MANUFACTURE LICENSED COMPOUND AND/OR LICENSED PRODUCT FOR ANORMED
FOR USE OUTSIDE THE TERRITORY IN WHICH CASE THE TRANSFER PRICE TO BE CHARGED BY
NEORX FOR THE SUPPLY OF LICENSED COMPOUND AND/OR LICENSED PRODUCT WILL BE [*].
7
3.4
TRANSFER OF INFORMATION.
After the Effective Date, AnorMED shall promptly deliver to NeoRx copies of the
AnorMED Know-How, in written or other tangible form, together with assistance in
connection therewith in accordance with Section 2.2.
ARTICLE 4 COMMERCIALIZATION
4.1
DILIGENCE IN COMMERCIALIZATION.
(A)
IN THE EVENT THAT THE CLINICAL STUDIES
CONDUCTED BY NEORX UNDER THIS AGREEMENT DEMONSTRATE THE REQUISITE SAFETY AND
EFFICACY REASONABLY REQUIRED FOR COMMERCIALIZATION OF A LICENSED PRODUCT, NEORX
SHALL, AT ITS SOLE COST AND EXPENSE, UTILIZE COMMERCIALLY REASONABLE EFFORTS AND
SOUND AND REASONABLE BUSINESS PRACTICE AND JUDGMENT IN DEVELOPING AND PROMOTING,
MARKETING, SELLING AND OTHERWISE COMMERCIALIZING THE LICENSED PRODUCT IN THE
FIELD IN THE TERRITORY, INCLUDING OBTAINING THE APPROPRIATE REGULATORY APPROVALS
THEREFOR, TO MEET OR CAUSE TO BE MET THE MARKET DEMAND FOR THE LICENSED
PRODUCTS.
(B)
NEORX AGREES THAT IT WILL UTILIZE SOUND AND
REASONABLE BUSINESS PRACTICE AND JUDGMENT IN DETERMINING THE COUNTRIES IN THE
TERRITORY IN WHICH IT DESIRES TO SELL THE LICENSED PRODUCT AND IT WILL USE
COMMERCIALLY REASONABLE EFFORTS TO ACHIEVE THE FIRST COMMERCIAL SALE OF THE
LICENSED PRODUCT IN SUCH COUNTRIES [*] AFTER OBTAINING REGULATORY APPROVAL FOR
THE SALE OF THE LICENSED PRODUCT IN SUCH COUNTRIES, IN ACCORDANCE WITH THE
NORMAL PRACTICES AND STANDARDS ESTABLISHED BY NEORX OR ITS MARKETING PARTNER OR
SUBLICENSEE FOR SUCH COUNTRY, AS THE CASE MAY BE.
(C)
FOR THE PURPOSES OF SUBSECTION 4.1(B),
NEORX OR ITS MARKETING PARTNER OR SUBLICENSEE, AS THE CASE MAY BE, SHALL NOT BE
IN BREACH OF ITS OBLIGATIONS UNDER SUBSECTION 4.1(B) DURING ANY PARTICULAR
PERIOD DURING THE TERM WHERE IT DETERMINES UTILIZING SOUND AND REASONABLE
BUSINESS PRACTICE AND JUDGMENT THAT A DECISION OF A RELEVANT GOVERNMENTAL
AUTHORITY IN A COUNTRY RELATING TO THE PRICE OR REIMBURSEMENT FOR A LICENSED
PRODUCT RENDERS THE COMMERCIAL SALE OF THE LICENSED PRODUCT COMMERCIALLY
UNVIABLE IN THE COUNTRY DURING SUCH PERIOD.
4.2
DECISION NOT TO COMMERCIALIZE.
(A)
IF NEORX, IN ITS SOLE DISCRETION, AT ANY
TIME DURING THE TERM DETERMINES FOR ANY REASON NOT TO PROCEED WITH THE
COMMERCIALIZATION OF A LICENSED PRODUCT IN A PARTICULAR COUNTRY IN THE
TERRITORY, NEORX AGREES TO PROMPTLY DISCLOSE ANY SUCH DETERMINATION TO ANORMED.
(B)
IN THE EVENT THAT NEORX DETERMINES THAT IT
WILL NOT COMMERCIALIZE A LICENSED PRODUCT IN ONE OR MORE OF THE FOLLOWING MAJOR
COUNTRIES OR JURISDICTIONS IN THE TERRITORY:
[*]
NeoRx shall provide written notice of the determination to AnorMED, and such
notice shall be deemed to be notice under Section 14.3 that NeoRx desires to
terminate the license granted to NeoRx under Section 3.1 in respect of the
Licensed Compound and the Licensed Product in those countries or jurisdictions.
In such event, the Territory shall be deemed to be reduced in scope to exclude
from the Territory the country specified in the notice.
Upon the expiration of