Diligence in Marketing and Selling Licensed Products Sample Clauses

Diligence in Marketing and Selling Licensed Products. As MA Approval for the Licensed Formulation for Use in the Primary Indication Disease is received in each country of the Licensed Territory, and as any pricing and reimbursement approvals required before marketing and Sale of Licensed Products may begin in any country is given, TILLOTTS must exercise Reasonable Commercial Diligence (as defined below), at its sole expense, to advertise and promote the Sale of Licensed Products in each such country and satisfy any demand that results from those efforts and to Sell Licensed in each such country. To exercise its “Reasonable Commercial Diligence,” TILLOTTS, on its own or through an Affiliate: (i) must expend and devote the efforts and resources that would be used by a company of similar standing within the pharmaceutical industry to the marketing, promotion, sale and general commercialization of a product, enjoying primacy among all other products or potential products of TILLOTTS or its Affiliates in the Licensed Field; and (ii) may not fail, after the date on which the first reimbursement price for Licensed Product is approved in the Licensed Territory, to Sell Licensed Product for any period of sixty consecutive days. Failure to exercise Reasonable Commercial Diligence is a material breach of this Agreement. To that end, and no later than the date three months after the date on which TILLOTTS receives MA Approval for a Licensed Product in a country and obtains any pricing and reimbursement approvals required before marketing and Sale of Licensed Products may begin in any country, TILLOTTS must have made substantive progress in: (1) assembling a force of sales and marketing personnel for the Licensed Product in that country; (2) educating that force about the Licensed Product and its uses; and (3) engaging distributors and otherwise established distribution channels for the Licensed Product in that country. In regard to the education of their respective sales and marketing force, each party must provide reasonable assistance to the other party, at the other party’s sole expense, in sharing its sales and marketing know-how and otherwise educating the other party’s sales and marketing force. Upon CPP’s written request, TILLOTTS must provide CPP with electronic copies of sales and promotional advertising materials representative of its sales and marketing efforts for the Licensed Product in those countries.
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Related to Diligence in Marketing and Selling Licensed Products

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Marketing and Promotion The School will be responsible for marketing and promoting the Sports Facilities in accordance with the agreed aims and targets. A marketing strategy will be prepared and implemented and reviewed on an annual basis.

  • Manufacturing and Supply (a) Depomed shall supply Product for use in conducting Depomed’s development activities for Product in the Field and in the Territory as set forth in Exhibit D. (b) During the four-year period beginning on the Effective Date (the “Supply Period”), Depomed shall supply and package (or have supplied and packaged) Product pursuant to this Section 4.8. Depomed will use commercially reasonable efforts to enter into a long-term Product supply agreement with [***] days after the Effective Date (the “Depomed Supply Agreement”) that will be freely assignable to Solvay or its Affiliates, successors or assigns at any time. In addition, Depomed and Solvay will negotiate and enter into a Product supply agreement with business terms substantially similar to the Depomed Supply Agreement concurrently with the execution and delivery by Depomed and [***] of the Depomed Supply Agreement (the “Solvay Supply Agreement”, and, together with the Depomed Supply Agreement, the “Supply Agreements”). The Supply Agreements will, together, contain the following provisions (among others mutually agreeable to the Parties): (i) Under the Solvay Supply Agreement, Depomed will agree to supply Solvay with its requirements of finished, packaged Product during the Supply Period; (ii) All manufacturing and records will be performed and maintained in accordance with specifications, cGMP and Applicable Law; (iii) Depomed will provide reasonable assistance to Solvay in the event Solvay wishes to qualify a backup Product manufacturer; (iv) Depomed shall [***]; (v) Solvay will pay Depomed the following amounts in connection with all activities performed by or on behalf of Depomed associated with Product manufacture and supply (other than activities specified on Exhibit D) (A) [***]% of Depomed’s out-of-pocket costs incurred in connection with such manufacture and supply of Product to Solvay, and (B) a labor charge equal to the FTE Charges for all Depomed employees allocated to the manufacture and supply of Product to Solvay, not to exceed FTE Charges for an aggregate of [***] during any given calendar quarter (and Depomed shall provide to Solvay periodic reports detailing the FTE Charges for which Solvay must pay Depomed hereunder);

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

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