Common use of Diligent Commercialization Clause in Contracts

Diligent Commercialization. Licensee acknowledges that it is important to CSMC, and a requirement of the United States Government under Title 35, Section 203 of the United States Code, that Licensee pursue the development, commercialization and marketing of Products and otherwise exercise commercially reasonable efforts to maximize the value of this Agreement to CSMC. Without limiting the foregoing, Licensee shall maintain a bona fide, funded, ongoing and active research, development, manufacturing, regulatory, marketing or sales program (all as commercially reasonable) to make Products commercially available to the public as soon as commercially practicable in the Territory. Should CSMC determine that Licensee fails to use commercially reasonable efforts to maximize the Patent Rights in any national political jurisdiction in the Territory at any time following the one (1) year anniversary of the Effective Date of this Agreement, CSMC shall provide Licensee with notice of such determination and give Licensee a period of ninety (90) days to provide written evidence satisfactory to CSMC that Licensee or its Permitted Sublicensee(s) has sales of Products in such jurisdiction in question or an effective, ongoing and active research, development, manufacturing, marketing or sales program, as appropriate, directed toward obtaining regulatory approval, and/or production and/or sales of Products in such jurisdiction in accordance with Licensee’s business, legal, medical and scientific judgment and Licensee’s normal practices and procedures for products having similar technical and commercial potential. Should Licensee fail to provide such written evidence satisfactory to CSMC within such ninety (90) day period, CSMC shall have the right, at CSMC’s sole and absolute discretion, to either: (i) terminate this Agreement with respect to the applicable national political jurisdiction within the Territory or (ii) require Licensee to negotiate in good faith a sublicense with a Permitted Sublicensee(s) in the applicable national jurisdiction to maximize the Patent Rights in such jurisdiction.

Diligent Commercialization. Licensee acknowledges that it is important to CSMC, and a requirement of the United States Government under Title 3500, Section 203 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Code, that Licensee pursue the development, commercialization and marketing of Products and otherwise exercise commercially reasonable efforts to maximize the value of this Agreement to CSMC. Without limiting the foregoing, Licensee shall maintain a bona fide, funded, ongoing and active research, development, manufacturing, regulatory, marketing or sales program (all as commercially reasonable) to make Products commercially available to the public as soon as commercially practicable in the Territory. Should CSMC determine that Licensee fails to use commercially reasonable efforts to maximize the Patent Rights in any national political jurisdiction in the Territory at any time following the one two (12) year anniversary of the Effective Date of this Agreement, CSMC shall provide Licensee with notice of such determination and give Licensee a period of ninety (90) days to provide written evidence reasonably satisfactory to CSMC that Licensee or its Permitted Sublicensee(s) has sales of Products in such jurisdiction in question or an effective, ongoing and active research, development, manufacturing, marketing or sales program, as appropriate, directed toward obtaining regulatory approval, and/or production and/or sales of Products in such jurisdiction in accordance with Licensee’s 's business, legal, medical and scientific judgment and Licensee’s 's normal practices and procedures for products having similar technical and commercial potential. Should Licensee fail to provide such written evidence reasonably satisfactory to CSMC within such ninety (90) day period, CSMC shall have the right, at CSMC’s 's sole and absolute discretion, to either: (i) terminate this Agreement with respect to the applicable national political jurisdiction within the Territory or (ii) require Licensee to negotiate in good faith a sublicense with a Permitted Sublicensee(s) in the applicable national jurisdiction to maximize the Patent Rights in such jurisdiction.

Diligent Commercialization. Licensee acknowledges that it is important to CSMC, and a requirement of the United States Government under Title 3500, Section 203 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Code, that Licensee pursue the development, commercialization and marketing of Products and otherwise exercise commercially reasonable efforts to maximize the value of this Agreement to CSMC. Without limiting the foregoing, Licensee shall maintain a bona fide, funded, ongoing and active research, development, manufacturing, regulatory, marketing or sales program (all as commercially reasonablereasonable ) to make Products commercially available to the public as soon as commercially practicable in the Territory. Should CSMC determine that Licensee fails to use commercially reasonable efforts to maximize the Patent Rights in any national political jurisdiction in the Territory at any time following the one two (12) year anniversary of the Effective Date of this Agreement, CSMC shall provide Licensee with notice of such determination and give Licensee a period of ninety (90) days to provide written evidence reasonably satisfactory to CSMC that Licensee or its Permitted Sublicensee(s) has sales of Products in such jurisdiction in question or an effective, ongoing and active research, development, manufacturing, marketing or sales program, as appropriate, directed toward obtaining regulatory approval, and/or production and/or sales of Products in such jurisdiction in accordance with Licensee’s 's business, legal, medical and scientific judgment and Licensee’s 's normal practices and procedures for products having similar technical and commercial potential. Should Licensee fail to provide such written evidence reasonably satisfactory to CSMC within such ninety (90) day period, CSMC shall have the right, at CSMC’s sole and absolute discretion, to either: (i) terminate this Agreement with respect to the applicable national political jurisdiction within the Territory or (ii) require Licensee to negotiate in good faith a sublicense with a Permitted Sublicensee(s) in the applicable national jurisdiction to maximize the Patent Rights in such jurisdiction.