Common use of Product Launch Clause in Contracts

Product Launch. WCH shall not be required to Launch Products in any country unless it determines, in its sole discretion, to do so. If WCH does not, subject to supply by IMPAX of launch quantities of such Product pursuant to the forecasts set forth in Section 4.2, use Commercially Reasonable Efforts to Launch a Product in the OTC Field (i) in the United States within three (3) months, or (ii) in the another country in the Territory within five (5) months, following such Product having FTO Status for the OTC Field in such country, then IMPAX, at its option and as its sole and exclusive remedy, may, upon written notice to WCH, convert the licenses granted hereunder in such country for such Product under the IMPAX Patents and Technical Information to non-exclusive licenses (and thereby remove the restrictions placed on IMPAX in Section 2.3 for such Product in such country) unless within thirty (30) days after such written notice WCH Launches Product in the OTC Field in such country. Following the Launch of a Product in any country of the Territory, WCH shall use Commercially Reasonable Efforts to market such Product in such country; provided that nothing shall require WCH to continue marketing a Product in a country if WCH determines, in its sole judgment, that such Product may be subject to a regulatory or other legal action or infringe any intellectual property right of any Third Party in such country. WCH shall promptly notify IMPAX in writing of such discontinuance. If within thirty (30) days after receipt of IMPAX’s written request, WCH does not resume marketing such Product in such country, then IMPAX, at its option and as its sole and exclusive remedy, may, upon written notice to WCH, convert the licenses granted hereunder in such country for such Product under the IMPAX Patents and Technical Information to non-exclusive licenses (and thereby remove the restrictions placed on IMPAX in Section 2.3 for such Product in such country). If at anytime after Launch of a Product in a country, IMPAX reasonably believes that WCH is not using Commercially Reasonable Efforts to market such Product in such country, then IMPAX shall notify WCH and if WCH does not begin to use Commercially Reasonable Efforts to market such Product within such country within thirty (30) days after such written notice, then IMPAX, at its option and as its sole and exclusive remedy, may, upon written notice to WCH, convert the licenses granted hereunder in such country for such Product under the IMPAX Patents and Technical Information to non-exclusive licenses (and thereby remove the restrictions placed on IMPAX in Section 2.3 for such Product in such country).

Product Launch. WCH shall not be required to Launch Products in any country unless it determines, in its sole discretion, to do so. If WCH does not, subject to supply by IMPAX of launch quantities of such Product pursuant to the forecasts set forth in Section 4.2, use Commercially Reasonable Efforts to Launch a Product in the OTC Field (i) in the United States within three (3) months, or (ii) in the another country in the Territory within five (5) months, following such Product having FTO Status for the OTC Field in such country, then IMPAX, at its option and as its sole and exclusive remedy, may, upon written notice to WCH, convert the licenses granted hereunder in such country for such Product under the IMPAX Patents and Technical Information to non-exclusive licenses (and thereby remove the restrictions placed on IMPAX in Section 2.3 for such Product in such country) unless within thirty (30) days after such written notice WCH Launches Product in the OTC Field in such country. Following the Launch of a Product in any country of the Territory, WCH shall use Commercially Reasonable Efforts to market such Product in such country; provided that nothing shall require WCH to continue marketing a Product in a country if WCH determines, in its sole judgment, that such Product may be subject to a regulatory or other legal action or infringe any intellectual property right of any Third Party in such country. WCH shall promptly notify IMPAX in writing of such discontinuance. If within thirty (30) days after receipt of IMPAX’s 's written request, WCH does not resume marketing such Product in such country, then IMPAX, at its option and as its sole and exclusive remedy, may, upon written notice to WCH, convert the licenses granted hereunder in such country for such Product under the IMPAX Patents and Technical Information to non-exclusive licenses (and thereby remove the restrictions placed on IMPAX in Section 2.3 for such ------------- ++ Confidential portions omitted and filed separately with the Commission. Product in such country). If at anytime after Launch of a Product in a country, IMPAX reasonably believes that WCH is not using Commercially Reasonable Efforts to market such Product in such country, then IMPAX shall notify WCH and if WCH does not begin to use Commercially Reasonable Efforts to market such Product within such country within thirty (30) days after such written notice, then IMPAX, at its option and as its sole and exclusive remedy, may, upon written notice to WCH, convert the licenses granted hereunder in such country for such Product under the IMPAX Patents and Technical Information to non-exclusive licenses (and thereby remove the restrictions placed on IMPAX in Section 2.3 for such Product in such country).