Galderma Territory definition
Examples of Galderma Territory in a sentence
It is understood and agreed that, except as otherwise expressly provided herein, all Commercialization efforts for the Collaboration Products in the Field in the Galderma Territory shall be at the sole expense of Galderma.
Each Party agrees, at its own expense, to use commercially reasonable efforts to cooperate with the other Party to facilitate a smooth, orderly transition of the Development and Commercialization of Collaboration Products in the Field in the Galderma Territory to NovaBay or its designee(s) as soon as reasonably practicable under the circumstances, but in any event within one (1) year of the effective date of such termination (the “Agreement Wind-Down Period”).
Subject to the terms and conditions of this Agreement, Galderma shall have the right to select the appropriate Formulation Technology for use in the Development (except for the Impetigo POC) and Commercialization of Collaboration Products in the Field for the Galderma Territory and NovaBay shall have the right to select the appropriate Formulation Technology for use in the Development and Commercialization of Collaboration Products for the NovaBay Territory and outside the Field for the Galderma Territory.
Notwithstanding anything herein to the contrary, NovaBay agrees during the Agreement Term not to develop, market, sell, offer for sale or otherwise commercialize, directly or through any Affiliate of NovaBay, either alone or with any Third Party, any medical device comprising or incorporating any Aganocide Compound, in each case for use in the Field in the Galderma Territory.
Without limiting the foregoing, Galderma agrees to use Commercially Reasonable Efforts to launch Collaboration Products in the Field as soon as practicable in each Major Market, and thereafter to use Commercially Reasonable Efforts to Commercialize such Collaboration Products in the Field in the Galderma Territory.
In such case, NovaBay shall not proceed with the Development and Commercialization of a Collaboration Product for such Proposed Indication in the Galderma Territory, unless the Parties can agree upon appropriate protective measures to be taken to minimize the chances of such impact, including by taking the actions required by Section 2.4.2. If NovaBay disagrees with Galderma’s assessment, then NovaBay may initiate an arbitration pursuant to Section 13.3 with respect thereto.
Notwithstanding any other provision of this Agreement, during the Agreement Wind-Down Period, Galderma’s, its Affiliates’ and its Marketing Partners’ rights with respect to Collaboration Products (including the licenses granted under Section 7.1.1) shall be non-exclusive and NovaBay shall have the right to engage one or more other partner(s) or distributor(s) of Collaboration Products in the Field in all or part of the Galderma Territory.
Subject to the provisions of this Section 9.4, in the event that Galderma reasonably believes that any NovaBay Patent is being infringed by a Third Party or is subject to a declaratory judgment action arising from such infringement, in each case with respect to the manufacture, use, sale, offer for sale or importation in the Galderma Territory of a product incorporating any Collaboration Compound in the Field (each, an “Infringing Product”), Galderma shall promptly notify NovaBay.
If after [***] months from the Notice of Interest, such Proposed Indication is not an Accepted Indication, then NovaBay shall have the right to Develop and Commercialize Collaboration Products for such Proposed Indication in the Galderma Territory, subject to Section 3.5.8 and the other provisions of this Agreement.
Galderma shall be responsible for Manufacturing or having Manufactured Collaboration Products for the Development and Commercialization thereof in the Field for the Galderma Territory.