Joint Commercialization Agreement definition
Examples of Joint Commercialization Agreement in a sentence
Any amounts remaining shall be allocated as follows: (i) in accordance with the allocation of Profits and Losses if the Parties have entered into a Joint Commercialization Agreement, or (ii) to the Party bringing the suit, which amounts shall be treated as Net Sales of Products or Net Sales of Other Products subject to the applicable royalty obligations set forth in this Agreement.
If, during the Election Period, the Parties agree to pursue the Joint Commercialization Alternative, the Parties will negotiate in good faith the formal structure of such development and commercialization arrangement pursuant to separate agreement or arrangement (a "Joint Commercialization Agreement"), which shall include the principles set forth in this Section 3.1 and in Exhibit D, within six (6) months following delivery of the Research Lead Notice.
Royalties and license fees payable by either Party (or any joint venture entity formed by the Parties hereunder or under the Joint Commercialization Agreement by the Parties) to Third Parties with respect to such Products shall be treated as an expense.
In this regard, the Steering Committee shall, keeping in mind the Core Commercialization Concepts (as defined in Section 8), meet on a regular basis to discuss, evaluate alternatives, and make recommendations relating to the commercialization of the Joint IP and the execution of a definitive Joint Commercialization Agreement.
Any such Joint Commercialization Agreement would further contemplate contracting with each Party and/or their Affiliates, or contracting with Third Parties, for services such as pre-clinical and clinical development, clinical trials, regulatory affairs, manufacturing, marketing, promotion, training, distribution and sales of Products.
Any such Joint Commercialization Agreement shall specify the Parties' relative rights and responsibilities with respect to continued pre-clinical development, clinical development, and marketing and promotion rights, and shall include all appropriate licenses pursuant to Article 6 hereof.
In the event that the Parties have entered into a Joint Commercialization Agreement, infringement matters shall be handled in the manner specified in such Agreement.
The Joint Commercialization Agreement between the Parties shall, at Nippon Kayaku's option, provide for Nippon Kayaku to supply bulk drug substance on a worldwide basis for a percentage of Net Sales of Products on commercially reasonable terms to be negotiated in good faith by the Parties.
The Parties further agree and acknowledge that, for U.S. federal income tax purposes, the Tax Partnership commenced upon the effective date of the Joint Commercialization Agreement (the “Tax Partnership Formation Date”).
In the event that the Parties are unable to reach agreement on the terms of a Joint Commercialization Agreement for any reason whatsoever within the time set forth in Section 8.2, the provisions of Section 5.3.2 and Section 8.5 shall apply unless the Parties then otherwise agree.