Product Commercialization Plan Sample Clauses
Product Commercialization Plan. Within [***] of approval of the Consumer Acceptance Testing data, ▇▇▇▇▇▇▇▇ will prepare a Product Commercialization Plan detailing the commercially reasonable timing of manufacture, launch and commercialization of Product(s) in each country where regulatory approval is granted which will be approved by Senomyx and which will be attached as Appendix D to this Agreement, and incorporated into the Agreement by reference. The parties acknowledge that the Steering Committee shall not be responsible for drafting or approval of the Commercialization Plan. ▇▇▇▇▇▇▇▇ will initiate the Product Commercialization Plan outlined in Appendix D within a commercially reasonable period of time not to exceed [***] for such initiation. The Product Commercialization Plan may be revised from time to time, as the parties shall agree in writing, to reflect changing market conditions and to develop other Product Commercialization Plans and marketing plans as ▇▇▇▇▇▇▇▇ markets the Products worldwide. [***].
(A) ▇▇▇▇▇▇▇▇ will be responsible, at Campbell's expense, to commercialize and market any Product in each country worldwide, [***] and Senomyx will cooperate to the extent reasonably necessary to permit ▇▇▇▇▇▇▇▇ to perform the foregoing activities.
(B) If ▇▇▇▇▇▇▇▇ elects to abandon, discontinue, or forgo the Product Commercialization Plan or fails after a reasonable time, in accordance with the Product Commercialization Plan, to commercialize its Products [***], upon written notice to ▇▇▇▇▇▇▇▇ by Senomyx, Campbell's licenses under Section 8 of this Agreement to such Selected Compound will terminate [***] and the rights under the Senomyx Patent Rights to make, have made, use, sell and have sold such Product(s) [***] will revert to Senomyx. ▇▇▇▇▇▇▇▇ will have no obligation for the Product [***] where Campbell's rights are terminated under this Section 3.3. ▇▇▇▇▇▇▇▇ will provide written notice to Senomyx within 10 days of receipt of the written notice of termination. In the event ▇▇▇▇▇▇▇▇ shall not respond to the written notice, ▇▇▇▇▇▇▇▇ shall be deemed to have assented to the termination of rights.
Product Commercialization Plan. Within [***] of selection of the Selected Compound, Kraft will prepare a plan for Product Development for approval by the Steering Committee. The Product Commercialization Plan, attached as Appendix F to the Agreement and incorporated by reference thereto, will include commercially reasonable timelines and levels of diligence necessary for Kraft to maintain the co-exclusive license, as provided for under Section 10.1(A) of this First Amendment herein.
Product Commercialization Plan. Within [***] of selection of the Selected Compound, Kraft will prepare a detailed Product Commercialization Plan for approval by the Steering Committee, which will be made a part of the minutes of the Steering Committee. The Product Commercialization Plan will include commercially reasonable timelines (which if commercially reasonable will provide for the commercialization of Products within [***]) and levels of diligence necessary for Kraft to maintain the respective co-exclusive and exclusive licenses, as provided for under Section 10 of the Agreement.”
2. Section 9.3.1 of the Agreement is hereby amended and restated in its entirety as follows: “Royalty for [***] Products. Kraft will pay to Senomyx the following earned royalties during the Royalty Term beginning on the date that Patent Rights Controlled by Senomyx or its Affiliates arise claiming the composition of matter, or manufacture (if such method of manufacture is used by Kraft or Kraft’s manufacturer) or use of a Selected [***] Compound that Kraft incorporates or has incorporated into a [***] Product made, used, or sold by Kraft in the country covered by such Patent Rights and ending on the date that such Patent Rights for such Selected [***] Compound (i) expire or are canceled, (ii) are declared invalid or unenforceable by an unreversed and unappealable decision of a court or other appropriate body of competent jurisdiction, (iii) are admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, or (iv) are abandoned:
(A) With respect to sales during the first one (1) year period following the date of the First Commercial Sale of a [***] Product(s), Kraft will pay Senomyx a royalty equal to [***] on total annual Net Sales of each [***] Product(s); and
(B) With respect to sales after the one year anniversary of the First Commercial Sale of a [***] Product(s), Kraft will pay Senomyx a royalty equal to [***] on total annual Net Sales of each [***] Product(s). Multi-Component [***] Product. If a [***] Product in Field III is combined and sold in the form of a multi-component product containing ingredients, which ingredients themselves are not in Field III, then Kraft will be entitled to adjust the royalties paid to Senomyx under Section 9.3.1 by adjusting the Net Sales on which the royalties are based. In such event, the Net Sales base will be adjusted by the following percentage: [***].”
3. Section Section 9.5 of the Agreement is hereby amended and restated in its entirety as fo...