Specific Commercialization Obligations Sample Clauses
The Specific Commercialization Obligations clause sets out the precise duties and requirements a party must fulfill to actively commercialize a product, technology, or intellectual property. This may include benchmarks such as minimum sales targets, timelines for product launch, or required marketing efforts. By clearly defining these obligations, the clause ensures that the responsible party takes concrete steps to bring the product to market, thereby protecting the interests of the other party and reducing the risk of underperformance or neglect.
Specific Commercialization Obligations. Without limiting the generality of the provisions of Section 6.1, in connection with the Commercialization of the Product in the Territory for use in the Field by Pfizer hereunder:
(a) Pfizer shall be solely responsible for (i) receiving, accepting and filling orders for the Product in the Field in the Territory, (ii) handling all returns of the Product in the Field in the Territory, (iii) controlling invoicing, order processing and collection of accounts receivable for the sales of the Product in the Field in the Territory, and (iv) distributing and managing inventory of the Product in the Field in the Territory.
(b) Pfizer shall use Commercially Reasonable Efforts to launch the Product in each country (or other regulatory jurisdiction) in the Territory after all applicable Regulatory Approvals for the Product in such country (or other regulatory jurisdiction) have been obtained. Pfizer shall commercially launch the Product in each country in the Territory within sixty (60) days after the receipt of Pricing Approval and final label agreement of the Product in such country (to the extent Pricing Approval and final label agreement are required in such country, and otherwise within sixty (60) days after receipt of Product Approval in, or otherwise covering, such country); provided that Auxilium complies with its obligations to supply Product in accordance with Article 7 of this Agreement.
(c) Pfizer [***] of [***] from the Effective Date through [***].
(d) On an [***]:
(i) with respect [***] such Product [***]:
(1) [***] ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
(2) [***]
(1) [***]
(2) [***]
Specific Commercialization Obligations. Without limiting the generality of the provisions of Section 5.1, Maruho:
(a) shall (i) use Commercially Reasonable Efforts to Commercialize each Product in the Field in the Territory, (ii) use Commercially Reasonable Efforts to maximize the commercial potential for each Product in the Field in the Territory, (iii) represent Products accurately and fairly, and (iv) act in good faith to maximize the economic value of Products in the Field in the Territory. The Parties acknowledge and agree that the use of Commercially Reasonable Efforts in accordance with the foregoing Section 5.2.1(a)(i) shall include, without limitation, Maruho’s compliance with and execution of the Commercialization Plan.
(b) shall not (i) utilize deceptive, misleading, or unethical business practices, or (ii) intentionally take any action or inaction that would reasonably be likely to prejudice the value of any Product.
(c) shall be solely responsible for (i) receiving, accepting, and filling orders for the Products in the Field in the Territory, (ii) handling all returns of the Products in the Field in the Territory, (iii) controlling invoicing, order processing, and collection of accounts receivable for the sales of the Products in the Field in the Territory, and (iv) distributing and managing inventory of the Products in the Field in the Territory.
(d) shall use Commercially Reasonable Efforts to launch each Product in the Territory as quickly as commercially practicable after all applicable Regulatory Approvals for the Products in the Territory have been obtained. Maruho shall use Commercially Reasonable Efforts to ensure that, once launched, each Product remains commercially available in the Territory for the duration of the Royalty Term.
Specific Commercialization Obligations. Without limiting the generality of the provisions of Section 6.1, in connection with the Commercialization of the Product in the Territory for use in the Field by Licensee hereunder:
(a) Licensee shall (i) use Commercially Reasonable Efforts to Commercialize Product for use in the Field in the Territory and maximize the commercial potential for Product in the Field in the Territory, (ii) represent Product accurately and fairly, (iii) Commercialize Product so as to reflect favorably on Product and the good name, goodwill and reputation of VBL; (iv) act in good faith to attempt to maximize the economic value of Product and (v) use Commercially Reasonable Efforts to meet the Sales Targets set forth in the Commercialization Plan, provided that VBL is in compliance with its obligations to supply Product in accordance with ARTICLE 7 of this Agreement and (vi) achieve the minimum level of sales activities for the promotion of the Product to be agreed by the JCSC and set forth in the Commercialization Plan (e.g., minimum number of sales representatives dedicated to the Product, minimum priority level for the Product, minimum number of sales details to potential prescriber accounts).
(b) Licensee shall not (i) disparage, defame, discredit, or negatively comment to Third Parties in any way about or concerning the Product or VBL (including VBL’s activities, operations or other products) nor permit its employees, officers or directors to do so, (ii) utilize deceptive, misleading or unethical business practices, or (iii) knowingly take any action that would reasonably be likely to prejudice the value of Product.
(c) Licensee shall be solely responsible for (i) receiving, accepting and filling orders for the Product in the Field in the Territory, (ii) handling all returns of the Product in the Field in the Territory, (iii) controlling invoicing, order processing and collection of accounts receivable for the sales of the Product in the Field in the Territory, and (iv) distributing and managing inventory of the Product in the Field in the Territory.
(d) Licensee shall use Commercially Reasonable Efforts to launch the Product in the Territory within a reasonable time after all applicable Regulatory Approvals for Product have been obtained as agreed by the Parties and set forth in the Commercialization Plan, and shall thereafter ensure that the Product remains commercially available in the Territory for the duration of the Royalty Term, subject to adequate supply of the Pro...
Specific Commercialization Obligations. Without limiting the generality of the provisions of Section 6.1, in connection with the Commercialization of the Compound and Product by or on behalf of Licensee hereunder:
(a) Licensee shall (i) use Commercially Reasonable Efforts to Commercialize the Product for the Target Indication throughout the Territory and to maximize the commercial potential for the Product and (ii) not sell or distribute the Product in the [*CONFIDENTIAL*] in such a manner as to decrease the revenue attributable to the Product in the interest of benefiting another product being sold or distributed by or on behalf of Licensee.
(b) Licensee shall not utilize deceptive, misleading or unethical business practice in connection with the Commercialization of the Compound or Product hereunder.
(c) Licensee shall be solely responsible, directly or through its Affiliates or Sublicensees, as applicable in accordance with such activities as Affiliates or Sublicensees may conduct in accordance with the terms of this Agreement, for (i) receiving, accepting and filling orders for the Compound and Product, (ii) handling all returns of the Compound and Product, (iii) controlling invoicing, order processing and collection of accounts receivable for the sales of the Compound and Product, and (iv) distributing and managing inventory of the Compound and Product.
Specific Commercialization Obligations. In connection with the Commercialization of the Product in the Territory, OV shall use Commercially Reasonable Efforts to launch the Product in each country (or other regulatory jurisdiction) after all applicable Regulatory Approvals for the Product in such country (or other regulatory jurisdiction) have been obtained.
Specific Commercialization Obligations. Without limitation of Section 6.2.1, Gilead agrees to the following solely with respect to each of the Major Market Countries other than [*]:
Specific Commercialization Obligations. Without limiting the generality of the provisions of Section 6.1, in connection with the Commercialization of the Product in the Territory for use in the Field by HanX hereunder, during the Term, HanX shall be responsible for (and each Commercialization Plan shall reflect that):
(a) HanX shall be solely responsible for (i) receiving, accepting and filling orders for the Product in the Field in the Territory, (ii) handling all returns of the Product in the Field in the Territory, (iii) controlling invoicing, order processing and collection of accounts receivable for the sales of the Product in the Field in the Territory, (iv) booking and recording sales of the Product in the Field in the Territory in its books of account and (v) distributing and managing inventory of the Product in the Field in the Territory, in each case in accordance with HanX’s Applicable Accounting Standards, consistently applied, to the extent applicable.
(b) HanX shall use Commercially Reasonable Efforts to launch the Product in each country (or other regulatory jurisdiction) in the Territory after all applicable Regulatory Approvals for the Product in such country (or other regulatory jurisdiction) have been obtained; provided, however, that, notwithstanding the foregoing, HanX shall commercially launch the Product in each country in the Territory within [**] after the receipt of Pricing Approval of the Product in such country (or other regulatory jurisdiction).
Specific Commercialization Obligations. Without limiting the generality of Section 6.1 (Commercialization in the Field in the Territory) or Section 6.2.1 (Commercialization Diligence Obligations), in connection with the Commercialization of the Licensed Products in the Field in the Territory, Licensee will comply with all Applicable Law in all material respects.
Specific Commercialization Obligations. Section 6.2(b)(iii) is amended by inserting the following sentence at the end of the Section: “Notwithstanding anything contained herein to the contrary, the Parties may from time to time mutually agree in writing on adjustments to the number of Details set forth in Annex F.”
Specific Commercialization Obligations. (a) Section 6.2(b)(ii) is hereby replaced in its entirety with the following: Reserved
(b) The second sentence of Section 6.2(b)(iii) is hereby replaced in its entirety with the following: Gilead shall [*] that may impact the ability of Gilead to fulfill such obligation.
(c) Section 6.2(b)(iv) is hereby amended by replacing the words “subsections (i) through (iii)” with “subsections (i) and (iii)”.
(d) Section 6.2(b)(v)(A) is hereby amended by inserting the word “and” at the end of such Section.
(e) Section 6.2(b)(v)(B) is hereby deleted in its entirety.