Common use of ROW Commercialization Clause in Contracts

ROW Commercialization. (a) MYLAN shall have the sole right and responsibility for, and shall use Diligent Efforts to, Commercialize Licensed Product in the Field in the ROW Countries in compliance with applicable Laws and within the parameters of the then-current Commercialization Plan. (b) MYLAN shall bear all costs and expenses associated with the Commercialization of Licensed Product in the Field in the ROW Countries. (c) MYLAN shall have the sole right and responsibility to distribute, sell, record sales and collect payments for Licensed Product in the Field in the ROW Countries. (d) MYLAN shall have the sole right and responsibility for establishing and modifying the terms and conditions with respect to Commercialization of Licensed Products in the Field in the ROW Countries, including the price or prices at which Licensed Products will be sold, any discount applicable to payments or receivables, all managed care contracting issues and any other similar matters. (e) MYLAN will be responsible for storage, order receipt, order fulfilment, shipping and invoicing of Licensed Products in the Field in the ROW Countries. (f) If MYLAN does not use Diligent Efforts to Commercialize a Licensed Product in the Field in accordance with the Commercialization Plan for any particular ROW Country approved by the JSC, then THERAVANCE may provide MYLAN with written notice of such failure, including a description of such failure, and THERAVANCE’s desire to the have the rights to Commercialize Licensed Product in the Field in such ROW Country revert to THERAVANCE. Such notice shall reference this Section 5.04(f) and Section 13.02 and shall be a notice of material breach solely with respect to such Country, triggering THERAVANCE’s right to terminate this Agreement solely with respect to such ROW Country, subject to the provisions (including the cure and dispute provisions) of Section 13.02. This Section 5.04(f) sets forth ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. THERAVANCE’s sole remedy in the event that MYLAN fails to use Diligent Efforts to Commercialize a Licensed Product in the Field in accordance with the Commercialization Plan for any particular ROW Country; and THERAVANCE shall not have the right to terminate this Agreement in its entirety pursuant to Section 13.02 based on such failure. Any such ROW Country with respect to which this Agreement is terminated pursuant to this Section 5.04(f) due to MYLAN’s failure to use Diligent Efforts shall thereafter be deemed to be a Reverted Country.

ROW Commercialization. (a) MYLAN shall have the sole right and responsibility for, and shall use Diligent Efforts to, Commercialize Licensed Product in the Field in the ROW Countries in compliance with applicable Laws and within the parameters of the then-current Commercialization Plan. (b) MYLAN shall bear all costs and expenses associated with the Commercialization of Licensed Product in the Field in the ROW Countries. (c) MYLAN shall have the sole right and responsibility to distribute, sell, record sales and collect payments for Licensed Product in the Field in the ROW Countries. (d) MYLAN shall have the sole right and responsibility for establishing and modifying the terms and conditions with respect to Commercialization of Licensed Products in the Field in the ROW Countries, including the price or prices at which Licensed Products will be sold, any discount applicable to payments or receivables, all managed care contracting issues and any other similar matters. (e) MYLAN will be responsible for storage, order receipt, order fulfilment, shipping and invoicing of Licensed Products in the Field in the ROW Countries. (f) If MYLAN does not use Diligent Efforts to Commercialize a Licensed Product in the Field in accordance with the Commercialization Plan for any particular ROW Country approved by the JSC, then THERAVANCE may provide MYLAN with written notice of such failure, including a description of such failure, and THERAVANCE’s 's desire to the have the rights to Commercialize Licensed Product in the Field in such ROW Country revert to THERAVANCE. Such notice shall reference this Section 5.04(f) and Section 13.02 and shall be a notice of material breach solely with respect to such Country, triggering THERAVANCE’s 's right to terminate this Agreement solely with respect to such ROW Country, subject to the provisions (including the cure and dispute provisions) of Section 13.02. This Section 5.04(f) sets forth ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ​ THERAVANCE’s 's sole remedy in the event that MYLAN fails to use Diligent Efforts to Commercialize a Licensed Product in the Field in accordance with the Commercialization Plan for any particular ROW Country; and THERAVANCE shall not have the right to terminate this Agreement in its entirety pursuant to Section 13.02 based on such failure. Any such ROW Country with respect to which this Agreement is terminated pursuant to this Section 5.04(f) due to MYLAN’s 's failure to use Diligent Efforts shall thereafter be deemed to be a Reverted Country.