Common use of Commercial Development Clause in Contracts

Commercial Development. A. HEMISPHERX has or will provide SCIEN: 1. As an Integral Part of this Agreement and in order for HEMISPHERX to ship Product to SCIEN, the letter with attachments (Exhibit 1) must be signed by an officer of SCIEN. A protocol is also provided (Exhibit 2). 2. All the appropriate information about Products that will assist with the education of physicians about the Product in the Territory. 3. Ongoing scientific and medical support. 4. Product Units in quantities sufficient for SCIEN's Direct Access/EAP and RAA commercial needs in the Territory, subject to availability from HEMISPHERX. B. SCIEN will: 1. Within 60 days after this Agreement becomes effective, prepare and provide a Business Plan, to be attached to this Agreement as Exhibit 3, to make aware and educate physicians and patients about Product both prior to and following approval of Product. 2. Assist in determining reimbursable End User pricing of Product and gain reimbursement for Product under Direct Access/EAP program and RAA sales of the Product in the Territory. 3. Assist physicians who desire to administer Product with the required paperwork under any Direct Access/EAP program. 4. Manage the logistics within the Territory from arrival to End User supply. 6. Assist HEMISPHERX to gain regulatory approval of Product in the Field in the Territory 7. Prepare and provide a 3-year post regulatory approval Sales, Marketing, and Distribution Plan including a 3-year minimum sale forecast and a committed-dollar field sales force, product manager and marketing budget to be agreed by both Parties and a non-binding 12 month Product forecast no later than six (6) months prior to the anticipated registration and subsequent launch date for each Product, also to be agreed by both parties, 8. Pay for all the above Sales Marketing and Distribution activities and related expenses. 9. Hold 3 months inventory of the forecasted sales once the product is registered. 10. If needed, assist in recruiting clinical trial sites and principal investigators in the Field in the Territory. 11. Provide HEMISPHERX a monthly written report of SCIEN's efforts and status thereof under this Agreement.