Common use of Specific Commercialization Obligations Clause in Contracts

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 Product by VBL in accordance with ARTICLE 7 of this Agreement. (e) Following the First Commercial Sale of the Product in the Field in the Territory and for the duration of the Royalty Term, Licensee shall use Commercially Reasonable Efforts to maximize the market access of the Product in the Field in the Territory.

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 Territory, (ii) maximize the commercial potential for Product in the Field in the Territory, (iiiii) represent Product accurately and fairly, (iiiiv) Commercialize Product so as to reflect favorably on Product and the good name, goodwill and reputation of VBL; Amarin and (ivv) 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 Amarin (including VBLAmarin’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 or inaction 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 Planobtained, 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 Product by VBL in accordance with ARTICLE 7 of this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (e) Following As promptly as practicable, following the First Commercial Sale of the Product in the Field in the Territory and for the duration of the Royalty TermPRC, Licensee shall use Commercially Reasonable Efforts commit a dedicated team to maximize the market access of the Product in the Field in the Territory.PRC. During the [***] period after the First Commercial Sale of the Product in the Field in the PRC, Licensee shall use Commercially Reasonable Efforts (1) to file applications to win the biddings in all core provinces in the PRC as agreed under the Commercialization Plan, (2) to submit for pricing approval and (3) for listing in the national drug reimbursement catalogue. [***]

Specific Commercialization Obligations. Without limiting the generality of the provisions of Section 6.15.1, in connection with the Commercialization of the Product in the Territory for use in the Field by Licensee hereunder: (a) Licensee shall use [***] to (i) use Commercially Reasonable Efforts to Commercialize the Product for use in the Field in the Territory and maximize the commercial potential for Product in the Field in the Territory, (ii) maximize the commercial potential for the Product in the Field in the Territory, (iii) represent the 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 not sell Product as part of a bundle 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 any manner 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 would disadvantage the Product relative to be agreed by any other product(s) in such bundle including, without limitation, the JCSC and set forth discount or rebate for any Product is greater than the discount or rebate for any other product(s) included 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)such bundle. (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 (iiiii) knowingly take any action or inaction that would is incompatible with [***] to Commercialize the Product, or which the Licensee should reasonably be know is likely to prejudice the value of the 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 (i) launch the Product in each country (or other regulatory jurisdiction) as Licensee deems commercially appropriate to do so in the Territory within a reasonable time after all applicable Regulatory Approvals for the Product in such country (or other regulatory jurisdiction) have been obtained as agreed by the Parties and set forth in the Commercialization Planobtained; and, and shall thereafter (ii) ensure that once launched, the Product remains commercially available in the Territory each country in which it has been launched for the duration of the Royalty Term, subject to adequate supply of the Product by VBL Term in accordance with ARTICLE 7 of this Agreementsuch country. (e) Following the First Commercial Sale of the Product in the Field in the Territory and for the duration of the Royalty Term, Licensee shall use Commercially Reasonable Efforts to maximize the market access of the Product in the Field in the Territory.

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 Ono hereunder: (a) Licensee Ono shall (i) use Commercially Reasonable Efforts to Commercialize Product for use in the Field in the Territory and Territory, (ii) maximize the commercial potential for Product in the Field in the Territory, (iiiii) represent Product accurately and fairly, (iiiiv) Commercialize Product so as to reflect favorably on Product and the good name, goodwill and reputation of VBL; Onyx and (ivv) 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 Ono shall not (i) disparage, defame, discredit, or negatively comment to Third Parties in any way about or concerning the Compounds, Product or VBL Onyx (including VBLOnyx’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 or inaction that would reasonably be likely to prejudice the value of Product. (c) Licensee Ono 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 Ono shall (i) launch initial Product and (ii) use Commercially Reasonable Efforts to launch the each subsequent Product (including different configurations of Product), in each case, 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 Planobtained. Ono shall ensure that, and shall thereafter ensure that the once launched, each Product remains commercially available in throughout the Territory for the duration of the Royalty Term, subject to adequate supply of the Product by VBL in accordance with ARTICLE 7 of this Agreement. (e) Following the First Commercial Sale of the Product in the Field in the Territory and for the duration of the Royalty Term, Licensee shall use Commercially Reasonable Efforts to maximize the market access of the Product in the Field in the Territory.

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 Ono hereunder: (a) Licensee Ono shall (i) use Commercially Reasonable Efforts to Commercialize Product for use in the Field in the Territory and Territory, (ii) maximize the commercial potential for Product in the Field in the Territory, (iiiii) represent Product accurately and fairly, (iiiiv) Commercialize Product so as to reflect favorably on Product and the good name, goodwill and reputation of VBL; Onyx and (ivv) 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 Ono shall not (i) disparage, defame, discredit, or negatively comment to Third Parties in any way about or concerning the Compounds, Product or VBL Onyx (including VBLOnyx’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 or inaction that would reasonably be likely to prejudice the value of Product. (c) Licensee Ono 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 Ono 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 Planobtained. Ono shall ensure that, and shall thereafter ensure that the once launched, Product remains commercially available in throughout the Territory for the duration of the Royalty Term, subject to adequate supply of the Product by VBL in accordance with ARTICLE 7 of this Agreement. (e) Following the First Commercial Sale of the Product in the Field in the Territory and for the duration of the Royalty Term, Licensee shall use Commercially Reasonable Efforts to maximize the market access of the Product in the Field in the Territory.