Joint Territory. (a) Cephalon Rights. Cephalon hereby grants to Sanofi-Synthelabo in the Joint Territory, a co-exclusive license, co-exclusive with Cephalon, under the Cephalon Technology and Joint Technology to: (i) to import and use, but not make, have made, sell or offer for sale, Cephalon Compounds and Joint Compounds solely for use in the Research Program; (ii) to import, make, have made and use, but not sell or offer for sale, Cephalon Compounds and Joint Compounds solely for use in the Development Program; and (iii) to use, import, sell, and offer for sale Licensed Products; provided, however, that any rights to sell or offer for sale Licensed Product in the Joint Territory shall be exercised solely by the JV(s) in accordance with Section 4.2 (c).
Joint Territory. (i) The Transfer Price is estimated to be [**] of the annual Net Sales of Licensed Products in the Joint Territory for the supply by Cephalon of finished and packaged Licensed Product to the JVs for the Joint Territory. If the Transfer Price exceeds [**], but is less than or equal to [**] of said Net Sales, then the JVs shall bear that amount of Transfer Price that exceeds [**] of said Net Sales, but is less than or equal to [**] of said Net Sales. If the Transfer Price of finished and packaged Licensed Product by Cephalon to the JVs in the Joint Territory exceeds [**] but is less than or equal to [**] of said Net Sales, then the Discovery Royalty payable pursuant to Section 6.2(a) shall be lowered to such an extent that the total Discovery Royalty and Transfer Price payable by the JV together total [**] of Net Sales of such Licensed Product.
(ii) If the Transfer Price exceeds [**], Sanofi-Synthelabo shall have the option of permitting the JVs to (i) pay a reduced Discovery Royalty of [**] of Net Sales, or (ii) returning its rights under this Agreement to the Licensed Product to Cephalon. In the event the rights in Licensed Product are returned to Cephalon, and Cephalon markets the Licensed Product in the Joint Territory, or grants a license to a third party to market the Licensed Product in the Joint Territory, Sanofi-Synthelabo shall be entitled to a development royalty on Net Sales of such Licensed Product of [**] of Net Sales unless the Licensed Product is the subject of Sole Development by Sanofi-Synthelabo pursuant to Section 11.4, in which case the development royalty payable to Sanofi-Synthelabo shall be [**] of Net Sales. Cephalon shall not offer such Licensed Product to a third party at a combined royalty and Transfer Price less than that offered to the JV without the express written consent of Sanofi-Synthelabo.
(iii) In the event the Licensed Products are supplied by a source other than Cephalon as contemplated by Sections 3.3(b)(iii) and 4.3, the Discovery royalty payable to Cephalon shall nevertheless be adjusted pursuant to Section 6.5 depending upon the Transfer Price.
Joint Territory. Until the definitive supply agreement described in Section 8.3 has been executed by the Parties, the Parties agree that Cephalon shall be the exclusive supplier of all requirements for commercial supplies of GMP finished and packaged Licensed Products At Cost for use and resale in the Joint Territory. Cephalon may engage third party manufacturers to produce the Licensed Products with the prior written consent of Sanofi-Synthelabo, which consent shall not be unreasonably withheld.
Joint Territory. The Parties shall ensure that all required permits, licences and Approvals necessary or advisable to market, promote, sell and distribute Licensed Products in the Joint Territory will be maintained in good standing. The Parties' designee shall comply with all local laws, rules, regulations, and reporting requirements in force in each country of the Joint Territory covering, among other things, the marketing, promotion, sale and payment for Licensed Products.
Joint Territory. 8 3.4 Sublicense.......................................................8
Joint Territory. Each Party may, with respect to the rights granted to it in the Joint Territory under Section 3.1 (License to INSITE) or Section 3.2 (License to SSP), grant a sublicense to some or all such rights. Notwithstanding the foregoing, a Party may only sublicense all such rights to a single third party: (a) with the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; (b) if such Party does not reserve for itself right to exercise such rights in the Joint Territory during the term of the sublicense.
Joint Territory. 7.1. Commercialization of Product in the Joint Territory. From time to time during the Term, the Parties shall meet and discuss a strategy for commercialization of the Product in countries in the Joint Territory.
Joint Territory. If Kyowa Hakko exercises the Option, builds a manufacturing facility as provided in Paragraph 5.3(b)(ii)(1) and notifies COR that it is able to supply cGMP bulk [*] from such facility as provided in Paragraph 5.3(b)(ii)(3), then Kyowa Hakko shall supply cGMP bulk [*] for commercial use in the Joint Territory under the terms of the Supply Agreement to be negotiated by the parties pursuant to subparagraph (a) above. Such agreement will contain the following terms with respect to supply for the Joint Territory and such additional terms as are customary and reasonable in such agreements; provided that no additional compensation terms will be included unless mutually agreed by the parties.
Joint Territory. 9 ARTICLE 5
Joint Territory. Development and commercialization of Collaboration Products in the Joint Territory shall be conducted solely as provided in the Commercialization Agreement, and neither Party may develop or sell Collaboration Products in such countries except as provided in such agreement.
