Licensee Commercialization Sample Clauses

Licensee Commercialization. Licensee warrants and represents to Licensor that Licensee has sufficient capacity to manufacture the Combined Products and sell, offer for sale, market, advertise, distribute, and import the Products and Combined Products, and otherwise fulfill its obligations under this License Agreement with respect to the exploitation and commercialization of the Products and Combined Products.
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Licensee Commercialization. (a) Licensee shall, itself or through its Affiliates or Sublicensees, be responsible for, and shall control the conduct of, the Commercialization of the Product in the Licensee Territory, [***], and shall use Commercially Reasonable Efforts to Commercialize the Product in the Initial Indication in the Major Markets and in any other indication for which Marketing Approval of the Product is obtained in such Major Markets. For clarity, it is understood and agreed that nothing in this Agreement shall require Licensee to conduct any Development activities with respect to the Product. The Parties acknowledge that under appropriate circumstances it may fall within Commercially Reasonable Efforts in Commercializing the Product for Licensee to decide not to advance to the next stage of Commercialization depending on the outcomes of prior stages of Commercialization, including Market Access in the Licensee Territory. (b) Licensor shall supply to Licensee representative forms of Marketing, advertising and promotional core materials (together “Core Marketing Materials”), training manuals and educational materials for the Product used by Licensor in the Licensor Territory, which Licensee, its Affiliates and Sublicensees may adapt, in Licensee’s reasonable discretion and subject to any Third Party copyright, for use with respect to the Product in the Licensee Territory. (c) Licensee shall use Commercially Reasonable Efforts to develop and launch a patient support program for the Product in the Field and in the Licensee Territory [***], provided, in the event such patient support program is required under applicable Law in the countries of the Licensee Territory where the Licensed Product is Commercialized, Licensee shall develop and launch such patient support program [***]. (d) Licensee shall supply to Licensor final approved forms of the Core Marketing Materials, training manuals and educational materials for the Product used by Licensee, its Affiliates and Sublicensees in the Licensee Territory, which Licensor, its Affiliates and sublicensees may adapt, subject to Licensor’s reasonable discretion and subject to any Third Party copyright, for use with respect to the Product in the Licensor Territory. Upon Licensor’s reasonable request, Licensee shall also provide Licensor with all other marketing materials other than Core Marketing Materials developed, generated or otherwise prepared by or on behalf of Licensee.
Sample 1
Licensee Commercialization. Licensee shall use its best efforts to commercialize the PCE and/or GWE Technology world-wide, including, but not limited to: (a) providing for all support engineering required to make current shop specifications and shop drawings related to the PCE and/or GWE Technology as required to commercialize the PCE and/or GWE Technology world-wide. (b) providing for all metal fabrication, construction, assembly or any other requirement necessary to construct, ship, install and operate a plant using PCE and/or GWE Technology (reserving the right to TTL to fabricate and assemble PCE and/or GWE Technology related items at its facilities in Largo, Florida, or from an outsourcing supplier qualified for such purposes) as mutually agreed upon. (c) causing an evaluation of the current pending patents, trademarks, copyrights and other intellectual property to be filed or registered on the PCE and/or GWE Technology so as to ascertain any additional protective measures available and to recommend additional filings or registration which may extend the life of protection currently enjoyed by any PCE and/or GWE Technology. (d) providing for the marketing of the PCE and/or GWE Technology, including but not limited to, prospective client solicitation, education and presentation of all pertinent aspects of the PCE and/or GWE Technology.
Sample 1

Related to Licensee Commercialization

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Collaboration 31.1 If the Buyer has specified in the Order Form that it requires the Supplier to enter into a Collaboration Agreement, the Supplier must give the Buyer an executed Collaboration Agreement before the Start date. 31.2 In addition to any obligations under the Collaboration Agreement, the Supplier must: 31.2.1 work proactively and in good faith with each of the Buyer’s contractors 31.2.2 co-operate and share information with the Buyer’s contractors to enable the efficient operation of the Buyer’s ICT services and G-Cloud Services

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Territory 33.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC in the State. CenturyLink shall be obligated to provide services under this Agreement only within this territory. 33.2 Notwithstanding any other provision of this Agreement, CenturyLink may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 6.7 of this Agreement.

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