Interchangeable Formulations Clause Samples

Interchangeable Formulations. If the parties are unable to timely agree upon the salient terms of the ROFN Term Sheet or TILLOTTS does not accept the ROFR Notice within the ROFR Acceptance Period, if applicable, or Proposed Outside Field License on or before the expiration of the Term-Sheet Period or the License Negotiation Period, and if a Proposed Outside Field License would permit the Development of an Interchangeable Formulation in the Licensed Territory, CPP may not grant the Proposed Outside Field License to a third party unless either (i) TILLOTTS provides its written consent to the grant of the Proposed GID License, which consent may not be unreasonably withheld, or (ii) CPP agrees to pay an earned royalty in respect of the Sales of Licensed Formulation under the Proposed Outside Field License, as provided below. If TILLOTTS does not provide its written consent within sixty days of CPP’s written request therefor, then TILLOTTS must provide, on or before the conclusion of that sixty-day period, a written analysis that TILLOTTS believes demonstrates that the marketing and Sale of the Interchangeable Formulation under the Proposed Outside Field License would likely substantially reduce TILLOTTS’ Sales of the Licensed Formulation in the Primary Indication in the Licensed Territory. If TILLOTTS fails to timely provide the written analysis, TILLOTTS will be deemed to have granted its written consent. If, on or before the date thirty days after CPP receives TILLOTTS’ written analysis, CPP notifies TILLOTTS in detail that CPP disagrees with TILLOTTS’ demonstration of the likely substantial reduction of those Sales, then the parties will submit the matter to the Valuation Expert Panel (as defined below), which will promptly determine whether TILLOTTS’ analysis reasonably demonstrates the likely substantial reduction in Sales, which determination will be binding on the parties. If the Valuation Expert Panel determines that TILLOTTS has failed to reasonably demonstrate that likely substantial reduction, then CPP will be free to grant the Proposed Outside Field License without TILLOTTS’ written consent. If, within the thirty-day period following CPP’s receipt of TILLOTTS’ written analysis, CPP fails to notify TILLOTTS that it disagrees with TILLOTTS’ demonstration set forth in the written analysis, CPP will be deemed to have accepted TILLOTTS’ determination. If the Valuation Expert Panel determines that TILLOTTS failed to demonstrate such likely substantial reduction for an Interchangeable...