Allocation of Commercial Cost of Goods Manufactured Sample Clauses

Allocation of Commercial Cost of Goods Manufactured. (i) Supply by Lead Manufacturing Party for Commercialization by Lead Manufacturing Party. If the Lead Manufacturing Party for the Licensed Product is also the Lead Distribution Party for such Licensed Product in the applicable portions of the Territory, then, with respect to the Manufacture and supply of such Licensed Product for use in the Commercialization activities hereunder by or on behalf of such Lead Distribution Party (or its respective Affiliates), the Cost of Goods Manufactured (based on the Estimated COGS and reconciliations for the applicable Calendar Year as set forth in Section 7.4.5(a)) shall be included in Allowable Commercialization Costs (even if not included in the Commercialization Budget) to the extent such quantities of Licensed Product were in accordance with the Manufacturing Plan. (ii) Supply by Lead Manufacturing Party for Commercialization by Other Party. If the Lead Manufacturing Party is supplying Licensed Product to the other Party (for those portions of the Territory where such other Party is the Lead Distribution Party) for use in the Commercialization activities hereunder pursuant to a Merck Supply Agreement or SeaGen Supply Agreement, as applicable, then such Licensed Product shall be supplied to the Lead Distribution Party under such supply agreement at the Cost of Goods Manufactured (based on the Estimated COGS and reconciliations for the applicable Calendar Year as set forth in Section 7.4.5(a)) (and such costs incurred by the Lead Manufacturing Party shall not be separately included in Allowable Commercialization Costs); provided that, for clarity, any such amounts paid by the Lead Distribution Party to the Lead Manufacturing Party under a Merck Supply Agreement or SeaGen Supply Agreement, as applicable, shall be included in Allowable Commercialization Costs (even if not included in the Commercialization Budget) of the Lead Distribution Party. 7.4.6
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Related to Allocation of Commercial Cost of Goods Manufactured

  • Manufacturing Costs In the event of termination by Merck pursuant to Section 6.2, 6.3 or 6.6 above, Merck shall be entitled to [*****] (as defined herein) incurred by Merck for its Compound Delivered for the Study. [*****]

  • Product Quality (a) Tesoro warrants that all Products delivered under this Agreement or any Purchaser Order shall meet the latest applicable pipeline specifications for that Product upon receipt at the applicable Terminal and contain no deleterious substances or concentrations of any contaminants that may make it or its components commercially unacceptable in general industry application. Tesoro shall not deliver to any of the Terminals any Products which: (a) would in any way be injurious to any of the Terminals; (b) would render any of the Terminals unfit for the proper storage of similar Products; (c) would contaminate or otherwise downgrade the quality of the Products stored in commingled storage; (d) may not be lawfully stored at the Terminals; or (e) otherwise do not meet applicable Product specifications for such Product that are customary in the location of the Terminal. If, however, there are Products that do not have such applicable specifications, the specifications shall be mutually agreed upon by the Parties. Should Tesoro's commingled Products not meet or exceed the minimum quality standards set forth in this Agreement or any applicable Purchase Order, Tesoro shall be liable for all loss, damage and cost incurred thereby, including damage to Products of third parties commingled with Tesoro's unfit Products.

  • Product Changes IDSI reserves the right to make design and other modifications in the Equipment at any time but shall not be obligated to implement such modifications in Equipment that has previously been delivered.

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Combination Product The term “

  • Supply of Product The JDC shall be responsible for determining the sources of, and arrangements for, the manufacture and supply of Products that the JDC believes will result in long-term profit maximization for such Products. The JDC shall endeavor to [ * ].

  • Product The term “

  • Manufacture of Product Prior to commercialization of the Product, the Parties may, if appropriate for both parties, negotiate in good faith a manufacturing and supply agreement to provide for Licensor to fulfill the manufacturing requirements of Licensee for Product for sale in the European market. The cost of such manufacturing shall not be greater than * percent (*%) of the cost of any competitor cGMP contract manufacturing facility that proposes to manufacturer the Product for Licensee. * Confidential information has been omitted and filed confidentially with the Securities and Exchange Commission.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Net Sales The term “

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