Failure to Commercialize. If Licensee is not fulfilling its obligations under Section 7.1 with respect to the Field in any country, and Caltech so notifies Licensee in writing, Caltech and Licensee shall negotiate in good faith any additional efforts to be taken by Licensee. If the parties do not reach agreement within thirty (30) days of Caltech’s written notice, the parties shall submit the issue to arbitration as provided in Article 12.
Failure to Commercialize. If [***] ([***]) years after the Effective Date, Licensee is not fulfilling its obligations under Section 7.1 with respect to the Field in at least [***] within the Territory, and Caltech so notifies Licensee in writing, Caltech and Licensee shall negotiate in good faith any additional efforts to be taken by Licensee. If the Parties do not reach agreement within [***] ([***]) days of Caltech’s written notice, Caltech may notify Licensee in writing that the license granted under Section 2.1(a) will be converted to a non-exclusive license grant. Licensee hereby acknowledges that said notification shall constitute a conversion of Licensee’s co-exclusive rights under Section 2.1(a) to non-exclusive rights, and that Licensee shall no longer be obligated under Sections 7.1 or 7.2. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
Failure to Commercialize. If this Agreement is terminated under Section 8.04(vi) for failure to commercialize the Product for the Indication, Inpharmakon shall have the exclusive option to purchase Horizon's rights to the Formulation and the NDA for the Product for the Indication, if applicable, and the exclusive right to use the data from the Clinical Trials, all for a price equal to Horizon's booked costs incurred to obtain the same. In that event, Inpharmakon shall have the right to proceed with a NDA for the Product for the Indication by itself or through others.
Failure to Commercialize. If there is a delay in achieving a development objective set forth in a development plan subject to section 4.B, then Company may nonetheless establish that it is using best commercially reasonable efforts if Company submits to University evidence:
i. that such delay is due to one or more of (a) government legislation or rules, (b) decisions or actions by regulatory entities with authority relating to the development, manufacture or commercialization of Licensed Products or (c) negative scientific or clinical developments or outcomes; or
ii. that the total expenditures by Licensed Entities to develop or market Licensed Products are at least [***] in any calendar year after the Effective Date; or
iii. such other demonstration of best commercially reasonable efforts as the parties may agree in good faith.
Failure to Commercialize. In the event that Allergan has not made a First Commercial Sale in a Major Market within twelve (12) months after Marketing Approval in such Major Market, unless the parties mutually agree not to market Product in such Major Market, then the license granted in Section 4.1 shall become non-exclusive in such country unless Allergan's failure to make such a First Commercial Sale results from Ista's failure to supply Product.
Failure to Commercialize. If Licensee is not fulfilling its obligations under Section 7.1 with respect to the Field in any country, and Caltech so notifies Licensee in writing, Caltech and Licensee shall negotiate in good faith any additional efforts to be taken by Licensee.
Failure to Commercialize. If Licensee is not fulfilling its obligations under Section 7.1 with respect to a Licensed Product in the Field, and Caltech so notifies Licensee in writing, Caltech and Licensee shall discuss additional efforts to be taken by Licensee. Licensee may remedy any failure to use commercially reasonable efforts by implementing the agreed-upon actions or at Licensee’s option, with Caltech’s consent, agreeing to pay Caltech increased annual minimums in lieu of the minimums provided in the first sentence of Section 5.6 as follows: an annual minimum royalty of [***] on the [***] anniversaries of the Effective Date; [***] on the [***] anniversaries of the Effective Date; and [***] on the [***] anniversary of the Effective Date and each anniversary thereof. If Licensee has not cured, or is not using reasonable efforts to cure, within [***] days of Caltech’s notice, then Caltech shall have the right to terminate pursuant to Section 10.
Failure to Commercialize. If CDx is not fulfilling its obligations under Section 4.1, and NDT so notifies CDx in writing, NDT and CDx shall negotiate in good faith any additional efforts to be taken by CDx. If the parties do not reach agreement within thirty (30) days of NDT’s written notice, NDT may terminate this Agreement pursuant to Article 10.
Failure to Commercialize. If Partner and its Affiliates and Sublicensees do not conduct any material Commercialization activities with respect to any Licensed Products in any of the Major Countries for a continuous period of longer than [*] at any time following the First Major Regulatory Approval and such failure to conduct any material Commercialization activities during such period is not: [*], then uniQure may deliver written notice to Partner of its intent to terminate this Agreement in its entirety, effective [*] after Partner’s receipt of such notice, provided that, if Partner or any of its Affiliates or Sublicensees commences any material Commercialization activity with respect to any Licensed Product in any single Major Country during such [*] period, then this Agreement will not terminate upon the expiration of such [*] period. By way of illustration only, if, following the First Major Regulatory Approval, Partner or any of its Affiliates or Sublicensees conducted material Commercialization activities in a Major Country (for example, [*]) in a [*] period, then this Section 13.2.4 (Failure to Commercialize) will not apply with respect to such [*] period even if Partner or any of its Affiliates or Sublicensees had not conducted material Commercialization activities in any other Major Country in the same [*] period. For the avoidance of doubt, the existence of this Section 13.2.4 (Failure to Commercialize) shall not be construed to limit Partner’s obligations under Section 6.3 (Commercialization Diligence) prior to termination of this Agreement pursuant to this Section 13.2.4 (Failure to Commercialize) or any other termination provision in this Agreement.
Failure to Commercialize. If, within [***] of the Launch Date, or, if there has not been a commercial sale of the Product in the Territory within [***] of the Effective Date, then within [***] from the Effective Date, Wyeth-Ayerst, its permitted sublicensees, or permitted distributors (a) have not made a commercial sale of the Product in a particular Region (except due to circumstances beyond Wyeth-Ayerst's control), (b) have not obtained Regulatory -------- [***]=CONFIDENTIAL TREATMENT REQUESTED
