Change in Territory Sample Clauses

Change in Territory. No change in the jurisdiction over territory in any of the Townships shall in any manner impair the obligations of this Agreement. In the event all or any part of the territory of any of the Townships is incorporated as a new city or is annexed to or becomes a part of the territory of another municipality, the municipality into which such territory is incorporated or to which such territory is annexed shall assume the proper proportionate share of the obligations of such Township(s) and right to capacity in the System of such Township(s) from which such territory is taken in accordance with law.
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Change in Territory. (a) [***] (b) In the case that Centocor decides to seek an arrangement with another party for co-promotion of the Product in the United States for rheumatoid arthritis indications, Centocor will immediately notify Schering-Plough. Schering-Plough's United States Affiliate, Schering Corporation, will then have the exclusive right to negotiate with Centocor for a [***] month period commencing with the date of Centocor's notification to Schering-Plough of the terms and conditions (including payments upon execution of any agreement) upon which Schering Corporation would acquire such rights. In the event no agreement on commercial terms is reached within such period, Centocor will be free to enter into an agreement with another party to co-promote the Product in the United States for rheumatoid arthritis, provided that the terms thereof shall be no less favorable to Centocor than those last offered by Centocor to Schering Corporation.
Sample 1
Change in Territory. No change in the jurisdiction over any territory in the Township shall impair in any manner the Township’s obligations under this Agreement. If all or any part of the territory of the Township becomes a part of the territory of another local governmental unit, the other local governmental unit shall assume the obligations under this Agreement with respect to Covered Discharges that originally applied to that territory when it was a part of the Township.
Sample 1
Change in Territory. (a) If Centocor [***] from [***] its rights to the Product in [***] and [***] or one or more such countries, Centocor will immediately notify Schering-Plough. Schering-Plough will then have the [***] right to [***] for a [***] period commencing with the date of Centocor's notification to Schering-Plough of the [***] upon which such countries, or any one or more of them if Centocor [***] its rights in less than all of them, should be included in the definition of "Territory" for purposes of this Agreement. In the event Schering-Plough and Centocor reach agreement within such period, the country or countries involved will be included within the definition of "Territory" on the terms and conditions reached by the parties. In the event no agreement is reached within such period, Centocor [***] within such country or countries for [***]. (b) In the case that Centocor decides to seek an arrangement with another party for co-promotion of the Product in the United States for rheumatoid arthritis indications, Centocor will immediately notify Schering-Plough. Schering-Plough's United States Affiliate, Schering Corporation, will then have the exclusive right to negotiate with Centocor for a [***] period commencing with the date of Centocor's notification to Schering-Plough of the terms and conditions (including payments upon execution of any agreement) upon which Schering Corporation would acquire such rights. In the event no agreement on commercial terms is reached within such period, Centocor will be free to enter into an agreement with another party to co-promote the Product in the United States for rheumatoid arthritis, provided that the terms thereof shall be no less favorable to Centocor than those last offered by Centocor to Schering Corporation.
Sample 1

Related to Change in Territory

  • 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.

  • Combination Product The term “

  • Net Sales The term “

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • 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 33.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC in the State. CenturyLink shall be obligated to provide services under this Agreement only within this territory. 33.2 Notwithstanding any other provision of this Agreement, CenturyLink may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 6.7 of this Agreement.

  • Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).

  • Commercialization Efforts The RECIPIENT shall, including whether through its own efforts or the efforts of a licensee under a License Agreement allowed by the terms of this Attachment, use diligent and commercially reasonable efforts to commercialize at least one Commercial Product or Commercial Service or otherwise bring to practical application the Project Results in accordance with the commercial development plan submitted with the Application and including any changes to such commercial development plan in accordance with Section D3.01. For the avoidance of doubt, partnering or licensing activities shall be considered to be efforts to commercialize.

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