Cannula Cartridge Sample Clauses

Cannula Cartridge. Parent and its Affiliates shall have no obligation hereunder or pursuant to the other Ancillary Agreements and the Separation and Distribution Agreement to supply a Cartridge to any Third-Party cannula supplier, nor shall SpinCo have the right to supply a Cartridge to any Third-Party cannula supplier. Notwithstanding the foregoing, Parent shall provide, upon the request and expense of SpinCo, assistance to SpinCo, as follows: Option 1: Parent and its Affiliates shall cooperate with SpinCo to design an interface for a Third-Party cannula holder to work directly with the xxxxxx; or Option 2: If Option 1 is not feasible, Parent and its Affiliates shall cooperate with SpinCo to design an off-line cannula transfer to allow the Third Party-sourced cannula to be transferred from the Third-Party cannula holder to Parent’s Cartridge at an Approved Facility. Any and all Intellectual Property Rights in the design and development by Parent and its Affiliates under this Section 3.8 shall be owned solely and exclusively by Parent and its Affiliates and shall be considered MLIP. The SpinCo Licensees hereby assign and agree to assign to Parent any such Intellectual Property Rights to the extent any ownership rights in such Intellectual Property Rights vest in SpinCo Licensees. Parent Licensors agree to grant, and hereby grant, to the SpinCo Licensees a nonexclusive, non-sublicensable, royalty-free, fully paid, nontransferable (except as set forth in Section 8.4 of the Agreement), irrevocable (except as provided in Section 7.1(a) and Section 8.5 of the Agreement) license under any such Intellectual Property Rights to use, as applicable, the interface or the off-line cannula transfer designed and developed under this Section 3.8 in connection with the manufacture of SpinCo Products by SpinCo Licensees that contain Third Party-sourced cannula and are assembled in whole or in part on manufacturing lines containing Manufacturing Line IP in the Approved Facilities controlled, operated and directed by SpinCo Licensees.
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Related to Cannula Cartridge

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  • Shipments All Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in accordance with the Specifications and marked for shipment to Customer’s destination specified in the applicable purchase order. Shipments will be made EXW (Ex-Works, Incoterms 2000) Flextronics’s facility, at which time risk of loss and title will pass to Customer. All freight, insurance and other shipping expenses, as well as any special packing expenses not included in the original quotation for the Products, will be paid by Customer. In the event Customer designates a freight carrier to be utilized by Flextronics, Customer agrees to designate only freight carriers that are currently in compliance with all applicable laws relating to anti-terrorism security measures and to adhere to the C-TPAT (Customs-Trade Partnership Against Terrorism) security recommendations and guidelines as outlined by the United States Bureau of Customs and Border Protection and to prohibit the freight carriage to be sub-contracted to any carrier that is not in compliance with the C-TPAT guidelines.

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  • Product The term “

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