Common use of Purpose and Commitment Clause in Contracts

Purpose and Commitment. 2.1 Subject to the terms and conditions set forth herein, MBI intends to collaborate in researching, developing and registering the Commercial Product and FMC on behalf of itself and its FMC Group Affiliates intends to collaborate in evaluating, marketing and selling the Commercial Product in certain LATAM Countries 2.2 Subject to the terms and conditions set forth herein, the FMC Group will be the exclusive distributor of the Commercial Product for use in the Field in the Territory and MBI will exclusively supply the Commercial Product for use in the Field in the Territory to the FMC Group. 2.3 FMC (through itself and its FMC Group Affiliates) is committed to invest a minimum amount of [*****] from 2011 through 2013 to prepare the platform for the launch of the Commercial Product. These amounts are separate from and are in addition to the payments listed in Exhibit 2. For the avoidance of doubt, expenditures constituting such minimum investment shall include but not be limited to FMC Group internal staff man-hours assigned to evaluate, market and sell the product, including reasonable overhead, as well as out-of-pocket costs incurred in engaging third parties on development, marketing, and associated launch activities, as well as any fees or approvals needed for FMC Group to launch the Commercial Product. FMC shall update MBI quarterly on its launch efforts, provided, however, that this update shall not include any right to audit FMC Group’s expenditures.