Territory Development Activities Clause Samples
The Territory Development Activities clause defines the obligations and actions required to promote and expand a product or service within a specified geographic area. It typically outlines the types of marketing, sales, or distribution efforts that must be undertaken, such as launching advertising campaigns, establishing local partnerships, or meeting certain sales targets in the territory. This clause ensures that both parties are clear on their responsibilities for growing the business in the designated region, thereby preventing misunderstandings and supporting effective market penetration.
Territory Development Activities. (a) The Parties shall share equally all the Development Costs (whether incurred by Auxilium or Pfizer or their respective Affiliates) set forth in the applicable Development Budget with respect to any Territory Exclusive Development Activities (subject to Section 3.6.2); provided, however, that Pfizer may, on an indication-by-indication basis, recoup its fifty percent (50%) share of such Development Costs, to the extent relating to Development Activities prior to Product Approval, by means of an off-set against the milestone payment due upon First Commercial Sale of the Product for such indication.
(b) All Development Costs for Territory Discretionary Development Activities shall be borne by Pfizer.
Territory Development Activities. Subject to Section 4.4.3, Ono shall be solely responsible for [*] of all Development Costs incurred with respect to any Territory Development Activities, performed by or on behalf of Ono, including any Territory Clinical Arm (Multinational Studies).
Territory Development Activities. Asahi shall be solely responsible for one hundred percent (100%) of all Development Costs incurred by Asahi or Auxilium (to the extent as described in the next sentence) with respect to any Territory Development Activities (including, for clarity, any given Development Activities which are deemed Territory Development Activities in accordance with Section 1.83). For clarity, Asahi shall be responsible for Auxilium’s Development Costs incurred in performing Territory Development Activities to the extent that implementation of such Territory Development Activities by Auxilium is requested by Asahi or required by the terms and conditions of this Agreement (provided that, for clarity, Asahi shall not be responsible for any costs associated with materials or data which are already in the possession of Auxilium), and Auxilium shall invoice Asahi for Development Costs it incurs in connection with performing such Territory Development Activities, which invoices Asahi shall pay within thirty (30) days of receipt thereof.
Territory Development Activities. Unless otherwise agreed by the Parties or by any applicable Committee, Licensee shall be [***] of all Development Costs incurred by: (i) Licensee; or (ii) to the extent approved by the JMC or JCC or included in a Development Plan and Development Budget, VBL (except to the extent as described in the next sentence), with respect to any Territory Development Activities (including, for clarity, any given Development Activities which are deemed Territory Development Activities in accordance with Section 1). To the extent reasonably requested by Licensee, VBL shall cooperate and assist Licensee in the performance or implementation of Territory Development Activities necessary for Regulatory Approval of the Product in the Territory. However, Licensee shall bear any reasonable, documented and pre-approved (i) Out-of-Pocket Costs incurred by VBL in performing or implementing such assistance and (ii) internal labor costs for any assistance by VBL requiring VBL personnel to travel to Japan in excess of [***] (with the hourly rate per full-time equivalent being [***]), and VBL shall invoice Licensee for such costs, which invoices Licensee shall pay within thirty (30) days of receipt thereof. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.
Territory Development Activities. Actelion shall be solely responsible for one hundred percent (100%) of all Development Costs incurred by Actelion or Auxilium with respect to any Territory Development Activities (including, for clarity, any given General Development Activities which are deemed Territory Development Activities in accordance with Section 1.72). Auxilium shall invoice Actelion for Development Costs it incurs in connection with performing any Territory Development Activities, which invoices Actelion shall pay within thirty (30) days of receipt thereof.
Territory Development Activities. Sobi shall be solely responsible for one hundred percent (100%) of all Development Costs incurred by Sobi or Auxilium with respect to any Territory Development Activities (including, for clarity, any given General Development Activities which are deemed Territory Development Activities in accordance with Section 1.74). Auxilium shall invoice Sobi for Development Costs it incurs in connection with performing any Territory Development Activities, which invoices Sobi shall pay within thirty (30) days of receipt thereof.
Territory Development Activities. Licensee shall be solely responsible for one hundred percent (100%) of all Development Costs incurred by: (i) Licensee; or (ii) to the extent approved by the JDC or included in a Development Plan and Development Budget, Amarin (except to the extent as described in the next sentence), with respect to any Territory Development Activities (including, for clarity, any given Development Activities which are deemed Territory Development Activities in accordance with Section 1.83). To the extent reasonably requested by Licensee, Amarin shall provide assistance [***] in connection with the preparation and filing of the CTA application for the VHTG indication. In addition, in each Calendar Year, to the extent reasonably requested by Licensee, Amarin shall provide [***] for the performance or implementation of Territory Development Activities necessary for Regulatory Approval of the Product in the Territory. However, any Out-of-Pocket Costs incurred by Amarin in performing or implementing such assistance, or the internal costs for any assistance by Amarin in excess of [***], shall be borne by Licensee, and Amarin shall invoice Licensee for such Development Costs it incurs in connection with performing such Territory Development Activities, which invoices Licensee shall pay within [***] of receipt thereof. Notwithstanding the foregoing, Product and placebo required for the purpose of performing one or more clinical trials (i.e., clinical trial material) for the VHTG indication in the Territory will be provided by Amarin [***] to Licensee [***] in the aggregate (and Product or placebo required in excess of such number of subjects or for other Territory Development Activities shall be supplied to Licensee at Licensee’s sole cost and expense in accordance with Article 7). For clarity, Licensee shall be responsible for all freight, shipping, handling, imported tax and duties, clinical packaging and labeling, distribution and returns associated with any such Product.
Territory Development Activities