Backup Products Sample Clauses

Backup Products. In the event one or more of the aforesaid milestone payments have been paid in respect of a given PRODUCT for which DEVELOPMENT or commercialization is subsequently discontinued, LICENSEE shall receive a credit for such milestone payments against milestone payments due for the next PRODUCT to meet such milestone. It is understood that in no event shall LICENSEE be obligated to make the payment due on any milestone event more than once with respect to the same PRODUCT, regardless of the number of indications for which such PRODUCT is developed. If at the time a milestone is achieved by a PRODUCT any prior milestones have not been achieved for such PRODUCT, the payments for such prior milestones for such PRODUCT shall then be due.
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Backup Products. The payments set forth in Section 5.4.1 above shall be made with respect to each Product; provided, however, if Celldex ceases all clinical development of a particular Product prior to receiving Approval for such Product but after having made one or more milestone payments with respect to such Product under Section 5.4.1 (a “Discontinued Product”), there shall be no payment due upon the accomplishment of that same milestone, or those same milestones, with respect to the next Product with specificity for the same Research Antigen as the Discontinued Product (the “Backup Product”). When milestones are achieved with respect to any Backup Product that were not previously paid with respect to a corresponding Discontinued Product, such milestone payments shall be paid pursuant to Section 5.4.1 above.
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Backup Products. For any Backup Product that first achieves one or more of the above described milestone events, the milestone payment(s) listed above shall be [*], and such milestone payment(s) shall not be payable if any other Product later achieves such milestone(s).
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Backup Products. For any Backup Product, the royalty rates provided in this Section 9.6 shall be [*].
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Backup Products. Company shall notify Eisai in writing within ninety (90) days of receipt of the Backup Product Package, if any, of whether Company elects to Develop and Commercialize any Backup Product(s) set forth in the Backup Product Package under the Collaboration. If Company elects within such ninety (90) day period to Develop and Commercialize any such Backup Product under the Collaboration, then with respect to each such elected Backup Product: 132539616_1 (i) the definition of Eisai Collaboration Product shall be amended to include such Backup Product; (ii) this Agreement shall be amended by including the Milestone Payments on Exhibit 3.7(b), in lieu of the Milestone Payments with respect to Eisai Collaboration Products containing Molecule E2609 set forth in ARTICLE 8, by replacing the Development Plan and Established Overall Budget for Eisai Collaboration Products containing Molecule E2609 with the summary Development Plan and summary Established Overall Budget delivered by Eisai to Company pursuant to Section 3.7(a) (in each case as may have been amended by mutual agreement of the Parties) and by any other terms and conditions agreed by the Parties with respect to such Backup Product; (iii) Company shall pay to Eisai: (A) a one-time, non-refundable, non-creditable payment of [***] for such Backup Product within fifteen (15) Business Days of when this Agreement is amended pursuant to Section 3.7(b)(ii); and (B) the applicable Milestone Payments when due as set forth on Exhibit 3.7(b). (iv) Company shall share fifty percent (50%) of all Development Costs and Commercialization Costs for such Backup Product incurred on or after Company’s election to include such Backup Product in the Collaboration under this Section 4.3, subject to increase and the limitations set forth in this ARTICLE 3; (v) the JDC that had overseen the Development Program for Eisai Collaboration Products containing Molecule E2609 (the “SM JDC”) shall oversee Development activities with respect to such Backup Product; and (vi) Eisai shall provide to the SM JDC (for review by such JDC and approval by the JSC in accordance with ARTICLE 2) the initial Development Plan and initial Established Overall Budget for such Backup Product based on the summary Development Plan and summary Established Overall Budget for such Backup Product, within thirty (30) days following amendment of this Agreement pursuant to Section 3.7(b)(ii) (or as soon as reasonably practicable following such thirty (30) day period). Th...
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Backup Products. The payments set forth in Section 3.3.1 above shall be made only once for a Product. If BioTie discontinues all clinical development of a particular Product prior to receiving Approval for such Product but after having made one or more milestone payments with respect to such Product under Section 3.3.1 (such product, a “Discontinued Product”), there shall be no payment due upon the accomplishment of that same milestone, or those same milestones, with respect to the next Product (such next Product, a “Backup Product”). When milestones are achieved with respect to a Backup Product that were not previously paid with respect to a Discontinued Product, such milestone payments shall be paid pursuant to Section 3.3.1 above.
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Backup Products. For any Backup Product, the royalty rates provided in this Section 8.5 above shall be reduced by [*].
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Related to Backup 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.

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

  • 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.

  • 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.

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

  • 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.

  • 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.

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

  • 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)

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

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