Back-up Products Sample Clauses

Back-up Products. If a Product is abandoned during development after one or more of the first three (3) milestone payments according to Art. 7.2.1, 7.2.2 or 7.2.3 above has been made, and if a back-up Product is developed to replace such abandoned Product, then no milestone payment shall be made in respect of the back-up Product which milestone payment has already been made in respect of the abandoned Product.
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Back-up Products. Subject to Sections 12.2 (Future Acquisition of a Party or its Business), 12.3.1 (Acquired Programs), and 12.3.2 (Acquired Programs), Alnylam hereby grants to Genzyme a series of exclusive options (each, a “Back-Up Option”), under each of which Genzyme shall have the right, but not the obligation, to take a license on the terms set forth in the these Global License Terms to any siRNA that targets the same Licensed Target as a Global Licensed Product (a “Back-Up Product”) and for which Alnylam has determined the siRNA composition for which GLP toxicology studies will be conducted during the Back-Up Option Period. Genzyme may exercise the Back-Up Option with respect to such Back-Up Product by delivering written notice to Alnylam at any time during the Back-Up Option Period (the “Back-Up Option Exercise Notice”). Upon delivery of the Back-Up Option Exercise Notice to Alnylam, the applicable Back-Up Product shall automatically be deemed to be a Global Licensed Product for all purposes under the Collaboration Agreement and the license from Alnylam to Genzyme for such Global Licensed Product shall automatically, with no further action by any Party, go into full force and effect and all obligations of Alnylam and Genzyme set forth in these Global License Terms, including the payment obligations set forth herein, shall become the binding obligations of the applicable Party in respect of such Global Licensed Product. Upon the expiration of the Back-Up Option Period, all Back-Up Options not previously exercised shall automatically terminate. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. GLOBAL LICENSE TERMS
Sample 1
Back-up Products. (a) Subject to Sections 13.2 (Future Acquisition of a Party or its Business) and 13.3 (Acquired Programs), Alnylam hereby grants to Genzyme a series of exclusive options (each, a “Back-Up Option”), under each of which Genzyme shall have the right, but not the obligation, to take a license on the terms set forth in the this Agreement to any product that would be a Back-Up Product if such option were exercised (a “Potential Back-Up Product”). (b) As soon as is reasonably practicable on or after the date that a product becomes a Potential Back-Up Product, Alnylam shall complete all activities necessary to prepare a complete Initial Option Data Package (as such term is defined in the Master Agreement) for the applicable Potential Back-Up Product and provide Genzyme with such Initial Option Data Package and an Initial Option Notice (as such term is defined in the Master Agreement, including the required contents thereof). Following delivery of the Initial Option Notice, the Option (as such term is defined in the Master Agreement) evaluation and exercise procedures set forth in the Master Agreement (including, for clarity, the last paragraph of Section 3.3.1 and Sections 3.3.2, 3.3.3.4, 3.3.4) shall apply, mutatis mutandis. (c) Upon Genzyme’s exercise of a Back-Up Option, the applicable Potential Back-Up Product shall automatically be deemed to be a Back-Up Product and a Global AT3 Licensed Product for all purposes under this Agreement and the license from Alnylam to Genzyme for such Global AT3 Licensed Product shall automatically, with no further action by any Party, go into full force and effect and all obligations of Alnylam and Genzyme set forth in this Agreement, including the payment obligations set forth herein, shall become the binding obligations of the applicable Party in respect of such Global AT3 Licensed Product.
Sample 1
Back-up Products. [*****] ----------------- ***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. [*****]
Sample 1
Back-up Products. If a milestone payment is paid with respect to the achievement of a milestone by a Licensed Therapeutic Product, the achievement of the same milestone by a Licensed Therapeutic Product that is a Back-up Product to the original Licensed Therapeutic Product would not obligate FivePrime to again pay such milestone payment. For the purpose of the previous sentence, a “Back-up Product” means a Licensed Therapeutic Product that FivePrime substitutes for a Licensed Therapeutic Product that FivePrime abandons during development due to lack of production scalability, poor pharmacokinetics, lack of sufficient pharmacodynamic effects, insufficient efficacy, poor tolerability, safety concerns or toxicity.
Sample 1
Back-up Products. For Back-up Products, BioMarin shall pay to Repligen non-refundable, non-creditable royalty payments during the applicable Royalty Term, as calculated (i) by multiplying the applicable royalty rate set forth below by the corresponding amount of incremental Net Sales of such Products in the applicable calendar year and (ii) by subsequently making all applicable adjustments in accordance with Section 4.3(d). Annual Net Sales of Back-up Products Royalty Rate for Back-up Products other than Derived Products Royalty Rate for Derived Products4 For that portion of annual Net Sales that is less than or equal to $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% For that portion of annual Net Sales that is greater than $[**Confidential Treatment Requested**] but less than or equal to $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% For that portion of annual Net Sales that is greater than $[**Confidential Treatment Requested**] but less than or equal to $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% For that portion of annual Net Sales that is greater than $[**Confidential Treatment Requested**] but less than or equal to $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% For that portion of annual Net Sales that is greater than $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% 4 Royalties shall only be payable for [**Confidential Treatment Requested**] Products for which enrollment of the first patient in [**Confidential Treatment Requested**] occurs prior to [**Confidential Treatment Requested**]. For any [**Confidential Treatment Requested**] Product for which enrollment of the first patient in [**Confidential Treatment Requested**] occurs on or after [**Confidential Treatment Requested**], the royalty rate will be [**Confidential Treatment Requested**] percent ([**Confidential Treatment Requested**]%). [**Confidential Treatment Requested**]
Sample 1
Back-up Products. In the event that Gilead or its Affiliates or its or their Sublicensees [**]: 8.10.1. the Development/Regulatory Milestone Events in Section 8.3.2 shall apply [**] and the corresponding Development/Regulatory Milestone Payments shall be due with respect to [**]; provided that [**]. For example, [**]; 8.10.2. the Commercial Milestone Events set forth in Section 8.4 shall apply [**] and the Commercial Milestone Payments shall be due with respect to [**]; provided that [**]. For clarity, [**]; and 8.10.3. the royalty rates set forth in Section 8.5.1 shall apply [**], and the Royalty Term and related provisions in Section 8.5.2, any reductions set forth in Section 8.5.3, Section 8.7 and Section 8.8 shall be applied [**].
Sample 1
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Related to Back-up Products

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Software Products Save as otherwise set forth in the Agreement, the right to use any Software Product is personal to the Licensee, for its own internal use, and is non-transferable, except with the Licensor’s prior written consent, in which case the Licensee shall cause the assignee or sub-licensee to agree to the terms of this Software License.

  • 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.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Existing Products Except as set forth below, Contractor shall retain all rights, title and interest in Existing Products.

  • Additional Products Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • Recycled Products The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. References: 42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873 (More than $10,000)

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