BMS Products Sample Clauses

BMS Products. Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. (the “Company”) has determined that the information (i) is not material and (ii) is customarily and actually treated by the Company as private or confidential. (a) If this Agreement is terminated by BMS with respect to a BMS Product or in its entirety, in each case pursuant to Section 11.3.1, then upon Immatics’ written request to BMS (which must be provided within [***] after the effective date of termination), BMS and Immatics shall discuss exclusively in good faith, for a period of up to [***]following such written request, terms and conditions under which BMS may be willing to grant to Immatics rights to Develop and Commercialize the applicable terminated BMS Product(s), including reasonable financial and other terms; provided that the foregoing provisions of this Section 11.6.2(a) shall not apply unless, as of the effective date of termination of this Agreement, (i) if the applicable BMS Product is a BMS TCR Product, the applicable 2019 License Agreement with respect to the BMS TCR in such BMS TCR Product has been terminated, or BMS has provided written notice to terminate such 2019 License Agreement with respect to the TCR Target for such BMS TCR Product and (ii) if the applicable BMS Product is a BMS CAR Product, BMS (and its Affiliates) have ceased all Development (and has no bona fide plans to continue any Development) of products Directed to the CAR Target for such BMS CAR Product. Notwithstanding the foregoing provisions of this Section 11.6.2(a), neither Party shall have any obligation to enter into any such agreement with respect to rights to Develop and Commercialize the applicable terminated BMS Product(s) unless each Party agrees to do so in its sole discretion. (b) If this Agreement is terminated by BMS with respect to one or more Initial BMS Products (or in its entirety with respect to all Initial BMS Products), in each case pursuant to Section 11.3.1, then BMS and its Affiliates shall not, specifically in connection with the Development or Commercialization of such terminated Initial BMS Product(s), practice, or grant a license to any Third Party to practice, under any Valid Claim (but without regard to the [***] limitation under clause (b) of the definition of Valid Claim) of a BMS Restricted Sole Patent that claims a BMS Restricted Sole Invention. For clarity, this Section 11.6.2(b) shall not prohibit or otherwise limit (...
Sample 1
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BMS Products. For each BMS Target, BMS shall pay Lexicon the following milestone payments for [**]: PAYMENTS FOR BMS TARGET PAYMENTS FOR BMS TARGET FOR WHICH [**] FOR WHICH [**] MILESTONE EVENT --------------------------------------------------- -------------------------- ------------------------- IND filing U.S. $ [**] U.S. $ [**] Commencement of a Phase 2 Trial [**] [**] Commencement of a Phase 3 Trial [**] [**] NDA Filing [**] [**] MAA Filing [**] [**] NDA Approval or MAA Approval (upon the first to [**] [**] occur) -------------------------- ------------------------- TOTAL U.S. $ [**] U.S. $ 76,000,000
Sample 1
BMS Products. For each BMS Product, BMS shall pay to Lexicon the following royalties on aggregate annual Net Sales in the Territory of such BMS Product: ROYALTY ON NET SALES FOR BMS ROYALTY ON NET PRODUCT ACTING SALES FOR BMS THROUGH A BMS PRODUCT ACTING TARGET THAT IS THROUGH A BMS AGGREGATE ANNUAL WORLDWIDE NOT A LISTED TARGET THAT IS A NET SALES OF BMS PRODUCT IN CONTRACT YEAR TARGET LISTED TARGET ---------------------------------------------- ------------------ ----------------- Under U.S. $[**] [**]% [**]% From U.S. $[**]to U.S. $[**] [**]% [**]% Above $[**] [**]% [**]%
Sample 1
BMS Products. From and after the date of the applicable Hand-off (in the case of the First BMS Product and Second BMS Product) and from and after the date of designation in accordance with Section 2.1.1(a) (in the case of any Additional BMS Product), and subject to the terms and conditions of this Agreement and, with respect to a BMS TCR Product, the applicable terms and conditions of the applicable 2019 License Agreement (except as otherwise set forth herein), (i) BMS will have the sole right (and shall solely control, at its discretion), itself or with or through its Affiliates, Sublicensees or other Third Parties, at its cost, to Develop and Commercialize BMS Products (and BMS TCRs and BMS CARs for use therein) in the Field in the Territory and (ii) Immatics and its Affiliates shall not have any right to, and shall not, conduct any Development or Commercialization of any BMS Products (or BMS TCRs or BMS CARs therein) in the Field in the Territory. BMS shall, and shall require its Affiliates and Sublicensees to, create and maintain written records or lab notebooks with respect to any work conducted pursuant to this Agreement that directly uses any Immatics Licensed Know-How in good faith and in accordance with its (or its applicable performing Affiliate’s) customary practice.
Sample 1
BMS Products. If a Party becomes aware of any actual or potential claim that the Development, Manufacture or Commercialization of a BMS TCR, BMS CAR or BMS Product by or on behalf of either Party pursuant to this Agreement infringes the intellectual property rights of any Third Party, such Party shall promptly notify the other Party. In any such instance, the Parties shall as soon as practicable thereafter meet to discuss in good faith regarding the best response to such notice; provided that BMS shall have the final decision-making authority in connection therewith. Except as set forth in Section 10.2 (and without limiting BMS’ rights under Section 10.2), (a) BMS shall have the sole right, but not the obligation, to defend and dispose of (including through settlement or license) such claim and (b) any costs incurred by or on behalf of BMS (or any of its Affiliates or Sublicensees) in connection with the defense or disposal of any such claim (including any damages, royalties or other amounts payable as a result thereof), to the extent relating to the Development, Manufacture or Commercialization of a BMS TCR, BMS CAR or BMS Product, shall be included as BMS Third Party Payments and may be deducted from amounts payable to Immatics hereunder as set forth in Section 6.3.4(a), and BMS shall report any such deductions to Immatics as part of BMS’ royalty report under Section 6.3.6.
Sample 1
BMS Products. For each BMS Target, BMS shall pay Lexicon the following milestone payments for the first BMS Product acting through such BMS Target:
Sample 1
BMS Products. For each BMS Product, BMS shall pay to Lexicon the following royalties on aggregate annual Net Sales in the Territory of such BMS Product: Aggregate Annual WorldwideNet Sales of BMS Product in Contract Year Royalty on Net Sales for BMS Product Acting Through a BMS Target that is not a Listed Target Royalty on Net Sales for BMS Product Acting Through a BMS Target that is a Listed Target Under U.S. $500,000,000 7.0% 10.0% From U.S. $500,000,000 to U.S. $1,000,000,000 8.0% 11.0% Above $1,000,000,000 10.0% 12.0% By way of example, in a given Contract Year, if the aggregate annual worldwide Net Sales of a given BMS Product acting through a BMS Target that is not a Listed Target is $3.5 billion, the following royalty payment would be payable under this Section 5.5.1: (7.0% x $0.5 billion) + (8.0% x $0.5 billion) + (10.0% x $2.5
Sample 1
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BMS Products. For each BMS Product, BMS shall make the milestone payments set forth below to Exelixis within [ * ] after the achievement of each of the following events, subject to Section 7.3(g): (I) [ * ] upon first administration of such BMS Product in a Phase I Clinical Trial; (II) [ * ] upon first administration of such BMS Product in a Phase II Clinical Trial; (III) [ * ] upon first administration of such BMS Product in a Phase III Clinical Trial; (IV) [ * ] upon first acceptance of an NDA filing for such BMS Product in a Major Market; and (V) [ * ] upon first receipt of Regulatory Approval for such BMS Product in a Major Market. Each milestone payment set forth in this Section 7.3(f) will be paid only once with respect to a given BMS Product, regardless of the number of indications sought or approved for such BMS Product.
Sample 1

Related to BMS 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.

  • 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.

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • Recipient Products Updated Project Schedule (if applicable) • Updated List of Match Funds (if applicable) • Updated List of Permits (if applicable) • Kick-off Meeting Agenda

  • Other Products and Services As our customer, you have access to a suite of financial products and services availed by ourselves, our affiliates and strategic partners designed to help you address and achieve your financial needs and goals. You agree that you can obtain information about such Products and Services via our website xxx.xxxxxxxx.xxx.xx and you further agree that we can from time to time communicate information in relation to such Products or Services to you specifically or generally to all cardmembers via such communication mode as we consider appropriate.

  • 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)

  • Other Products If you ask, we will provide you with information on any other home equity products we offer.

  • 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.

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