“Commercial Use” means the exploitation of the Project Technology in the Field.
13. Commercial Benefits Arising From Commercial Use
13.1 Commercial Use. In the event of any Commercial Use by Partner of Products, which are developed, Manufactured or commercialized by or on behalf of CEPI in the Field in an Affected Territory using Project Technology, the Partner shall:
13.1.1. notify CEPI promptly of such Commercial Use; and
13.1.2. comply with the CEPI Equitable Access Policy set out in the relevant CEPI Policy at Schedule 10 with respect to such Products, and subject to Section 13.2 below.
13.2 Commercial Benefits sharing agreement. The Parties shall agree in good faith how such Commercial Benefits (if any) are to be managed in a fair, equitable and proportionate manner, taking account the financial contribution of each of the Parties to the Background Technology and Project Technology being exploited, the public and philanthropic nature of the CEPI funding, any other non-repayable public or philanthropic financial contribution to the foregoing, the public benefit derived from the Commercial Use, and any private or ancillary benefit that may arise. The Parties shall execute a separate agreement implementing their good faith agreement on how such Commercial Benefits are to be managed in a fair, equitable and proportionate manner as of the Effective Date of this Agreement. For the avoidance of doubt, Commercial Benefits generated outside the Field and/or outside the scope of Clause 13.1 will not be shared between the Parties.