Commercialization Exclusivity Sample Clauses
The Commercialization Exclusivity clause grants one party the exclusive right to market, sell, or otherwise commercialize a specific product, service, or intellectual property within a defined territory or market segment. In practice, this means that only the designated party can engage in commercial activities related to the subject matter, and the other party is restricted from granting similar rights to competitors or third parties during the exclusivity period. This clause is primarily used to protect the investment and competitive advantage of the exclusive party, ensuring they have a unique position in the market and can maximize returns without facing direct competition from others with similar rights.
Commercialization Exclusivity. (a) If Acologix is assigned responsibility for Commercialization of Injection Products in Europe in the Injection Product Election, Acologix shall have the sole right to Commercialize Injection Products in Europe. Accordingly, upon such Injection Product Election the co-exclusive license granted to Acologix in Section 5.1 shall be converted to an exclusive license even with respect to Toray (other than as reasonably necessary for Toray’s ongoing Development activities under the European Co-Development Plan and Budget), and thereafter Toray shall not, and shall not have the right to, grant to any Third Party any further rights under the Toray Patent Rights and Toray Know-How with respect to Injection Products in Europe. *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
(b) If Toray assumes responsibility for Commercialization of Injection Products in Europe by licensing to a Third Party in accordance with Article 3 above, upon such Injection Product Election the co-exclusive license rights held by Toray pursuant to Section 5.1 shall be converted to an exclusive Toray Commercialization license even as to Acologix, other than as reasonably necessary for Acologix’ ongoing Development activities under the European Co-Development Plan and Budget, and thereafter Acologix shall not have any further rights under the Toray Patent Rights and Toray Know-How with respect to Injection Products in Europe.
Commercialization Exclusivity. Upon and after the Execution Date, and subject to the terms of this Agreement, as between the Parties, Organon shall have the sole right and responsibility, but not the obligation (other than Organon’s diligence obligation under Section 3.4.1), at its sole cost and expense, to Commercialize Licensed Products or Restricted Products [***] in the Territory and to conduct market access activities relating to the Licensed Products or Restricted Products that are not Non-compete Products, including: (a) developing and executing a commercial launch and pre-launch plan, (b) negotiating reimbursement approvals with Governmental Authorities, (c) marketing, advertising and promoting, (d) distributing and performing related services, (e) handling order processing, invoicing and collecting inventory and receivables, (f) determining pricing and terms of sale of Licensed Products or Restricted Products that are not Non-compete Products, (g) providing customer support, and (h) assign, license, sublicense or otherwise grant or convey any rights under any of the Product Trademarks, Daré Know-How or Daré Patents for any Licensed Product or Restricted Product that are not Non-compete Products for Exploitation in the Field.
Commercialization Exclusivity i. Without prejudice to the rights granted to USWM in Clause 3, USWM shall also have a non-transferable (except in association with a permitted assignment pursuant to Clause 4), exclusive (subject to Clause 4.6) for the Territory, irrevocable and perpetual right in the Territory under the Joint IP to distribute, market, sell, advertise and promote Products manufactured under the Joint IP, subject always to: (i) such commercialization being made solely under the Apokyn US Trade ▇▇▇▇ licensed under the [**] (or any other ▇▇▇▇ agreed to by the Parties, or as otherwise agreed by the Parties as required by the FDA or for an [**] JDC for the Territory from time to time, all (except for [**]) of which are to be owned by the Joint Venture Company); and (ii) compliance by USWM with the provisions of 37155043.2 [**] = CERTAIN CONFIDENTIAL INFORMATION OMITTED this Agreement and the [**] during the term of this Agreement (and thereafter, subject to compliance by USWM with those provisions which are expressed to survive termination, which, for the avoidance of doubt, shall include an obligation on USWM to make continued [**] for such time as the Products (or any other product containing any Joint IP) are sold by it [**] or [**] are [**] by [**] to it under [**]. Subject to Clause 4.6.1, without prejudice to any other provision of this Agreement, neither Party nor its Affiliates shall be entitled to use Joint IP in the Territory in connection with any other product not being an [**] Product or a Product arising from a Joint New Development without the prior agreement of the Parties, which shall be made in good faith, including as to royalties to be paid to the other Party for the use of the same, having regard amongst other factors to the extent of Joint IP comprised in any such other product. For the avoidance of doubt, this Clause is not intended to prohibit either Party from exercising any general know how (as distinct from specific scientific information and clinical data) that it has acquired from time to time, or from using any Joint IP derived from a New Development in the event that the other Party abandons that New Development or from using any Joint IP in any development which has been proposed to the other Party in accordance with clause 7, but in which the other Party elects not to participate.
ii. [Reserved]
iii. Save as regards the rights and licences expressly granted pursuant to Clauses 3 & 4 which are applicable only in the Territory, USWM acknowledges ...
Commercialization Exclusivity