Joint Commercialization Plan Clause Samples
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Joint Commercialization Plan. At an appropriate time to be mutually agreed by the Parties through the JMC (but in any event [**] months prior to commercial launch of the applicable Shared Product in the United States), the Parties through the JMC shall mutually agree upon the initial joint plan for Commercialization of such Shared Product for the U.S. (the “Joint Commercialization Plan”), with the goal that each Party’s participation in the Commercialization of Shared Product for the U.S. shall, to the extent practicable, be substantially equal on an ongoing basis, provided that a Party shall not be assigned a particular Commercialization activity or responsibility unless it has the capacity and capability to undertake such activity or responsibility, as determined by the JMC. The Joint Commercialization Plan may be amended or updated from time to time by mutual agreement of the Parties through the JMC, including any amendments or updates to any anticipated timelines or to the then-current budget. The Joint Commercialization Plan shall encompass the planned Commercialization strategy in the U.S. for the applicable Shared Product and shall set forth the corresponding budget of Shared Commercialization Costs, anticipated timelines, Commercialization activities to be performed by each Party, commercial supply forecasts, and the other matters described below. The initial Joint Commercialization Plan shall include the budgeted Shared Commercialization Costs for pre-launch Commercialization activities in the U.S. and for Commercialization activities through at least [**] Calendar Years after the First Commercial Sale of the Shared Product in the U.S. Thereafter, the Joint Commercialization Plan shall be updated by the Parties, through the JMC, on an [**] basis. The Joint Commercialization Plan shall contain at a minimum, solely in regards to the U.S., the following (unless otherwise mutually agreed by the Parties):
(1) wholesale acquisition cost (“WAC”) pricing strategy, publication strategy (with the Parties to agree on roles and responsibilities), market research and strategy, including market size, dynamics, growth, customer segmentation, competitive analysis and Shared Product positioning;
(2) sales forecast for the next [**] Calendar Years;
(3) medical education plan which shall set forth medical science liaison (“MSL”) and medical affairs strategies and activities, including meetings with key opinion leaders, consultancy meetings or programs, non-promotional activities, conferences, bu...
Joint Commercialization Plan. Any expenses incurred by a Party for Commercialization activities in the Shared Territory related to a Product that do not fall within the definitions of Joint Commercialization Costs will be borne solely by such Party unless the JCC determines otherwise. In addition, any expenditure or cost that exceeds the amount set forth in the applicable Joint Commercialization Plan by more than [***] for a calendar year or any unbudgeted cost that is incurred by either Party will be borne by such Party; provided that the JCC will have the discretion to review such expenditures or costs and propose to the JSC that they be designated as Joint Commercialization Costs.
Joint Commercialization Plan. The initial joint Commercialization plan (“Joint Commercialization Plan”) and the budget contained therein shall be the Commercialization plan and budget most recently provided by Takeda to Alnylam pursuant to Section 4.2(b). From time to time as may be reasonably necessary, Takeda shall have the right, in its sole reasonable discretion, to modify a Joint Commercialization Plan after consultation with Alnylam and giving good faith consideration to any reasonable comments or suggestions by Alnylam, including as to the allocation of responsibilities of the Parties as set forth in Section 7 below. Any material changes to the timeline or budget for the Commercialization of a Shared Product as such are set forth in the initial or any subsequently agreed Joint Commercialization Plan which (i) are reasonably likely to delay the commercial launch of the Shared Product by more than [**] or (ii) will increase the applicable Commercialization budget by more than [**] percent ([**]%) of the most recent applicable Commercialization budget for such Shared Product shall require the mutual agreement of the Parties: provided, however, that if Takeda pays the amount that exceeds [**] percent ([**]%) of the Commercialization budget, such requirement of item (ii) above (mutual agreement) will not apply.
Joint Commercialization Plan. Biogen Idec shall prepare the strategic elements of the first Joint Commercialization Plan prior to Sobi’s exercise of the Opt-In Right. Following Opt-In, the Parties shall use Commercially Reasonable Efforts to develop the operational elements, and further refine or amend the strategic elements, of the Joint Commercialization Plan, within sixty (60) days of Opt-In. Prior to [**] of each year, the JCC shall update and the JSC shall approve the Joint Commercialization Plan covering Commercialization activities for each Product. The JCC may, from time to time, amend or modify the then-current Joint Commercialization Plans. Each Joint Commercialization Plan shall contain sufficient details for each Party to conduct its typical budgeting activities. For avoidance of doubt, each Joint Commercialization Plan shall specify all of the Commercialization Activities of each Party, whether to be conducted individually or jointly by the Parties, and shall specify which, if any, of such Commercialization Activities are Additional Agreed Activities. Notwithstanding anything to the contrary in this Agreement, any Joint Commercialization Plan prepared by Biogen Idec prior to Opt-In shall not be binding on Sobi to conduct any activities, or be responsible for any portion of any costs incurred, after the exercise of its Opt-In Right for a Product, except to the extent such Joint Commercialization Plan is confirmed by the JCC or JSC after Opt-In.
Joint Commercialization Plan. The initial joint Commercialization plan (“Joint Commercialization Plan”) and the budget contained therein shall be the Commercialization plan and budget most recently provided by Takeda to Alnylam pursuant to Section 4.2(b). From time to time as may be reasonably necessary, Takeda shall have the right, in its sole reasonable discretion, to modify a Joint Commercialization Plan after consultation with Alnylam and giving good faith consideration to any reasonable comments or suggestions by Alnylam, including as to the allocation of responsibilities of the Parties as set forth in Section 7 below. Any material changes to the timeline or budget for the Commercialization of a Shared Product as such are set forth in the initial or any subsequently agreed Joint Commercialization Plan which (i) are reasonably likely to delay the commercial launch of the Shared Product by more than [**] or (ii) will increase the applicable Commercialization budget by more than [**] percent ([**]%) of the most recent applicable Commercialization budget for such Shared Product shall require the mutual agreement of the Parties: provided, however, that if Takeda pays the amount that exceeds [**] percent ([**]%) of the Commercialization budget, such requirement of item (ii) above (mutual agreement) will not apply.