Sales to Papua New Guinea and Indonesia Sample Clauses

Sales to Papua New Guinea and Indonesia. (a) The Licensee agrees to use reasonable commercial efforts: itself, or to cause a Sublicensee or distributor; to sell: (i) BADGE Products in the geographical territory of PNG. If the Licensee appoints a Sublicensee or distributor to sell the BADGE Products, the price to such Sublicensee or distributor shall not exceed the Cost-Based Price, provided that: (A) the BADGE Products have received all required regulatory approvals in PNG; and (B) the distribution of the BADGE Products in PNG is governed by a reasonable monitoring and reporting system designed to prevent recurrent re-export of the BADGE Products outside the territory of PNG. (ii) Other Products in the geographical territory of IND. If the Licensee appoints a Sublicensee or distributor to sell the Other Product, the price to such Sublicensee or distributor shall not exceed the Cost-Based Price, provided that: (A) the Other Products have received all required regulatory approvals in IND; and (B) the distribution of the Other Products in IND are governed by a reasonable monitoring and reporting system designed to prevent recurrent re-export of the Other Products outside the territory of IND. (b) The Licensee agrees that it will use reasonable commercial efforts to provide supporting documentation, data, or other information in its possession necessary for the regulatory approval of: (i) the BADGE Products in PNG; and (ii) the Other Products in IND. (c) The Licensee shall have no obligation under: (i) Section 3.5(b)(i) until regulatory approvals have been obtained and sales of the BADGE Product have commenced in all of: North America, the countries of the European Union, and Japan. (ii) Section 3.5(b)(ii) until regulatory approvals have been obtained and sales of the Other Product have commenced in all of: North America, the countries of the European Union, and Japan. (d) If the Licensee or a Sublicensee determines in good faith that it cannot perform the obligations set out in this Section 3.5 with respect to BADGE Product and/or Other Product without adversely impacting the value of the rest of the Product business, or causing unacceptable commercial risk to such business, then the Licensee may seek relief for UBC from UBC’s obligations to UPNG and/or IND Agency as appropriate to use reasonable efforts to ensure that agreements for the commercialization of the relevant Technology provide at-cost access to products under Sections 4.11 and/or 5.11 of the relevant Third Party Agreement(s). UBC will c...
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