EXPLOITATION OF LICENSED TECHNOLOGY Sample Clauses

EXPLOITATION OF LICENSED TECHNOLOGY. 5.1. Except as provided for in this Agreement, the Company's obligations to exploit the Elan Technology shall be regulated by Clause 9 of the Development Agreement. 5.2. The Company shall exert its reasonable efforts [****] consistent with the [****] in each [****] determined in a commercially reasonable manner and with a view to [****]. The Company will diligently pursue the [****], as provided in the Business Plan. 5.3. The Company will be solely responsible for ensuring that the manufacture, promotion, distribution, marketing and sale of the Products within each country of the Territory is in strict accordance with all the legal and regulatory requirements of each country of the Territory. 5.4. All advertising, promotional materials and marketing costs needed to exploit the Products are to be paid for by the Company. Any packaging for the Products shall contain information to the effect that the Product has been developed by Elan in conjunction with Orasomal and the Company and is to be agreed upon by Elan in advance. Such acknowledgement shall take into consideration regulatory requirements and the Company's reasonable commercial requirements. The Company shall submit copies of all forms of trade package cartons and labels and other printed materials to Elan for approval before commercial sale of the Product commences. If a change in such materials from that initially approved which would require regulatory approval or filing or any other material change is proposed, all such package cartons and labels and printed materials shall be resubmitted for approval before commercial use thereof. It shall be presumed that Elan approved of such use unless Elan provides written notice of disapproval of such use to the Company within ten (10) business days of delivery of such materials to Elan, such approval not to be unreasonably withheld. The further consent of Elan shall not be required where the format and content of such materials is substantively similar as the materials previously furnished to and approved by Elan. **** REPRESENTS MATERIAL REACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EXPLOITATION OF LICENSED TECHNOLOGY. 7.1 Novartis will have the [*****] right in the Territory to develop the Products and/or exploit the licensed Emisphere Technology and Program Technology in the Field. In order to commercialize the Product(s), Novartis shall use commercially reasonable efforts (consistent with its efforts on products of similar commercial importance) to obtain marketing approval for and Launch the Product(s) in such countries in the Territory as is determined by normal Novartis business practices. It may be necessary to file an INDA or NDA and perform clinical testing in more than one country. The conduct of such clinical trials and the obtaining of regulatory approvals shall be controlled and completed by Novartis. 7.2 The strategy for the registration and the commercialization of the Product(s) shall be determined by Novartis. Novartis shall advise Emisphere as to its general commercialization strategy on a semi-annual basis. For each country in which the Product is Launched, Novartis shall inform Emisphere of the Launch at least [*****] prior to the expected date therefor. 7.3 Novartis shall exert its reasonable efforts to commercialize the Product(s) in each country of the Territory where Novartis has Launched Product(s). Such efforts shall be consistent with Novartis’s efforts on products of similar commercial importance. 7.4 Novartis will be solely responsible for ensuring that the manufacture, promotion, distribution, marketing and sale of the Product(s) within each country of the Territory is in strict accordance with all the legal and regulatory requirements of each country of the Territory. 7.5 All advertising, promotional materials and marketing costs needed to exploit the Product(s) are to be paid by Novartis. Novatis shall use reasonable efforts, if desired, to incorporate Emisphere trademarks and Logos on package inserts and labels subject to discussion between Emisphere and Novartis with respect to the appropriate protection of Emisphere’s trademark, service xxxx or trade name rights.