIZATION EFFORTS. Each Party will use Commercially Reasonable Efforts to Commercialize the Product on a worldwide basis in accordance with the Commercialization Plan. The Commercialization Plan shall contemplate the Marketing of Product in each Major Market and in each country in the Territory outside the Major Markets that is determined by the JCC to be feasible and commercially attractive for marketing of the Product. Subject to the terms and conditions of the Co-Promotion Agreement, Lilly shall have primary responsibility for preparing and proposing changes and modifications to the Commercialization Plan during the Term. However, the Parties acknowledge and agree that Amylin will actively participate in Commercialization activities both during the Development time frame and following Product Launch. In addition, Lilly shall consult with, and consider in good faith the suggestions of, Amylin with respect to such Commercialization strategies and activities, through the Parties' interaction on the JCC. Without limiting any rights of Amylin, the Parties anticipate that Amylin's most active participation will be in the U.S. and that with respect to countries in the Territory outside the U.S., Amylin's participation in Commercialization activities will be primarily through its review of proposed activities in meetings of the JCC. Lilly and Amylin will provide financial and other support for Commercialization of the Product as provided in this Agreement, the Co-Promotion Agreement and in the Commercialization Plan. Each Party shall provide consultation and advice to the other Party in furtherance of the Commercialization Plan through its participation on the Steering Committee and the Joint Commercialization Committee as described in Article 3.
Commercialization Program. (a) From the date hereof, TPL shall use its commercially reasonable best efforts to pursue the commercialization program on behalf of P-Newco, substantially in the manner contemplated by the Commercialization Agreement, with all proceeds therefrom to be allocated among the parties consistent with the terms of the Commercialization Agreement and the Operating Agreement, and Patriot and Xxxxx shall provide all reasonable assistance and cooperation with respect thereto.
(b) Upon receipt of any proceeds in connection with TPL’s commercialization efforts pursuant to Section 7.2(a) between the date hereof and the earlier of (i) the Termination Date and (ii) the Closing, TPL shall cause all Net Cash Proceeds generated as a result thereof to be paid to P-Newco at the Closing to be retained and/or distributed by P-Newco pursuant to the terms of the Operating Agreement.
(c) From the date hereof until the earlier of (i) the Termination Date and (ii) the Closing, TPL agrees to provide Patriot prompt notice upon (A) execution of any agreements relating to the MSD Patents, and (B) receipt by P-Newco of any funds therefrom.
Commercialization Program. 4.1 Commercialization Committee.
(a) After successful completion of the final U.S. Phase II clinical trial for any Product and approval by the FDA of the Phase III clinical trial protocol, the Parties shall form the Commercialization Committee for such Product, which shall be comprised of an equal number of members with half appointed by each Party. Each member of the Commercialization Committee shall have the appropriate level of skill, experience and familiarity with the Commercialization Program. InterMune's Vice President of Sales and Marketing shall serve as one of InterMune's Commercialization Committee members and shall be the Chairman of the Commercialization Committee. Each Party shall have the right to substitute different representatives as members on the Commercialization Committee as needed from time to time, and each Party may bring additional representatives to attend meetings of the Commercialization Committee in a non-voting, ad hoc capacity.
(b) The Commercialization Committee shall meet as often as the Committee deems necessary and at such meeting places as shall be mutually agreed upon by the Parties. The Commercialization Committee meetings may be held by telephone or videoconference, if agreed by the Commercialization Committee members. Each Party will designate an individual to serve as the liaison between the Parties to undertake and coordinate any communications as may be required between the Parties relating to the Commercialization Program. The Commercialization Committee shall operate by majority decision of its members and shall use good faith efforts to reach agreement on all matters to be decided. In the event the Commercialization Committee is unable to reach agreement on any matter before it within thirty (30) days of undertaking consideration of such matter, then the matter shall be resolved pursuant to Section 12.2.
Commercialization Program. Each of the Parties shall use commercially reasonable efforts in carrying out its obligations under the Commercialization Program as determined by the Commercialization Committee. In order to establish and maintain the largest market possible for each Product, under the direction of the Commercialization Committee, InterMune shall direct, all the marketing, sales, promotion, operational and technical personnel, know-how, equipment, supplies and facilities necessary to carry out the Commercialization Program, including without limitation appropriate staffing levels on an experienced, well-trained sales force dedicated exclusively to the Commercialization Program. InterMune shall be responsible for and shall commercially launch each of the Products at the direction of the Commercialization Committee. ** In addition, the Commercialization Committee shall set reasonable minimum annual sales performance obligations prior to the launch of each Product in each of the countries within the territory.
Commercialization Program. 60 6.1 Objectives for Commercialization of Joint Development Products................................60 6.2 Joint Commercialization Committee and Project Teams...........................................61 6.3 Joint Commercialization Committee Responsibilities............................................62 6.4 Joint Commercialization Project Team Responsibilities.........................................62 6.5 Decision Making...............................................................................64 6.6 North America Commercialization Project Team..................................................65 6.7 Commercialization Strategy and Decision Making................................................68 6.8 Revenue Booking in North America..............................................................68
Commercialization Program. Adial shall use commercially reasonable efforts to bring at least one Licensed Product to market through a diligent commercialization program, which program shall include but not be limited to the development, marketing, promotion, distribution and sale of such Licensed Products. A report of Adial’s efforts, and progress made, in bringing Licensed Products to market shall be provided to Foundation in accordance with the Diligence Reporting paragraph below. For purposes of this Article 4, the acts of Adial’s Affiliates and Sublicensees and any other collaborators of Adial shall be deemed the acts of Adial for purposes of satisfying Adial’s obligations hereunder.
Commercialization Program. 9 3.6 Sublicensees.......................................................... 9 ARTICLE 4
Commercialization Program. The Joint Commercialization Committee shall develop and maintain a detailed commercialization plan for each Product which sets forth all the programs and actions to be taken for the commercialization of such Product in the Joint Territory (the "Commercialization Plan"). The initial Commercialization Plan with respect to a Product shall be prepared, reviewed and approved as soon as practicable after the JCC determines that such Product is sufficiently likely to achieve Regulatory Approval in the Joint Territory to justify commencing pre-launch activities for such Product in the Joint Territory. Each Commercialization Plan shall include at a minimum the following Information: (a) a comprehensive marketing, sales, pricing, manufacturing, distribution and licensing strategy for the applicable Product in the Joint Territory, including the efforts allocated to each Party to conduct such marketing, promotion and sales and any proposed arrangements with Third Parties to be utilized or proposed to be agreed upon, and (b) market forecasts, in units of product and local currency, and competitive analysis for the applicable Product in the Joint Territory, and (c) a budget for the Allowable Expenses that each Party may incur in such marketing and sales efforts with respect to the Product allocated to such Party under the Commercialization Plan (the "Commercialization Budget"). The Commercialization Plan shall be submitted to Dendreon and Kirin for approval and shall be updated and approved on an annual basis, prior to sixty (60) days before the end of each calendar year.
Commercialization Program. 18 5.1 Commercialization Rights......................................... 18 5.2
Commercialization Program. Subject to the following sentence, Kirin and Corixa shall jointly determine the commercialization plan for Licensed Product(s) for Territory B, which plan shall cover the period commencing on regulatory approval of a Licensed Product in the first country within Territory B for a given Licensed Product (such plan, hereinafter, the "Territory B Commercialization Program" with respect to such Licensed Product(s)). Under the Territory B Commercialization Program, Corixa and Kirin shall have joint responsibility for the marketing and commercialization of Licensed Products in Territory B. The Territory B Commercialization Program shall describe, among other things, each party's respective [*] responsibilities and activities (including those performed by sublicensees and subcontractors) [*], [*] and [*], and Licensed Product [*] and [*] plans (including examples of planned Licensed Product [*]). The Commercialization Steering Committee shall review the Territory B Commercialization Program annually, and implement agreed-upon necessary modifications, if any. In light of Kirin's diligence obligation under Section 8.1, Kirin shall have the sole authority to determine the plan and budget for, and conduct, the marketing and commercialization of Licensed Products in Territory A. As between Corixa and Kirin, Corixa alone shall have the right and sole authority to conduct the marketing and commercialization of Licensed Products in Territory C.
