Common use of General Efforts Clause in Contracts

General Efforts. Merck (and its Affiliates), either itself or together with Third Party(ies), shall have the sole right to (and shall control all aspects of) conduct Research, and to develop (including pre-clinical and clinical development), manufacture, register and commercialize (including marketing, promoting, selling, distributing and determining pricing for) Compounds and Products, and for clarity, Chimerix (and its Affiliates) shall have no right to do so, except as may be expressly provided in Section 3.3.5 and Section 2.4 (with respect to the Chimerix Internal Research). Merck shall use Commercially Reasonable Efforts to develop, seek Marketing Authorization (as necessary) for, and commercialize, at least one Product for use in the Field in (i) the United States, and (ii) at least three (3) of the Major Markets in the EU. For clarity, the Parties agree that Merck’s primary focus with respect to the development of Product hereunder initially will be to use Commercially Reasonable Efforts to develop a Product for the HIV Indication, and following the First Commercial Sale of a Product for the HIV Indication, Merck shall also use Commercially Reasonable Efforts to develop a Product for one or more other Indications, which may include the HBV Indication; provided, however, that any failure to use Commercially Reasonable Efforts to develop a Product for any such other Indications shall not give rise to a right of termination of this Agreement (in whole or in part) by Chimerix under Section 8.3.1(a). All other development, seeking Marketing Authorizations, and commercialization efforts with respect to the Compounds and Products shall be at the discretion of Merck.