Territory Requirement Clause Samples

Territory Requirement. If LifeCell MR does not launch marketing efforts of the Products in each of the following: (i) the European Major Markets, (ii) the MEA Major Markets, (iii) Japan, and (iv) Australia within [redacted]of the Effective Date, and there continues to be a delay in the launch of marketing efforts thereafter in a particular jurisdiction that is due solely to inaction on the part of LifeCell MR or the fault (i.e., gross negligence, misconduct, violation of applicable law, or wrongful failure to act) of LifeCell MR, then LifeCell MR’s rights granted in Section 2.1 shall revert back to Novadaq with respect to the particular country, in each case unless the Parties have agreed that it is not commercially reasonable to pursue commercialization of the Product in the particular country. Any third party action, inaction or fault with respect to gaining regulatory approval, performing clinical trials, filing for insurance reimbursement, or meeting localization requirements not caused by LifeCell MR shall not be deemed to be inaction or the fault of LifeCell MR. In addition, if LifeCell MR does not use commercially reasonable efforts to market the Products in the Territory in accordance with this Agreement, LifeCell MR’s rights granted in Section 2.1 will automatically revert back to Novadaq with respect to the Territory and the relevant Field. Notwithstanding the foregoing, if KCI MR has complied with the launch requirements pursuant to Section 2.3 of the KCI MR Agreement, then LifeCell MR shall have no obligations, and Novadaq shall have no rights, pursuant to this Section 2.3.