Out-Licensing Transactions Clause Samples

Out-Licensing Transactions. Commencing on the DC Identification Date, the Parties will use Commercially Reasonable Efforts to enter into an Out-Licensing Transaction in accordance with the terms of this Article 10 (Out-Licensing Transaction). For clarity, such obligation to use Commercially Reasonable Efforts will continue until the Parties enter into an Out-Licensing Transaction in accordance with the terms of this Article 10 (Out-Licensing Transaction). Unless a Party has Opted-Out or unless otherwise approved by the Parties, the Out-Licensing Agreement will [***], and (c) satisfy the Out-Licensing Criteria. Each Party will enter into any Out-Licensing Agreement satisfying the Out-Licensing Criteria or that is otherwise approved by the Parties; [***]. To the extent that the proposed terms of an Out-Licensing Agreement meet the Out-Licensing Criteria, but the Parties cannot agree to other terms in the Out-Licensing Agreement after discussion over a period of [***] then either Party may refer such matter to be resolved in accordance with Section 18.3 (Baseball Arbitration). [***]. For clarity, on a country-by-country basis, upon entering into an Out-Licensing Transaction in accordance with the terms of this Article 10 (Out-Licensing Transaction) with respect to such country, neither Party will be required to continue any further research, Development and Commercialization activities pursuant to any Research Plan, Development Plan or Commercialization Plan, as applicable, for such country under this Agreement, unless otherwise contemplated in such Out-Licensing Transaction.