Exclusive Commercialization Clause Samples
The Exclusive Commercialization clause grants one party the sole right to market, sell, or otherwise commercialize a specific product, technology, or intellectual property. In practice, this means that only the designated party can exploit the commercial potential of the subject matter, and the other party (often the owner or licensor) is restricted from granting similar rights to others or engaging in commercialization themselves. This clause is commonly used in licensing agreements to incentivize investment and development by ensuring that the licensee has a protected market position, thereby reducing competition and clarifying the scope of commercial rights.
Exclusive Commercialization. Subject to the terms and conditions of this Agreement, and effective as of the completion of the Closing as set forth in the Strategic Alliance Agreement, TLC grants TLC Hong Kong the exclusive and fully paid right to Commercialize the TLC Products in the China Territory. TLC hereby confirms that if any counterparty to a drug commercialization agreement or similar contract with TLC Group engages in the Commercialization of any TLC Products in the China Territory, or any sales of TLC Products into the China Territory, such engagement will be deemed a violation of its contract with TLC Group and TLC will (and will procure other members of the TLC Group to) enforce its contractual rights against such counterparty.
Exclusive Commercialization. 7.1 For the duration of the PARTIES’ performance of PROJECT work hereunder, EVONIK shall not pursue independently or engage with any THIRD PARTY in a project related to catalysts for use in the BIOAMBER FIELD. For the avoidance of doubt: This obligation will terminate as soon as the PARTIES have finally terminated their PROJECT work according to the DEVELOPMENT PROGRAM, even if this AGREEMENT has not yet formally expired pursuant to Article 11.1.
7.2 Subject to all relevant confidentiality obligations and other terms and conditions provided herein, BIOAMBER shall be free to pursue independently or engage with any THIRD PARTY development work related to the BIOAMBER FIELD or not and/or catalysts therefor, and/or to license such catalysts, (with respect to the BIOAMBER FIELD: both, “ALTERNATIVE CATALYST”). however:
7.3 BIOAMBER shall source its requirement of CATALYST (i.e. SCALE-UP and commercial supply, even if licensed in or independently developed) exclusively from EVONIK for a period terminating fourteen (14) years from the first commercial scale delivery to BIOAMBER (“EXCLUSIVITY PERIOD”), and to give EVONIK a first right to match competing offers for the supply of CATALYST for five years after the EXCLUSIVITY PERIOD, provided that EVONIK has successfully scaled up such CATALYST (meaning that mutually agreed milestones, price and performance targets are met). For all BDO / THF / GBL production in or destined for the European Union, the EXCLUSIVITY PERIOD shall be initially limited to seven (7) years, and after the initial 7-year-period the PARTIES shall seek to renew for another seven (7) years, subject to European anti-trust regulations then in effect.
7.4 For the duration of the EXCLUSIVITY PERIOD, EVONIK shall not itself commercially use, nor supply to any AFFILIATE or THIRD PARTY any CATALYST for commercial use in the BIOAMBER FIELD, without BIOAMBER’s prior written consent which may be given or withheld at BIOAMBER’s sole discretion.
7.5 The EXCLUSIVITY PERIOD shall terminate prior to its regular expiration pursuant to Article 7.3, unless otherwise agreed to by the PARTIES in writing, in the event:
(a) that EVONIK fails to successfully perform the SCALE-UP of a CATALYST as selected by BIOAMBER according to mutually agreed milestones, price and performance targets; or
(b) that BIOAMBER does not wish to perform any SCALE-UP within three (3) months from successful development of a CATALYST and EVONIK’s proposal for a SCALE-UP; or
(c) that EVONIK has ...
Exclusive Commercialization