Common use of Product Commercialization Clause in Contracts

Product Commercialization. 3.2.2.1 Within […***…] from the date of compound selection for each Selected Compound, Firmenich shall submit a Strategic Marketing Plan to the Steering Committee for Products containing such Selected Compound, which will be incorporated into the minutes of the Steering Committee; however, […***…] Firmenich will update such Strategic Marketing Plan on a […***…] basis and such updates shall be provided to the Steering Committee and incorporated into the minutes of the Steering Committee. The Strategic Marketing Plan will […***…] and neither Firmenich nor any of its Affiliates […***…] In addition, Firmenich will use reasonable commercial efforts to develop Product prototypes/formulations and present such samples to […***…] for the […***…] product categories as identified in the Strategic Marketing Plan within […***…] from the first Regulatory Approval Date for each Selected Compound. Firmenich will provide the Steering Committee with […***…] updates on such efforts. 3.2.2.2 Within […***…] from each Regulatory Approval Date for each Selected Compound […***…], Firmenich shall use reasonable commercial efforts to commence commercial sale of […***…] containing such Selected Compound […***…]. To the extent Firmenich does not commence commercial sale of […***…] containing such Selected Compound within within […***…] of such date […***…], then Senomyx may, at its sole discretion and upon […***…] advance written notice to Firmenich, terminate the rights granted to Firmenich in Section 8 or reduce the license granted to a non-exclusive license for the Territory or Fields as a whole or applicable portions, and the definitions of Territory and/or Field shall be deemed modified accordingly in respect of such Selected Compound […***…]. 3.2.2.3 Within […***…] from each Regulatory Approval Date for each Selected Compound […***…], Firmenich shall use reasonable commercial efforts to commence commercial sale of […***…] containing such Selected Compound that will be incorporated into an end product of Firmenich’s customer sold […***…]. To the extent Firmenich does not commence commercial sale of …***…] containing such Selected Compound within […***…], then Senomyx may, at its sole option and upon […***…] advance written notice to Firmenich, terminate the rights granted to Firmenich in Section 8 or reduce the license granted to a non-exclusive license for the Territory or Fields as a whole or applicable portions, and the definitions of Territory and/or Field shall be deemed modified accordingly in respect of such Selected Compound […***…]. 3.2.2.4 For the avoidance of doubt, Firmenich will be responsible for the cost of manufacturing, packaging, promotion, advertising, sales and distribution. 3.2.2.5 In accordance with the efforts and resources Firmenich would use for a compound owned by it or to which it has rights, which is of similar market potential at a similar stage in development as the applicable Selected Compound, Firmenich will fill the market demand for such Selected Compound in the Fields following commencement of marketing at any time during which it has Exclusive or Co-Exclusive rights for such Selected Compound under this Agreement. 3.2.2.6 If Firmenich elects to abandon, discontinue, or forgo development and commercialization of Products in any country, Firmenich’s licenses in such country under Section 8 will terminate and Firmenich will have no right to practice or use the Senomyx Technology in such country, and all rights, title and interest in and to the Senomyx Technology in such country will revert to and become the sole property of Senomyx. 3.2.2.7 For purposes of this Section 3.2.2, if Regulatory Approval in a country is obtained for a Compound prior to its selection by Firmenich, the Regulatory Approval Date for such country shall be deemed to be […***…].