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Common use of PRODUCTION & MARKETING Clause in Contracts

PRODUCTION & MARKETING. 11.1 The Licensee will not knowingly use the UBC Trade-marks or make reference to UBC or its name in any advertising or publicity, without the prior written consent of UBC. Without limitation, the Licensee will not issue a press release regarding this Agreement or the ‘Licensed Patents, Technology, UBC Improvements or any Assigned Licensee Improvements without first obtaining UBC’s written approval, such approval not to be unreasonably withheld or delay, and provided that Licensee shall be permitted to make such public disclosures regarding the existence or terms of this Agreement as are required to comply with applicable law or regulation. If the Licensee is required by law or regulation to disclose the Agreement or any of its terms, the Licensee will provide UBC with reasonable prior notice to permit UBC to bring an application or other proceeding to contest the requirement. 11.2 The Licensee represents and warrants to UBC that it has the infrastructure, expertise and resources to: (a) develop and commercialize the Licensed Patents, Technology and any Improvements; (b) track and monitor on an ongoing basis performance under the terms of each Sublicense Agreement; (c) monitor patent infringement regarding any patent relating to the Licensed Patents, Technology and any Improvements licensed under this Agreement; and (d) handle the Licensed Patents, Technology and any Improvements with care and without danger to the Licensee, its employees, agents, or the public. 11.3 The Licensee agrees that it will, throughout the Term: (a) use Commercially Reasonable Efforts to develop and commercialize the Licensed Patents, Technology and any Improvements allocating at least the same degree of diligence, expertise, infrastructure, and resources as the Licensee is allocating to other products developed and marketed by the Licensee that have a similar profit potential, are at the same stage of development, and have similar product life, patent position, market potential and regulatory issues; and (b) use Commercially Reasonable Efforts to promote, market and sell the Product and Licensee Owned Improvement Product (once Regulatory Approval is achieved) in the applicable countries and exploit the Licensed Patents, Technology and any Improvements and to meet or cause to be met the market demand for the approved Products and Licensee Owned Improvement Products and the potential use of the Licensed Patents, Technology and any Improvements. 11.4 Without Limiting the generality of the obligations set out in Article 11.3, the Licensee will use Commercially Reasonable Efforts to [*] according to the following development timeline: (a) Licensee will use Commercially Reasonable Efforts to [*] within [*] of the Effective Date; (b) Licensee will Use Commercially Reasonable Efforts to [*] within [*] of the Effective Date; (c) Licensee will use Commercially Reasonable Efforts to [*] within [*] of the Effective Date; and (d) Licensee will use Commercially Reasonable Efforts to [*] within [*] of the Effective Date. It is understood and agreed that actions by any Sublicensee may satisfy any of the above timeline matters. The Licensee further acknowledges UBC’s objective in licensing the Licensed Patents, Technology and any Improvements to the Licensee is that the Licensee use Commercially Reasonable Efforts to promote, market and sell Products (once Regulatory Approval is achieved) for use in several therapeutic fields, including possible [*]. Therefore, if the Licensee is developing a Product for a particular therapeutic field in accordance with the timelines set out in Articles 11.4(a) through (d), but is unable to develop, or cause to be developed other Product(s) within one or more other therapeutic fields of use, then the Licensee will at the request of UBC consider in good faith the grant by the Licensee of one or more sublicenses of the Licensed Patents, Technology and any Improvements on commercially reasonable terms to a third party or parties identified by UBC as being able to develop, or cause to be developed Product(s) within one or more of the therapeutic fields of use not being exploited by the Licensee. 11.5 If UBC believes in good faith that the Licensee is in material breach of Article 11.3, UBC may give notice to the Licensee under Article 18.3, which notice shall specify particulars of the alleged breach. Within 30 days of receiving UBC’s notice, the Licensee shall provide notice to UBC of its election to: (a) proceed with remedying the breach in accordance with Article 18.3, or (b) dispute the breach (“Dispute”) and refer the Dispute to mediation in accordance with Articles 11.6; or (c) accept the breach.

Appears in 3 contracts

Samples: License Agreement (Newlink Genetics Corp), License Agreement (Newlink Genetics Corp), License Agreement (Newlink Genetics Corp)

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PRODUCTION & MARKETING. 11.1 The Licensee will not knowingly use the UBC Trade-marks or make reference to UBC or its name in any advertising or publicity, without the prior written consent of UBC. Without limitation, the Licensee will not issue a press release regarding this Agreement or the ‘Licensed Patents, Technology, UBC Improvements Technology or any Assigned Licensee Improvements without first obtaining UBC’s written approval, such approval not to be unreasonably withheld or delay, and provided that Licensee shall be permitted to make such public disclosures regarding the existence or terms of this Agreement as are required to comply with applicable law or regulation. If the Licensee is required by law or regulation to disclose the Agreement or any act in breach of its termsthis Article, the Licensee will provide UBC with reasonable sufficient prior notice to permit UBC to bring an application or other proceeding to contest the requirement. 11.2 The Licensee represents and warrants to UBC agrees that it has the infrastructure, expertise and resources will use commercially reasonable efforts to: (a) develop and commercialize the Licensed Patents, Technology and any Improvements; (b) track and monitor on an ongoing basis performance under the terms of each Sublicense sublicense and sub-sublicense entered into under this Agreement; (c) monitor patent infringement in the Major Market Countries regarding any patent relating to the Licensed Patents, Technology Patent and any Improvements licensed under this Agreement; and (d) handle the Licensed Patents, Technology and any Improvements with care and without danger to the Licensee, its employees, agents, or the public. 11.3 The Licensee agrees that it willwill use commercially reasonably efforts to, throughout develop, promote, market, and sell products incorporating the TermTechnology. Without limiting the generality of the foregoing, the Licensee shall: (a) use Commercially Reasonable Efforts commercially reasonable efforts to develop and commercialize the Licensed Patents, Technology and any Improvements allocating at least the same degree of diligence, expertise, infrastructure, and resources raise capital as the Licensee is allocating to other products developed and marketed by the Licensee that have a similar profit potential, are at the same stage of development, and have similar product life, patent position, market potential and regulatory issues; and (b) use Commercially Reasonable Efforts to promote, market and sell the Product and Licensee Owned Improvement Product (once Regulatory Approval is achieved) in the applicable countries and exploit the Licensed Patents, Technology and any Improvements and to meet or cause to be met the market demand for the approved Products and Licensee Owned Improvement Products and the potential use of the Licensed Patents, Technology and any Improvements. 11.4 Without Limiting the generality of the obligations set out in the business and marketing plan referred to in Article 11.3, 6.5 as amended from time to time and approved by the Licensee will use Commercially Reasonable Efforts to [*] according to the following development timeline: (a) Licensee will use Commercially Reasonable Efforts to [*] within [*] directors of the Effective DateLicensee; (b) Licensee will Use Commercially Reasonable Efforts to [*] within [*] maintain a bona fide Board of Directors with a majority of directors who are not employees or officers of the Effective DateLicensee during the term of this Agreement; (c) undertake those activities and take such steps as may be reasonably required to enable the Licensee will use Commercially Reasonable Efforts to [*] within [*] fulfill the business and marketing plan as amended and approved from time to time by the Board of Directors; 11.4 If UBC is of the Effective Date; and (d) Licensee will use Commercially Reasonable Efforts to [*] within [*] of the Effective Date. It is understood and agreed that actions by any Sublicensee may satisfy any of the above timeline matters. The Licensee further acknowledges UBC’s objective in licensing the Licensed Patents, Technology and any Improvements to the Licensee is that the Licensee use Commercially Reasonable Efforts to promote, market and sell Products (once Regulatory Approval is achieved) for use in several therapeutic fields, including possible [*]. Therefore, if the Licensee is developing a Product for a particular therapeutic field in accordance with the timelines set out in Articles 11.4(a) through (d), but is unable to develop, or cause to be developed other Product(s) within one or more other therapeutic fields of use, then the Licensee will at the request of UBC consider in good faith the grant by the Licensee of one or more sublicenses of the Licensed Patents, Technology and any Improvements on commercially reasonable terms to a third party or parties identified by UBC as being able to develop, or cause to be developed Product(s) within one or more of the therapeutic fields of use not being exploited by the Licensee. 11.5 If UBC believes in good faith view that the Licensee is in material breach of Article 11.3, UBC may may, not more than once in any calendar year, give notice to the Licensee under in accordance with Article 18.3, which notice shall specify particulars 16.0 specifying the nature of the alleged breach. Within 30 15 days of receiving UBC’s notice, the Licensee shall provide notice to UBC of its election to: (a) proceed with remedying the breach in accordance with Article 18.3as described herein, or (b) dispute the breach (“Dispute”) and refer the Dispute to mediation in accordance with Articles 11.6; or (c) accept 11.5. If the Licensee elects to proceed with remedying the breach, Licensee shall, within 30 days of receiving the notice of breach, provide UBC with a reasonably detailed plan (“Remedy Plan”) that describes: i) the actions it will undertake to cure the breach and; ii) an estimate of the date when the breach will be cured (“Cure Date”). UBC shall have fifteen (15) days from the receipt of the Remedy Plan to review and approve such plan. If UBC approves the Remedy Plan proposed by the Licensee and provided, that the Licensee is employing commercially reasonable efforts to carry out the plan, the Agreement shall remain in full force and effect until the Cure Date. Should the Licensor be unable to remedy the breach by the Cure Date then the Licensee will (counting from the Cure Date) have a further 30 days to remedy the breach in accordance with Article 18.4(a). If the Licensee fails to remedy the breach within such 30 day period then UBC may terminate this Agreement or at UBC’s sole discretion it may enter into an agreement with the Licensee whereby the Licensee will make annual payments of [***] to UBC to maintain this Agreement, notwithstanding the Licensee’s breach.

Appears in 2 contracts

Samples: License Agreement (Oncogenex Technologies Inc), License Agreement (Oncogenex Technologies Inc)

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