Common use of Rest of the World Clause in Contracts

Rest of the World. With respect to any nation other than the U.S., each of the parties shall, subject to Sections 3.6 and 5.5 hereof, use its Best Commercial Efforts either (i) to present to the Alliance Committee a plan (in the form of a Manufacturing and Marketing Plan) for such party's manufacturing, marketing, promoting and selling the Product throughout such nation or (ii) to present to the Alliance Committee an arrangement whereby a third party or third parties will do some or all of the tasks described under clause (i). The Alliance Committee will determine, by Committee Action, which of the approaches (i.e., clause (i) and/or clause (ii), and as to one or both of the parties' approaches so presented) will be most likely to maximize the early market entry and ultimate market success of the Product in the applicable nation; it being understood, however, that the Alliance Committee will give preference, other factors being essentially equal, for marketing, promotion and selling to be conducted by a party hereto or an Affiliate of a party hereto, if any such approach is presented in a timely manner by such party; provided that, in the event that Alliance Committee determines that an approach described by clause (ii) above shall be pursued in the applicable nation, Endo shall take the lead with respect to the negotiations and discussions with the third party or third parties in such nation, with the terms of any agreement so negotiated remaining subject to Alliance Committee approval.

Rest of the World. With respect to any nation other than the U.S., each of the parties shall, subject to Sections 3.6 and 5.5 hereof, use its Best Commercial Efforts either (i) to present to the Alliance Committee a plan (in the form of a Manufacturing and Marketing Plan) for such party's manufacturing, marketing, promoting and selling the Product throughout such nation or (ii) to present to the Alliance Committee an arrangement whereby a third party or third parties will do some or all of the tasks described under clause (i). The Alliance Committee will determine, by Committee Action, which of the approaches (i.e., clause (i) and/or clause (ii), and as to one or both of the parties' approaches so presented) will be most likely to maximize the early market entry and ultimate market success of the Product in the applicable nation; it being understoodIT BEING UNDERSTOOD, howeverHOWEVER, that the Alliance Committee will give preference, other factors being essentially equal, for marketing, promotion and selling to be conducted by a party hereto or an Affiliate of a party hereto, if any such approach is presented in a timely manner by such party; provided thatPROVIDED THAT, in the event that Alliance Committee determines that an approach described by clause (ii) above shall be pursued in the applicable nation, Endo shall take the lead with respect to the negotiations and discussions with the third party or third parties in such nation, with the terms of any agreement so negotiated remaining subject to Alliance Committee approval.