Change in Business Model Sample Clauses

Change in Business Model. In the event that Licensee begins charging users fees to use the Service, e.g., if the Service is converted to a subscription-based model, the parties agree to engage in good faith negotiations to determine fair and reasonable business terms to amend the license and compensation terms of this Agreement.
Sample 1
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Change in Business Model. In the event that iCAD materially changes its ordinary course method of operating its business such that its methods of marketing, selling, distributing and/or licensing its products and/or services is materially different from those methods utilized as of the date hereof, then the Purchasers shall have the right to request by providing written notice that iCAD negotiate in good faith to amend the Applicable Percentages to adjust for the change in operations; provided that iCAD or any of its subsidiaries entering into agreements with customers pursuant to which customers pay a fee, whether monthly, quarterly, annually or for such other period, for the ongoing right to use iCAD’s or any of its subsidiaries’ products shall not be a material change in the method of operating its business. In such event, the parties agree to negotiate such adjustment in good faith for a period of thirty days. In the event that Purchasers and iCAD cannot agree on any adjustment to the Applicable Percentages during such period, then Purchasers shall have the right to commence a binding arbitration proceeding and each of the Parties shall prepare a written submission of their proposal for adjusting the Applicable Percentages and shall submit such proposal to binding arbitration under the following terms: (i) Any arbitration commenced hereunder by Purchasers shall be administered by the International Institute for Conflict Prevention (CPR) in accordance with its Resolution Rules for Non-Administered Arbitration by a sole arbitrator, provided, however, that unless further limited by the arbitrator, pre-hearing discovery shall be limited to written discovery and shall not include pre-hearing deposition discovery. (ii) The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The laws of the State of New York shall govern any claim asserted in arbitration pursuant to this Section. The place of the arbitration shall be New York, New York. (iii) The arbitrator shall only have the power to pick between the two written proposals for adjusting the Applicable Percentages or to leave the Agreement in place without adjustment or amendment. (iv) The parties shall bear equally the fees and expenses of the arbitrator and other expenses necessary to conduct the arbitration. Each party shall bear its own costs and attorneys’ fees.
Sample 1
Change in Business Model. A change is observed in the global business model of Big Pharma companies, moving from ‘in house’ Research and Development to a networked model for Search and Development. This change, occurring on an international scale, is especially visible through the restructuring of R&D activities (e.g. closure of Sandwich site by Pfizer, parts of Oss and Xxxxxxxx by Merck, Weesp by Xxxxxx). Recent deals made between Big Pharma and smaller innovative companies illustrate the global change in business model with increasing externalization of R&D. Examples are the deals between Prosensa and GSK (518 M Euro), between Galapagos and Roche (400 M Euro) and between Merus and Novartis (154 M Euro). During the period 2008 and 2010, 6 of the top-10 European strategic alliances were made with companies in the Dutch Life Sciences and Health sector (source: Dutch Life Sciences Outlook 2011). These examples show the bright (economic) prospects of an “innovate, and sell or license” strategy in this sector. Moreover, many international (bio)-pharmaceutical companies outsource pre-clinical research and clinical studies to the Netherlands with its leading university medical centers, some hundred highly qualified hospitals, the highly organized public health system and high quality contract research organizations. A further development of an interconnected network of academia, medical and diagnostic centers, SME and Big Pharma will add to the Dutch innovation potential in developing new therapeutic options. Drugs Cluster FES 2009) indicate a strong relationship between academic and private partners in order to jointly innovate in this area. Internationally, in calls of the European PPP, Innovative Medicines Initiative (IMI), the Netherlands was the most successful small country in attracting research funds.
Sample 1
Change in Business Model. The License Fees set forth in Section 3.1.3 are based upon OEM's business model described above. In the event OEM changes its business model, OEM agrees to negotiate in good faith for alternative License Fees that result in substantially the same payments to RSA for substantially the same value to OEM as those provided for in Section 3.1.3.
Sample 1
Change in Business Model. The Parties acknowledge as of the Effective Date that DexCom’s and its Affiliates existing business model with respect to [***] is receiving value upon the sale of the [***] to distribution channels or end users or receiving User Fees and not from the provision of services or alternative business models; however, if such business model changes after of the Effective Date in a manner that undermines the economic split from the Commercialization of the [***] established under this Section 8.3 and Section 8.4, then upon request of either Party, the Parties shall negotiate in good faith an alternative, whether mechanism, basis or otherwise, so as to reflect the intentions of the Parties in agreeing the economic split as of the Effective Date. If DexCom Commercializes, directly or indirectly, any [***] that is combined or integrated with any product or service that is not a [***], such as an [***], (“Combination Product”), the Parties will mutually agree on the portion of the total amount invoiced with respect to the sale, license or use of such Combination Product that is Net Sales.
Sample 1

Related to Change in Business Model

  • Change in Business Borrower shall not enter into any line of business other than the ownership and operation of the Property, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business.

  • No Change in Business The Issuer covenants that it shall not make any change in the character of its business.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

  • Continuation of or Change in Business Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, engage in any business other than a Permitted Business.

  • Changes in Business, Management Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Co-Borrowers and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shall, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

  • Change in Board During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

  • Changes in Business Neither the Borrower nor any of its Subsidiaries will engage in any business if, as a result, the general nature of the business, taken on a consolidated basis, which would then be engaged in by the Borrower and its Subsidiaries, would be substantially changed from the general nature of the business engaged in by the Borrower and its Subsidiaries on the Closing Date.

  • Change in Name The Purchaser shall intimate the Seller of any change in its name (on account reasons other than a change in its Control), immediately upon occurrence of name change. The Parties shall thereafter take necessary steps to record such change in the name of the Purchaser in the books and records of the Seller and shall also execute an amendment agreement to the Agreement to record such name change.

  • Change in Board Composition During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

  • Certain Business Matters No member of any Group shall have any duty to refrain from (i) engaging in the same or similar activities or lines of business as any member of any other Group, (ii) doing business with any potential or actual supplier or customer of any member of any other Group, or (iii) engaging in, or refraining from, any other activities whatsoever relating to any of the potential or actual suppliers or customers of any member of any other Group.

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