Common use of Company Responsibility for Commercialization of Products Clause in Contracts

Company Responsibility for Commercialization of Products. If Company has exercised the option to continue the Agreement under Section 4.1(b) above, Company shall have the sole right and responsibility, at its sole expense, for all aspects of the Commercialization of Products in accordance with the applicable Product Commercialization Plan, in the Field and in the Territory and shall have the sole right and responsibility, at its sole expense, for order fulfillment and distribution of Product and for booking all sales of Product in the Territory, including, without limitation, the conduct of: (a) all activities relating to the Manufacture and supply of Products for Commercialization in the Territory; and (b) all marketing, promotion, sales, distribution, import and export activities (including securing reimbursement, conducting sales and marketing activities and any post-marketing trials or post-marketing safety surveillance and maintaining databases). Company and its Affiliates shall have the right, in their sole discretion, to appoint Distributors to distribute Products in the Territory. For purposes of this Section 4.6(c), the term Distributor shall mean a Third Party which warehouses and distributes a Product for which Company or an Affiliate or Sublicensee (i) holds the Commercialization Regulatory Approval and (ii) is responsible for marketing the Product, and shall not include any entity which holds Commercialization Regulatory Approval for the Product or is responsible for marketing the Product, unless such entity was granted a sublicense pursuant to Section 2.3 above. The fact that an entity is the party that actually sells the Product is not determinative of whether such party is a Distributor.

Company Responsibility for Commercialization of Products. If Company has exercised the option to continue the Agreement under Section 4.1(b) above, (i) Company shall have the sole right and responsibility, at its sole expense, for all aspects of the Commercialization of Products in accordance with the applicable Product Commercialization Plan, in the Field and in the Company Territory and (ii) shall have the sole right and responsibility, at its sole expense, for order fulfillment and distribution of Product and for booking all sales of Product in the Company Territory, including, without limitation, the conduct of: (aA) all activities relating to the Manufacture and supply of Products for Commercialization in the Company Territory; and (bB) all marketing, promotion, sales, distribution, import and export activities (including securing reimbursement, conducting sales and marketing activities and any post-marketing trials or post-marketing safety surveillance and maintaining databases). Company and its Affiliates shall have the right, in their sole discretion, to appoint Distributors to distribute Products in the Company Territory. For purposes of this Section 4.6(c), the term Distributor “Distributor” shall mean a Third Party which warehouses and distributes a Product for which Company or an Affiliate or Sublicensee (ix) holds the Commercialization Regulatory Approval and (iiy) is responsible for marketing the Product, and shall not include any entity which holds Commercialization Regulatory Approval *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities Exchange Commission. for the Product or is responsible for marketing the Product, unless such entity was granted a sublicense pursuant to Section 2.3 above. The fact that an entity is the party that actually sells the Product is not determinative of whether such party is a Distributor.

Company Responsibility for Commercialization of Products. If Company has exercised the option to continue the Agreement under Section 4.1(b) above, (i) Company shall have the sole right and responsibility, at its sole expense, for all aspects of the Commercialization of Products in accordance with the applicable Product Commercialization Plan, in the Field and in the Company Territory and (ii) shall have the sole right and responsibility, at its sole expense, for order fulfillment and distribution of Product and for booking all sales of Product in the Company Territory, including, without limitation, the conduct of: (aA) all activities relating to the Manufacture and supply of Products for Commercialization in the Company Territory; and (bB) all marketing, promotion, sales, distribution, import and export activities (including securing reimbursement, conducting sales and marketing activities and any post-marketing trials or post-marketing safety surveillance and maintaining databases). Company and its Affiliates shall have the right, in their sole discretion, to appoint Distributors to distribute Products in the Company Territory. For purposes of this Section 4.6(c), the term Distributor “Distributor” shall mean a Third Party which warehouses and distributes a Product for which Company or an Affiliate or Sublicensee (ix) holds the Commercialization Regulatory Approval and (iiy) is responsible for marketing the Product, and shall not include any entity which holds Commercialization Regulatory Approval *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. for the Product or is responsible for marketing the Product, unless such entity was granted a sublicense pursuant to Section 2.3 above. The fact that an entity is the party that actually sells the Product is not determinative of whether such party is a Distributor.