Duty to Exploit. It is understood and agreed that the Licensee undertakes for itself the obligation to sell the Licensed Material, but shall not incur any pecuniary liability for breach of this undertaking, it being understood and agreed that if the Licensee declines to accept otherwise feasible orders from any purchasers or fails to meet the requirements of any purchaser of the Licensed Material provided for in orders accepted by the Licensee, the Licensor may license such other third parties to supply the Licensed Material to such purchasers. Said licenses to said third parties shall be confined to supplying the Licensed Material to only such purchasers from whom the Licensee may have refused to accept orders or whom the Licensee has failed to supply, and said license shall be limited as to time only to the extent that the Licensee corrects such non-conforming conduct. The Licensor agrees that, in the event of the Licensee's breach of this duty to exploit the Licensed Material, no license shall be granted to any third party upon terms more favorable than the terms then in force between the Licensee and the Licensor.
Duty to Exploit. The licencee must exploit the patent or the trade mark in a serious and genuine manner. This obligation for the licencee is a material term of the agreement and does not need to be express to be valid. This obligation is stronger under trade mark licence agreements than under patent licence agreements, in order to avoid the forfeiture of the trade mark by the licensor. Indeed, pursuant to Article L. 714-5 of the French Intellectual Property Code applicable to trade marks, "an owner who has not put his mark to genuine use in connection with the goods or services referred to in the registration during an uninterrupted period of five years, without good reason, shall be liable to revocation of his rights." The lack of exploitation will lead to the early termination of the agreement and to the payment of damages to the licensor, unless such lack of exploitation is due to insurmountable difficulties.10 However, the duty to exploit is not considered a duty of public policy, and the right not to exploit, under certain conditions, may be expressly granted to the licencee. To encourage the licencee to exploit the patent or the trade mark, licence agreement often contain a clause providing for the payment of a minimum amount of royalties. If this clause is provided for in the agreement, the licencee who does not meet its obligations will incur the early termination of the licence agreement, or, if applicable, the loss of exclusivity. If nothing is provided for in the agreement with respect to minimum royalties, and if the results of 8 Court of Appeal of Paris, December 17, 1982 in D. 1984, I.R., p. 212. 9 TGI of Paris, 20 March 1976 cited in Burst X.-J., L'assistance technique dans les contrats de transfert technologique. D. 1979, chr., p. 1). 10 Court of Appeal of Paris, January 31, 1991: PIBD 500/1991, III, p.302 cited in JCl. Brevets, Contrats d'exploitations, Fasc. 658, p. 76. exploitation are not sufficient, the licensor may either opt to enforce the licence agreement or, with more success, for its early termination.
Duty to Exploit. Xxx shall use its best efforts to market, manufacture and otherwise commercially exploit the Products. Xxx will take no action the effect of which is to reduce the amount of the Royalties payable under Section 2 hereof.
Duty to Exploit. 9.1 NuVim covenants and agrees during the Term or any Renewal Term that it will use its best efforts to develop and promote, in good faith, the sale and use of Licensed Products manufactured by NuVim or any sublicensee thereof and to supply the demand therefor.
Duty to Exploit. SKYCROSS and LICENSEE agree that it is in the best interests of both parties to commercialize the Licensed Product to the greatest extent possible. Licensee shall use its commercially reasonable efforts to solicit orders for sales of Licensee products containing the Licensed Products.
