Commercial Success Sample Clauses

Commercial Success. Upon obtaining the requisite governmental and/or regulatory approvals as required by Section 5.4 of this Agreement, Kidde shall use commercially reasonable efforts to commercialize the Product in substantially all major channels and major geographic markets in the world in accordance with the annual sales targets for such channels and markets as set forth in Exhibit F, which is incorporated herein by such reference. The parties shall update such sales targets on an annual basis. If, during the time period beginning on the date of the First Commercial Sale in the U.S. and ending five (5) years thereafter, annual sales of Products invoiced by Kidde and its Affiliates and any sublicensees with respect to major channels and major geographic markets continuously fall short of the sales targets set forth in Exhibit F for such channels and geographic markets, then the parties agree to meet and confer in good faith regarding the most appropriate corrective actions to take in such channels and markets. The following factors shall be considered by the parties in determining the most appropriate course of action to take with respect to such channels and markets: (i) Kidde's and its Affiliates and sublicensees competitive position, including promotional spending levels, sizes of field sales forces and market development expenditures, relative to competitive products in such channels and markets; (ii) USGN's interest in, and ability to increase revenues by, assuming all/or partial rights to the Product in such channels and markets and (iii) the policy of the governing health, safety or other applicable regulatory authority in such channels and markets with respect to any required marketing, safety, efficacy and/or pricing approval. USGN shall not have the right to terminate Kidde's license in Section 2.1 of this Agreement with respect to any such channel and/or market where Kidde can show that it used commercially reasonable efforts and that there are impediments beyond Kidde's reasonable control to commercializing the Products in the channel and/or market in question. In the event the parties agree in writing that all or partial rights to the Product shall revert to USGN with respect to such channel and market, the parties shall thereupon mutually agree on appropriate commercial terms for the reversion of such rights.