Booking Sales in the US Territory Sample Clauses

Booking Sales in the US Territory. Infinity and its Affiliates shall have the sole right to invoice, to sell and to book all sales of Products in the US Territory, and shall be responsible for warehousing and distributing Products in the US Territory, and the allocation of responsibilities and activities under the US Commercialization Plan shall be made in a manner that permits Infinity to book all sales of Products in the US Territory in accordance with the applicable Accounting Standards. If AbbVie receives any order for a Product in the US Territory, AbbVie shall promptly refer such order to Infinity. If AbbVie receives any order for a Product in the Ex-US Territory from any purchaser and AbbVie knows or has reason to believe that such purchaser intends to sell, offer to sell or distribute such Product in the US Territory, AbbVie shall promptly notify Infinity of such situation and the Parties, through the JSC, will discuss the appropriate resolution. Notwithstanding anything in this Agreement to the contrary, however, with respect to any Product which is a Combination Product comprising both the Licensed Compound and the Abbvie Combination Compound, unless otherwise agreed by the Parties in writing: (i) all Development of such Combination Product would be mutually agreed upon, and conducted pursuant to the GDP and under the direction of the JDC, and final decision making as to any disputes related thereto would be governed by Section 2.9.3(a) and not 2.9.3(g); and (ii) the strategic and tactical components of the Commercialization in the US Territory for such a Combination Product shall be reviewed and determined by the Parties, including, without limitation, the pricing, branding and positioning, promotion, managed care contracting, distribution and patient services, and which Party is the most appropriate Party to book sales of any such Combination Product in the US Territory, it being understood, however, that (x) nothing in this Agreement shall be deemed to have granted to Infinity any right to sell or book sales of the Abbvie Combination Compound or any such Combination Product, and (y) any such Commercialization decisions shall be dependent upon and conform to any and all consents and approvals as are required to be obtained under the Abbvie Third Party Agreements, and (z) Abbvie’s final decision making rights pursuant to Section 2.9.3(g) with respect to all matters relating to the Abbvie Combination Compound shall not govern such determinations, which shall be required to be mutu...
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Related to Booking Sales in the US Territory

  • Net Sales The term “

  • 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 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.

  • Combination Product The term “

  • 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.

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

  • Territory The territorial limits of this Agreement shall be identical with those of the Reinsured Contracts.

  • Sale of Products Performance of Services

  • Gross Sales Notwithstanding anything in the Lease to the contrary the definition of Gross Sales shall be as follows:

  • Other Products After clinical or other evidence, provided in writing [***] to Company, demonstrating the practicality of a particular market or use within the LICENSED FIELD which is not being developed or commercialized by Company, Company shall either provide JHU with a reasonable development plan and start development or attempt to reasonably sublicense the particular market or use to a third party. If within six (6) months of such notification [***] Company has not initiated such development efforts or sublicensed that particular market or use, JHU may terminate this license for such particular market or use. This Paragraph shall not be applicable if Company reasonably demonstrates to JHU that commercializing such LICENSED PRODUCT(S) or LICENSED SERVICE(S) or granting such a sublicense in said market or use would have a potentially adverse commercial effect upon marketing or sales of the LICENSED PRODUCT(S) developed and being sold by Company.

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