Adjustments Related to Third Party Competition Sample Clauses

Adjustments Related to Third Party Competition. For a given Product in a given calendar quarter, if in a country of the Territory (a) a Third Party is selling Bioequivalent Product, and (b) Roche has an obligation to make payments under this Agreement with respect to Net Sales of the given Product in such country, and (c) a Valid Claim Covers the given Product in such country and (d) in such country, sales of units of Bioequivalent Products in aggregate total at least [*] percent ([*]%) of the aggregate sales of units of Bioequivalent Products and Products as measured at the end of such calendar quarter, and (e) Roche has, if it is reasonable under the circumstances, brought in the country and continued to diligently prosecute a patent infringement suit under any relevant Composition of Matter Claims against the Third Party or another in privity, then Roche shall have the right to calculate royalties with respect to such calendar quarter by including only [*] percent ([*]%) of the amount Roche would have otherwise included for such country to calculate sales-based payments if no Bioequivalent Product existed in such country.
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Adjustments Related to Third Party Competition. For a given Product or Memory Product in a given calendar quarter, if in a country of the Territory (a) a Third Party is selling Bioequivalent Product, and (b) Memory has an obligation to make payments under this Agreement with respect to Net Sales of the given Product or Memory Product in such country, and (c) a Valid Claim Covers the given Product or Memory Product in such country and (d) in such country, sales of units of Bioequivalent Products in aggregate total at least [*] percent ([*]%) of the aggregate sales of units of (A) Bioequivalent Products and (B) Products or Memory Products, as the case may be, as measured at the end of such calendar quarter, and (e) Memory has, if it is reasonable under the circumstances, brought in the country and continued to diligently prosecute a patent infringement suit against the Third Party selling the Bioequivalent Product or another in privity, then Memory shall have the right to calculate royalties with respect to such calendar quarter by including only [*] percent ([*]%) of the amount Memory would have otherwise included for such country to calculate sales-based payments if no Bioequivalent Product existed in such country.
Sample 1
Adjustments Related to Third Party Competition. (a) If (i) a Third Party is selling a Competitive Product, and (ii) Roche has an obligation to make sales-based payments under this Agreement with respect to Net Sales of such Target Product in such country, and (iii) in such country, sales of units of Competitive Products in aggregate total at least [***] of the aggregate sales of units of Competitive Products and the Target Product at issue as measured at the end of a full calendar year, then Roche shall have the right to reduce by [***] any sales-based payments otherwise owed on Roche Group Net Sales of such Target Product in such country prior to such occurrence if no Competitive Product existed in such country, subject to Section 8.4. As used in this Section “Competitive Product” shall mean, with respect to a given Target Product sold in a given country of the Territory by the Roche Group, a product sold by a Third Party in such country the regulatory approval for which in such country specifically refers to and relies upon the Regulatory Approval dossier for such Target Product in such country.
Sample 1
Adjustments Related to Third Party Competition. For a given Product or Memory Product in a given calendar quarter, if in a country of the Territory (a) a Third Party is selling Bioequivalent Product, and (b) Memory has an obligation to make payments under this Agreement with respect to Net Sales of the given Product or Memory Product in such country, and (c) in such country, sales of units of Bioequivalent Products in aggregate total at least [*] percent ([*]%) of the aggregate sales of units of Bioequivalent Product and Product and Memory Product as measured at the end of such calendar quarter, then Memory shall have the right to calculate royalties with respect to such calendar quarter by including only [*] percent ([*]%) of the amount Memory would have otherwise included for such country to calculate sales-based payments if no Bioequivalent Product existed in such country.
Sample 1
Adjustments Related to Third Party Competition. If in a country of the Territory in which no Valid Claim of a Target Product-Specific Patent exists for the Target Product, and (a) a Third Party is selling Competitive Product, (b) Roche has an obligation to make payments under this Agreement with respect to Net Sales of such Target Products in such country, and (c) in such country, sales of units of Competitive Products in aggregate total at least [* * *] of the aggregate sales of units of Competitive Products and Target Products as measured at the end of [* * *], then Roche shall have the right to calculate sales-based payments by including only [* * *] of the amount Roche would have otherwise included for such country to calculate sales-based payments if no Competitive Product existed in such country, subject to Section 4.7.
Sample 1
Adjustments Related to Third Party Competition. With respect to a given Product in a given calendar quarter, if in a country of the Territory (a) a Third Party is selling a Bioequivalent Product, (b) Roche has an obligation to make payments under this Agreement with respect to Adjusted Gross Sales of the given Product in such country, (c) a Valid Claim Covers the sale of the Bioequivalent Product in such country, (d) in such country, sales of units of Bioequivalent Products (adjusted as necessary so that units of Bioequivalent Products and Products are comparable) in aggregate total at least * percent (*%) of the aggregate sales of units of Bioequivalent Products and Products as measured at the end of such calendar quarter, and (e) Roche has, if it is reasonable under the circumstances, brought in such country and continued to diligently prosecute a patent infringement suit under any relevant Valid Claims against the Third Party or another in privity with respect to such Bioequivalent Product, then Roche shall have the right to calculate royalties with respect to such calendar quarter by including only * percent (*%) of the amount of Adjusted Gross Sales that Roche would have otherwise included for such country to calculate sales-based payments if no Bioequivalent Product existed in such country.
Sample 1
Adjustments Related to Third Party Competition. (a) If in a country of the ROW Territory sales in the Asthma Field of units of Generic Products in aggregate total at least [****] of the aggregate sales in the Asthma Field of units of all Generic Products and Licensed Products as measured at [****], then Roche shall have the right [****] any royalties due under Section 10.3 (after the applicable [****] if applicable) by: (a) [****] in the [****] in which such Generic Product sales achieve such sales levels; (b) [****] in the [****], and (c) [****] in the [****] and all [****] (in each case rounded to the nearest [****]). Any royalty [****] pursuant to this Section 10.4(a) shall only apply to royalties on Roche Net Sales in the ROW Territory in the Asthma Field. The JFC shall work to develop and implement an agreed upon procedure for tracking such Generic Products.
Sample 1
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Adjustments Related to Third Party Competition. (a) For a given Primary Product in a given Calendar Quarter, if, in addition to such Primary Product, there are [*] PDE10 inhibitors or modulators (excluding any Product) having regulatory approval for the treatment of [*] in the US, then Amgen shall have the right to reduce for the entire Territory the applicable royalty rate provided for under Section 5.1(a) to [*] percent ([*]%) of the applicable Net Sales in clause (i), [*] percent ([*]%) of the applicable Net [*] CONFIDENTIAL TREATMENT IS REQUESTED Sales in clause (ii), and [*] percent ([*]%) of the applicable Net Sales in clause (iii).
Sample 1
Adjustments Related to Third Party Competition. If in a country of the ROW Territory sales of units of Generic Products in aggregate total at least [*] of the aggregate sales of units of all Generic Products and Licensed Products as measured [*], then Roche shall have the right to [*] any royalties due under Section 10.3 (after the applicable [*], if applicable) by: (a) [*] in the [*] in which such Generic Product sales achieve such sales levels; (b) [*] in the [*], and (c) [*] in the [*] and all subsequent such years during the royalty term (in each case rounded to the nearest [*]).
Sample 1

Related to Adjustments Related to Third Party Competition

  • Protection of Confidential Information; Non-Competition 5.1 In view of the fact that the Executive's work for the Company will bring the Executive into close contact with many confidential affairs of the Company not readily available to the public, and plans for future developments, the Executive agrees:

  • Exceptions to Confidentiality The Receiving Party’s obligations set forth in this Agreement shall not extend to any Confidential Information of the Disclosing Party:

  • Certain Transactions and Confidentiality Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

  • Noncompetition and Confidentiality (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.

  • Non Competition and Confidentiality The Executive agrees that:

  • Noncompetition Nonsolicitation and Confidentiality As a material inducement to continue to employ him, Employee agrees to execute the Noncompetition, Nonsolicitation and Confidentiality Agreement attached hereto as Exhibit A, the terms of which are incorporated herein by reference.

  • Non Competition Non Solicitation and Confidentiality The Company and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, the Company will give Executive access to Confidential Information of the Company and its Affiliates to which Executive did not have access prior to signing this Agreement and which Executive may need and use during such employment, the receipt of which is hereby acknowledged by Executive; Executive will be provided under this Agreement (i) specialized training on how to perform his duties and (ii) contact with the Company’s and its Affiliates’ customers and potential customers. In consideration of all of the foregoing, the Company and Executive agree as follows:

  • Publicity; Confidentiality Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

  • Confidentiality; Non-Competition (a) Executive agrees that he will not, at any time during or after the Term, other than in the ordinary course of performing his duties for the Company, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment. For purposes of this Agreement, a “trade or business secret, process, method or means, or any other confidential information” shall mean and include written information reasonably treated as confidential or as a trade secret by the Company. Executive’s obligation under this Section 4.3(a) shall not apply to any information which (i) is known publicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by written records of Executive; or (iv) is hereafter disclosed to Executive by a third party not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as a director or an employee of the Company in the performance of his duties for the Company and its affiliates or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him; provided, however, that nothing herein shall prevent Executive from retaining (i) his papers and other materials of a personal nature, including, without limitation, photographs, correspondence, personal diaries, calendars, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of his business expenses, (iii) information that is necessary for tax purposes, and (iv) copies of plans, programs, policies and agreements relating to his employment, or termination thereof, with the Company and its affiliates. Anything herein or elsewhere to the contrary notwithstanding, the provision of this Section 4.3(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction to order Executive to disclose or make accessible any information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or any other agreement between the parties, including, without limitation, the enforcement of such agreements.

  • Duration of Confidentiality The provisions of this Article XIII shall apply during the term of this Agreement and for two years following termination of this Agreement pursuant to Section 14.1, and shall continue to apply to any Member who withdraws, who is deemed to have withdrawn, or who Transfers its Ownership Interest, for two years following the date of such occurrence.

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