Commercialization Transition Sample Clauses
Commercialization Transition. Partner and its Sublicensees shall continue, to the extent that Partner and its Sublicensees continue to have an inventory of Products in the terminated country, to fulfill orders received from customers for Products in the terminated country until up to [...***...] after the later of (A) the date upon which Optimer notifies Partner in writing that Optimer has secured an alternative distributor or licensee for the Products in that country and (B) Partner has initiated transition of the ▇▇▇▇ and Regulatory Approvals for the Products in that country to such distributor or licensee, but in no event for more for than [...***...] after the date of notice of termination. For the Products sold by Partner or its Sublicensees in the terminated country after the effective date of termination, Partner shall continue to make payments to Optimer in accordance with Article 6. Notwithstanding the foregoing, Partner and its Sublicensees shall cease such activities upon [...***...] days’ written notice given by Optimer at any time after the effective date of a termination requesting that such activities cease. Within [...***...] days after Optimer has given notice to Partner requesting the cessation of activities in that country pursuant to the provision of this Section 12.3(e)(ii), Partner shall notify Optimer of an estimate of the quantity of Products labeled such that they can only be sold in that terminated country and shelf life remaining in Partner’s inventory and Optimer shall have the right to purchase any such quantities of such Products from Partner at a price mutually agreed by the Parties. To the extent Optimer does not purchase such quantities, Partner may sell such quantities in such country during the [...***...] days after the effective date of such termination within the shelf life remaining for such Products or relabel them for sale elsewhere in the Territory.
Commercialization Transition. Unless this Agreement is terminated by Zogenix under Sections 12.2(f), (g)(i), (h)(ii), (j)(ii), or (j)(iii), or by Distributor under Sections 12.2(d), (g), or (l), or terminated automatically under Section 12.2(k), Distributor shall continue, to the extent that Distributor continues to have Product inventory, to fulfill orders received from customers for Product in the Territory until up to [***] after the date on which Zogenix notifies Distributor in writing that Zogenix has secured an alternative distributor for the Product in the Territory, but in no event for more for than [***] after the effective date of termination. All Product sold by or on behalf of Distributor or its Affiliates or Sub-distributors after the effective date of termination will be included in calculations under Article 6. Notwithstanding the foregoing, Distributor shall cease such activities upon [***] written notice from Zogenix at any time after the effective date of termination requesting that such activities cease. Within [***] after receipt of such cessation request, Distributor shall provide Zogenix an estimate of the quantity and shelf life of all Product remaining in Distributor’s or its Affiliates’ or Sub-distributors’ inventory, and Zogenix shall have the right to purchase any such quantities of Product from Distributor at a price mutually agreed by the Parties.
Commercialization Transition a. Within twenty (20) Calendar Days following the Effective Date, Licensor shall request that all wholesalers remove and use its Commercially Reasonable Efforts to assist wholesalers to remove or have removed from all distribution channels in the U.S. all Products labeled with Licensor’s national drug codes (excluding Transition Quantities). “Transition Quantities” means a quantity of Product to be identified in writing by Licensee that will remain in the distribution channels in the U.S.
Commercialization Transition. In the event this Agreement is terminated, except in the case of termination by Roivant pursuant to Section 12.4 (material breach) or 12.5 (bankruptcy), Roivant shall, at Arena’s written request, and subject to any agreement required under Section 13.2(c)(ii), if applicable, use Commercially Reasonable Efforts to cooperate with Arena or its designee to effect a smooth and orderly transition of the Commercialization of Products following the effective date of any other termination of this Agreement.