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.
