EXPLOITATION OF PRODUCTS. 11.1. The Company will have an exclusive entitlement to develop and/or exploit Products in the Field. In order to commercialize the Products the Company shall obtain marketing approval in such countries in the Territory as is determined by the Business Plan. It may be necessary to file an INDA and perform clinical testing in more than one country, and the Shareholders shall reasonably agree on such testing. 11.2. In the event that the Company decides that it does not wish to pursue the research and development and/or commercialization of a Product, and either Elan or Cytogen wishes to pursue such research and development and/or commercialization, the Company shall grant a license agreement in respect of such Product to Elan and/or Cytogen, as the case may be; provided, that such Product does not or will not compete in any material respect with any Product or proposed Product. The Company and the relevant Shareholder shall negotiate in good faith the terms of such a license agreement, which shall be on then- commercially customary and reasonable terms and conditions. 11.3. The strategy for the commercialization of the Products shall be determined by the Management Committee, subject to the supervision of the Board of Directors.
Appears in 2 contracts
Sources: Joint Development and Operating Agreement (Cytogen Corp), Joint Development and Operating Agreement (Cytogen Corp)