Co-Promotion Agreements Sample Clauses

Co-Promotion Agreements. On a Collaboration Product-by-Collaboration Product basis, prior to the submission of the first Global Commercialization Plan for such Collaboration Product to the JCC, the Parties will enter into a co-promotion agreement (the “Co-Promotion Agreement”) setting forth the terms and conditions of the Parties’ Co-Promotion of such Collaboration Product in the U.S. Each Co-Promotion Agreement will be consistent with this Section 8.5 and Section 8.6, and will contain additional reasonable and customary terms and conditions, including an equitable allocation of responsibilities for the Co-Promotion of such Collaboration Product and the promotional efforts in the U.S. The Parties may commence negotiating the terms and conditions of the Co-Promotion Agreement at any time after the commencement of the Merck Participation Term for a given Program.
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Co-Promotion Agreements. Prior to the Launch of the Combination Product in each country in the Co-Promote Territory, Gilead Sub and BMS shall cause their applicable Affiliates to, enter into a co-promotion agreement with respect to the co-promotion of the Combination Product in such country substantially in the form of the agreement set forth in Annex D (each such agreement, a “Co-Promotion Agreement”).
Sample 1
Co-Promotion Agreements. The parties shall within sixty (60) days of filing the first NDA for the Product in the United States promptly enter into one or more separate agreements containing the essential terms set forth in Exhibit B attached hereto and such modifications or other terms as the parties may agree are appropriate for the co-promotion of the Product (the "Co-Promotion Agreements"). BI may assign or sublicense its rights and obligations under the Co-Promotion Agreements to one or more Affiliates; provided that such assignment shall not relieve BI of its responsibilities for performance of its obligations under the Co-Promotion Agreements. It is understood and agreed that additional terms may be required to be included to implement a co-promotion arrangement to reflect the then existing market conditions in the Co-Promotion Territory. Exhibit B reflects the parties' efforts to express the essential terms of the Co-Promotion Agreements based on the currently expected market
Sample 1
Co-Promotion Agreements. Dara may enter into one or more Co-Promotion Agreement(s) with Third Party Co-promotion Partners to Commercialize the Product in the Territory; provided, however, that Dara (a) obtains the prior written approval of Onxeo with respect to the identity and qualifications of the Co-promotion Partner and the terms and conditions of the Co-promotion Agreement, such approval not to be unreasonably withheld, delayed or denied by Onxeo, and (b) will at all times remain responsible to Onxeo for the timely and complete performance of all of its obligations under this Agreement and for the timely and complete performance by its Co-promotion Partners of the obligations under this Agreement for which they are given responsibility. Each such Co-Promotion Agreement shall be consistent with the material terms of this Agreement. The terms and conditions of Section 10.4.7 shall be properly reflected in the Co-Promotion Agreement. Dara shall, during the Term of this Agreement, at all times ensure the timely and complete observance and performance by every Co-promotion Partner of the provisions of each Co-promotion Agreement and shall indemnify Onxeo against any Losses which are awarded against, or incurred by Onxeo as a result of any material breach by any Co-promotion Partner of any of the material terms and conditions of a Co-promotion Agreement. Dara shall further be solely responsible for supplying the Product to its Co-promotion Partners, such supplies of the Product to be obtained solely from Onxeo on the terms and conditions provided in Section 2.4. Dara shall provide Onxeo with a copy of each such Co-promotion Agreement it enters into within fifteen (15) Business Days after its signature by Dara and its Co-promotion Partner. In particular, a Co-Promotion Agreement for the purpose of Commercializing the Product to general practitioners in the Territory shall be signed at the same time as this Agreement, and effective as of the Effective Date or as soon thereafter as practicable.
Sample 1
Co-Promotion Agreements. Upon termination of this Agreement pursuant to Section 10.2, all valid Co-promotion Agreements granted under this Agreement if then in effect shall, if so requested by Onxeo on an agreement-by-agreement basis, be assigned to Onxeo. Thereafter, each such Co-promotion Partner shall be a become a co-promotion partner of Onxeo at Onxeo’s option and provided that (i) such Co-promotion Partner is then in full compliance with all material terms and conditions of its Co-promotion Agreement, (ii) all payments owed there under to Onxeo have been paid, and (iii) Onxeo agrees, at least ten (10) Business Days prior to the effective date of termination of this Agreement, that such Co-promotion Partner directly assumes all obligations of Dara under this Agreement in the Territory.
Sample 1
Co-Promotion Agreements. On a Collaboration Product-by-Collaboration Product basis, prior to the submission of the first Global Commercialization Plan for such Collaboration Product to the JCC, the Parties will enter into a co-promotion agreement (the “Co-Promotion Agreement”) setting forth the terms and conditions of the Parties’ Co-Promotion of such Collaboration Product in the U.S. Each Co-Promotion Agreement will be consistent with this Section 8.5 and Section 8.6, and will contain additional reasonable and customary terms and [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED conditions, including an equitable allocation of responsibilities for the Co-Promotion of such Collaboration Product and the promotional efforts in the U.S. The Parties may commence negotiating the terms and conditions of the Co-Promotion Agreement at any time after the commencement of the Merck Participation Term for a given Program.
Sample 1

Related to Co-Promotion Agreements

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Marketing Agreement The Company shall have entered into, ------------------- executed and delivered the Marketing Agreement.

  • Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Transition Agreement On the Closing Date, Seller and Buyer shall execute the Transition Services Agreement, attached as Exhibit F to this Agreement, in which Seller shall agree to provide transition services to Buyer with respect to the Assets.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Pharmacovigilance Agreement Within [***] after the Effective Date, BMS and the Company (under the guidance of their respective Pharmacovigilance Departments, or equivalent thereof) shall define and finalize the responsibilities the Parties shall employ to protect patients and promote their well-being in connection with the use of the Licensed Compound(s) until such time that all pharmacovigilance responsibilities have transferred from BMS to Company. These responsibilities shall include mutually acceptable guidelines and procedures for the receipt, investigation, recordation, communication, and exchange (as between the Parties) of adverse event reports, pregnancy reports, and any other information concerning the safety of any Licensed Compound(s). Such guidelines and procedures shall be in accordance with, and enable the Parties and their Affiliates to fulfill, local and international regulatory reporting obligations to government authorities. Furthermore, such agreed procedures shall be consistent with relevant International Council for Harmonization (ICH) guidelines, except where said guidelines may conflict with existing local regulatory safety reporting requirements, in which case local reporting requirements shall prevail. Until such guidelines and procedures are set forth in a written agreement between the Parties (hereafter referred to as the “Pharmacovigilance Agreement”), the Party responsible for pharmacovigilance prior to execution of this Agreement shall have sole Pharmacovigilance responsibility for the Licensed Compound(s) subject to all applicable regulations and guidelines. In the event that this Agreement is terminated, the Parties agree to implement the necessary procedures and practices to ensure that any outstanding pharmacovigilance reporting obligations are fulfilled. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

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