Product Development and Commercialization. 13.1 XXXXXXX'X DEVELOPMENT RESPONSIBILITIES. Xxxxxxx shall be solely responsible for and have the sole right to select a compound for development into a Product. Once such a compound is selected for development, Xxxxxxx shall be solely responsible for and shall have the sole right to develop such compound throughout Pre-phase I and Phases I, II and III including making all Drug Approval Applications and obtaining all Regulatory Approvals on a worldwide basis. In this regard, Xxxxxxx agrees to carry out development of such compound consistent with its normal business practices. This development effort shall include the right to slow or terminate development and all other actions deemed by Xxxxxxx to be reasonable in the development of the compound. Moreover, Xxxxxxx shall be responsible for all cost and expenses in connection with such development efforts.
Product Development and Commercialization. 4.1.1 After Closing, the Purchaser will be responsible for all product development, including regulatory activities, clinical trials, manufacturing and commercialisation of the ARTMS Products.
4.1.2 After Closing, the Purchaser will use Commercially Reasonable Efforts to further develop and commercialize the ARTMS Products in Major Markets and will not, and will not permit the Corporation or their respective Affiliates, except as required by applicable Laws, to sell the ARTMS Products as a “loss leader” for other products or services offered by the Purchaser or its Affiliates.
4.1.3 After Closing, the Purchaser agrees to take, or cause the Corporation to take, all such steps as, using Commercially Reasonable Efforts, are required in order to enable the Earn-Out Milestones to be achieved within the Earn-Out Period (or sooner if an earlier time is set out below), including:
(a) to use Commercially Reasonable Efforts to complete all internal testing to confirm satisfaction of purity qualifications (“Validation”) of the ARTMS system with the Purchaser or its Affiliate’s [**];
(b) to use Commercially Reasonable Efforts to complete Validation of the ARTMS system with [**];
(c) subject to the rights of the Purchaser and its Affiliates pursuant to the third last sentence of Section 4.1.3(d), during the Earn-Out Period, to honour pre-existing third-party Contracts relating to all sales of ARTMS Products (provided that such third party Contracts are listed in Schedule 4.1.3(c) of the Vendors’ Disclosure Letter and have been disclosed in full, without redaction and identified prior to Closing) and not to take any action to materially alter, amend, modify, supplement or terminate such pre-existing third-party Contracts that would prevent the pre-existing Contract from being honoured in all material respects, unless required to do so by applicable Laws and except for termination in accordance with the terms of such third-party contracts based on a material breach of such Contracts by a third-party counterparty; and
(d) during the Earn-Out Period, not to take, or to refrain from taking, any action, directly or indirectly, the intent or effect of which is to frustrate the ability of the Corporation or the Vendors, in any manner whatsoever, to maximize Net Sales, achieve the Earn-Out Milestone, the Earn-Out Payments or Royalties, in any respect whatsoever, including, but not limited to, obstructing development or restricting sales of ARTMS Products that are intended to Co...
Product Development and Commercialization. Firmenich, upon execution and for the duration of this Agreement, will diligently proceed with the evaluation of Compounds and the development, manufacture, marketing and sales of Products as set forth below.
Product Development and Commercialization. Within thirty (30) days ----------------------------------------- following the delivery of DTI's Notice of Election for a Co-Promoted Product, the parties will each appoint two (2) representatives as members of a "Product Committee" (the "Product Committee"). Within three (3) months after delivery of DTI's Notice of Election, such Product Committee will begin drafting the initial development plan for the subject Co-Promoted Product (the "Development Plan"). The parties shall request the Committee to complete such Plan no later -------------------------------------------------------------------------------- * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. --------------------------------------------------------------------------------
Product Development and Commercialization. As of the Effective Date and during the Term, Orexigen will have full control, authority and responsibility over research, development, registration, manufacture, commercialization, marketing and sale of all Licensed Product in each country in the Field in the Territory, and all such activity will be undertaken at Orexigen’s or its Sublicensee’s or Further Sublicensees’s sole expense and discretion. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Product Development and Commercialization. 34 5.1. General .................................................................................................................. 34 5.2. Regulatory Approvals ........................................................................................... 34 5.3. Commercialization Activities ............................................................................... 34 5.4. Manufacturing ....................................................................................................... 34 5.5. Reporting............................................................................................................... 34 5.6.
Product Development and Commercialization. 5.1 Subject to Section 5.2, all business decisions, including, (i) the research and development of Licensed Products, except for the specific manner in which SELECT conducts its obligations under the Research Program; (ii) the manufacture of a Licensed Products either by itself or through Third Parties; and (iii) the design, sale, price, promotion and all other commercialization activities regarding Licensed Products, shall be within the sole discretion of AVANT.
Product Development and Commercialization. (a) MERCK agrees to use commercially reasonable efforts, consistent with the usual practice followed by MERCK to take compounds forward within Merck Research Laboratories as drug development candidates, to take Active Compound(s) forward for approval as Program Compound(s). After MERCK’s approval of such a Program Compound, MERCK shall, at it own expense, use reasonable efforts to develop and to introduce a Product in a Major Market as soon as practical, consistent with the efforts MERCK uses in pursuing the development of other products representing a similar marketing opportunity. MERCK shall be deemed to have satisfied its obligations under this Section 3.3 if MERCK has an ongoing and active research program or marketing program as described above, as appropriate, directed in good faith toward production and use of a Product.
(b) If either the making, having made, use, sale or import by MERCK, its Affiliates and/or sublicensees, of Program Compounds or Products, or the use by MERCK, its Affiliates and/or sublicensees of Targets consistent with the license grants set out in Article III, would infringe during the term of this Agreement a valid claim of a granted patent which ARENA owns or Controls and which patent is not covered by the grants in Article III, ARENA hereby grants to MERCK, its Affiliates and its sublicensees, to the extent ARENA is legally able to do so, a non-exclusive, royalty-free license in the Territory under such issued letters patent solely for MERCK and its Affiliates and/or sublicensees to make, have made, use, offer to sell, sell and import Program Compounds and Products in the Territory, and use the Targets as permitted under Article III.
Product Development and Commercialization. Within [...***...] of Ajinomoto’s first selection of an Ajinomoto [...***...] Compound, Ajinomoto shall provide Senomyx with [...***...] of Ajinomoto [...***...] Compounds, including plans for Ajinomoto [...***...] Product development, manufacturing and consumer acceptance testing. Ajinomoto will provide, at each Steering Committee meeting or if such meetings are no longer taking place, then on a [...***...] basis, [...***...] reports to Senomyx, which will include, without limitation, [...***...] of any Ajinomoto [...***...] Compound. Such reports will be treated as Confidential Information of Ajinomoto. Ajinomoto will use commercially reasonable efforts to obtain Regulatory Approval for [...***...]
Product Development and Commercialization. 5.1 In General. GSK, at GSK's sole expense (subject to ALLERGAN's performance of its obligations as set forth in Article 4 and Exhibits G and H), will use Commercially Reasonable Efforts to commercialize Product in the Territory, as provided in Section 5.5. Additionally, as provided in Section 5.3, GSK will develop Product for at least one (1)
