Licensed Field. Verrica has the exclusive right to conduct, and is solely responsible for all aspects of, the Commercialization of Products in the Licensed Field in the Territory, including: # developing and executing a commercial launch and pre-launch plan, # negotiating with applicable Governmental Authorities regarding the price and reimbursement status of Products; # marketing and promotion; # booking sales and distribution and performance of related services; # handling all aspects of order processing, invoicing and collection, inventory and receivables; and # providing customer support, including handling medical queries, and performing other related functions, in each case of (a)–(f) with respect to the Licensed Field; provided, that such decisions are consistent with the express terms and conditions of this Agreement. As between the Parties, Verrica shall bear all of its costs and expenses incurred in connection with such Commercialization activities.
In the Licensed Field. Verrica shall prepare, submit, and own all Regulatory Filings for Product in the Licensed Field in the Territory, at Verrica’s sole cost and expense. Lytix hereby grants to Verrica a Right of Reference to all Regulatory Filings pertaining to Product submitted by or on behalf of Lytix, including any such Regulatory Filings that are in the possession of any Third Party, subject to the prior written consent of such Third Party. Verrica may use such Right of Reference to Lytix’s Regulatory Filings solely for the purpose of seeking, obtaining, and maintaining Regulatory Approval of Product in Licensed Field in the Territory, including in interactions with any Regulatory Authority in connection with Development or Regulatory Approval of Product in the Licensed Field in the Territory. Lytix shall support Verrica, as reasonably requested by Verrica and at Verrica’s expense, in seeking, obtaining, and maintaining Regulatory Approvals in the Licensed Field in the Territory, including providing necessary documents or other materials required by Applicable Law to seek, obtain, or maintain Regulatory Approval in the Licensed Field, all in accordance with the terms and conditions of this Agreement. Verrica shall lead all interactions with Regulatory Authorities with respect to Products in the Licensed Field in the Territory. Verrica shall keep Lytix reasonably informed of any material regulatory developments related to Products in the Licensed Field in the Territory. At each regularly scheduled JSC meeting, Verrica shall provide Lytix with a list and schedule of any in-person meeting or teleconference with the applicable Regulatory Authorities (or related advisory committees) in the Territory planned for the next Calendar Quarter that relates to any Product in the Licensed Field. In addition, Verrica shall notify Lytix as soon as reasonably possible (but in CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY , HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
“Field”. Field means the prevention, treatment, control, mitigation or palliation of all human or animal diseases or conditions.
“Field”. Field means all therapeutic uses in humans.
Field Examination. The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’, Accounts, Credit Card Accounts Receivable, Inventory and related working capital matters and of the Borrowers’ related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.
Field Restrictions. [[3D Medicines:Organization]] hereby covenants that it shall not, and shall cause its Affiliates and Sublicensees not to, promote or encourage the use of Licensed Products in the [[3D Medicines:Organization]] Territory for any use outside the Field. [[Aravive:Organization]] hereby covenants that it shall cause other licensees to whom [[Aravive:Organization]] has granted a license to Develop, Manufacture and have Manufactured, distribute, market, promote, sell, have sold, offer for sale, import, label, package and otherwise Commercialize any licensed products in any fields other than the Field hereunder in the [[3D Medicines:Organization]] Territory, not to promote or encourage the use of licensed products in the [[3D Medicines:Organization]] Territory for any use in the Field.
Field Audits. Upon reasonable advance written notice and during reasonable normal business hours, the Debtor shall permit the Bank to inspect the Inventory and other Collateral, to perform appraisals of the Inventory of the Debtor, and to inspect, audit, check and make copies of, and extracts from, the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other Collateral. All such inspections or audits by the Bank shall be at the Debtor's sole expense. So long as there is no Event of Default, Bank shall not conduct such field audits more than once annually.
“Licensed Field Specific Know-How” means all Know-How owned or Controlled by [[Illumina:Organization]] or its Affiliates any time during the Term that is or was used for and is specific only to the development, manufacture or commercialization of Licensed Products or the provision of Licensed Services (but only relating to the use of a Licensed Product in the Licensed Service) in the Licensed Field. The [[Illumina:Organization]] HLA Existing Product Primers, [[Illumina:Organization]] HLA v3 [......], and [[Illumina:Organization]] Chimerism Primers are Licensed Field Specific Know-How. Licensed Field Specific Know-How excludes Know-How relating to Third Party Knowledge Transfer Components.
“Licensed IP” means Licensed Patents, Licensed Know-How, Licensed Field Copyrights, and Software Code.
Licensee shall be solely responsible for # receiving, accepting and filling orders for the Licensed Product in the Field in the Territory, # handling all returns of the Licensed Product in the Field in the Territory, # controlling invoicing, order processing and collection of accounts receivable for the sales of the Licensed Product in the Field in the Territory, # booking and recording sales of the Licensed Product in the Field in the Territory in its books of account and # distributing and managing inventory of the Licensed Product in the Field in the Territory, in each case in accordance with GAAP to the extent applicable.
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