Co-Exclusive Territory Sample Clauses

Co-Exclusive Territory. Except as provided herein, RPRP and Introgen shall each have the right to manufacture its respective requirements for the Collaboration Products distributed in the Co-Exclusive Territory. At Introgen's option and request, Introgen shall have the right to purchase Collaboration Products from RPRP for sale in the Co-Exclusive Territory, at a price equal to [*], such right being subject to RPRP's manufacturing capacity after providing for RPRP's reasonably anticipated supply requirements. However, in no case shall the [*] the average selling price of the Collaboration Products in the country for which Introgen resells such Collaboration Products.
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Co-Exclusive Territory. Subject to the terms and conditions of this Agreement, each Operating Party shall have the exclusive right to Commercialize Products on behalf of LFB/GTC LLC in each country or region of the Co-Exclusive Territory designated to such Operating Party by the JSC in the applicable Commercialization Plan, and neither Operating Party shall grant Commercialization rights to a Third Party in the Co-Exclusive Territory except as expressly set forth herein. The JSC will decide the appropriate party, whether one of the Operating Parties and/or its Affiliate or a Third Party, to exclusively Commercialize Products in a given national or regional territory within the Co-Exclusive Territory on the basis of criteria determined by the JSC; provided, that, where one of the Operating Parties has an Affiliate within such national or regional territory and the other Operating Party does not, then such Affiliate shall have a first right to negotiate with the JSC for the distribution of such Product. If such Affiliate agrees in writing to meet the undertakings as to minimum sales commitments set by the JSC (which shall have first obtained such information as it may require in order to determine what minimum sales commitments would be reasonable in the circumstances) and demonstrates to the satisfaction of the JSC that it has the capability of performing such undertakings, such Affiliate shall be given the right to Commercialize the relevant Product, even if such Affiliate may be of lesser standing than a Third Party in terms of the criteria determined by the JSC. Where both Operating Parties have an Affiliate in a given national or regional territory within the Co-Exclusive Territory, the JSC will determine the appropriate entity to Commercialize the relevant Product, which entity may be a Third Party, based on the criteria it has previously determined, but with a view to maximizing the profits for the collaboration while allowing each Operating Party the opportunity to build its marketing and sales presence in the Co-Exclusive Territory taken as a whole and, on an overall basis, to share equally in Commercialization activities in the Co-Exclusive Territory taken as a whole. In any event, each Operating Party or its Affiliate shall use Commercially Reasonable Efforts to maximize profits with respect to each Product in each country of the Co-Exclusive Territory where Regulatory Approval has been obtained, including the performance of those activities with respect to the Co-Exclus...
Sample 1
Co-Exclusive Territory. Except as provided herein, RPRP and Introgen shall each have the right to manufacture its respective requirements for the Collaboration Products distributed in the Co-Exclusive Territory. At Introgen's option and request, Introgen shall have the right to purchase Collaboration Products from RPRP for sale in the Co-Exclusive Territory, at a price equal to [*], such right being subject to RPRP's manufacturing capacity after providing for RPRP's reasonably anticipated supply requirements. However, in no case shall the [*] the average selling price of the Collaboration Products in the country for which Introgen resells such Collaboration Products. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1

Related to Co-Exclusive Territory

  • 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.

  • 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.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • 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.

  • 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.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

  • Product Trademarks BMS shall be solely responsible for the selection (including the creation, searching and clearing), registration, maintenance, policing and enforcement of all trademarks developed for use in connection with the marketing, sale or distribution of Products in the Field in the Territory (the “Product Marks”). BMS shall own all Product Marks, and all trademark registrations for said marks.

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