Base Products. GI-Inc has the ultimate role in determining product specifications and features of any CTMS Service, and GI-Inc will ensure that such specifications and product implementations of such specifications meet prevailing market needs. To that end, the GI-Inc Executive shall consult regularly with the United Executive as to information that United may gather in the course of its business that United believes is relevant to ensuring that the CTMS Service is competitive with like services and products provided by other service providers.

Base Products. GILLC has the ultimate role in determining product specifications and features of any CTMS Service, and GILLC will ensure that such specifications and product implementations of such specifications meet prevailing market needs. To that end, the GILLC Executive shall consult regularly with the United Executive as to information that United may gather in the course of its business that United believes is relevant to ensuring that the CTMS Service is competitive with like services and products provided by other service providers.

Base Products. CONFIDENTIAL TREATMENT 12 REQUESTED BY GALILEO INTERNATIONAL, INC. GI-Inc has the ultimate role in determining product specifications and features of any CTMS Service, and GI-Inc will ensure that such specifications and product implementations of such specifications meet prevailing market needs. To that end, the GI-Inc Executive shall consult regularly with the US Airways Executive as to information that US Airways may gather in the course of its business that US Airways believes is relevant to ensuring that the CTMS Service is competitive with like services and products provided by other service providers.

Base Products. (A) In establishing the Base Sales Level for each class of Base Product by NDC ("Base Product(NDC)"), Xxxxxx and Gensia Sicor shall review the previous twelve (12) months of unit sales for such Product(NDC) and based upon market conditions and opportunities adjust such sales to account for market unit growth or degradation to estimate the number of units of such Base Product(NDC) ("Unit Estimate") to be sold in the following Contract Year. The Unit Estimates shall not employ trends that exceed those derived from available IMS data unless the Parties mutually agree in writing to apply an alternative trend or agree in writing to use other ___________________ *** Redacted and Filed Separately with the Securities and Exchange Commission. reliable Third Party information. The Projected Gross Price for such Base Product(NDC) as determined by Section 6.1 hereof in connection with establishing the Transfer Price pursuant to Section 6.1 shall then be multiplied by the Unit Estimate for that Base Product(NDC) to calculate the Base Sales Level therefor. (B) If the Parties have not determined the Unit Estimate for a Base Product(NDC) by November 30th, Gensia Sicor shall calculate the Unit Estimate for that Product(NDC) for the following Contract Year by (1) identifying the unit sales of such Product(NDC) as reported by IMS for the twelve months ending the third Calendar Quarter of the preceding Contract Year (such amount being hereinafter referred to as "IP(y-1)") and the unit sales of such Product(NDC) as reported by IMS for the twelve months ending the third Calendar Quarter of the Contract Year (such amount being referred to as "IP(y)") in which the calculation is made, (2) dividing IP(y) by IP(y-1), and (3) multiplying that result times the number of units of such Product(NDC) sold by Xxxxxx during the preceding twelve (12) months ending September 30/th/ of that Contract Year. (C) Any potential new Base Product(NDC) business that is anticipated from Premier Purchasing Partners, L.P. or Novation during the following Contract Year shall be presented as separate and distinct from Base Product business anticipated from the rest of the Trade for the sole purpose of determining purchase and manufacturing obligations of the Parties set forth in Section 10.1 hereof.

Base Products. By purchasing Tokens under MasterKey Plus, Customer licenses the Software identified in the applicable MasterKey Plus Table under “Base Products”. Access to and use of a Base Product at any moment in time will be limited by the number of Tokens then available for check-out in Customer’s Token-pool.

Base Products. GILLC has the ultimate role in determining product specifications and features of any CTMS Service, and GILLC will ensure that such specifications and product implementations of such specifications meet prevailing market needs. To that end, the GILLC Executive shall consult regularly with the US Airways Executive as to information that US Airways may gather in the course of its business that US Airways believes is relevant to ensuring that the CTMS Service is competitive with like services and products provided by other service providers.

Related to Base Products

SINGLE-USE PRODUCTS The Board of County Commissioners has established a single-use products and plastic bags policy intended to reduce the use of products which have become globally recognized as having lasting negative impacts on the environment. Neither single-use products nor plastic bags may be sold or disbursed on County property by staff or contracted vendors, except as set forth in Orange County Administrative Regulation 9.01.03. Failure to comply with the Regulation may result in termination of the contract or other contractual remedies, and may affect future contracting with the County. The use of reusable, recyclable, biodegradable, or compostable materials is encouraged.
New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.
Additional Products Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional 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.
Existing Products Except as set forth below, Contractor shall retain all rights, title and interest in Existing Products.
Additional Products and Services Subject to the allocation of funds, the CPO may add similar equipment, supplies, services, or locations, within the scope of this Agreement, to the list of equipment, supplies, services, or locations to be performed or provided by giving written notification to Contractor. For purposes of this Section, the “Effective Date” means the date specified in the notification from the CPO. As of the Effective Date, each item added is subject to this Agreement, as if it had originally been a part, but the charge for each item starts to accrue only on the Effective Date. In the event the additional equipment, supplies, services, or locations are not identical to the items(s) already under this Agreement, the charges therefor will then be Contractor’s normal and customary charges or rates for the equipment, supplies, services, or locations classified in the Fees and Costs (Exhibit “F”).
Products Products available under this Contract are limited to Software, including Software as a Service, products and related products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.B above. Vendor may not add a manufacturer’s product line which was not included in the Vendor’s response to the solicitation described in Section 1.B above.
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.
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.

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