Co-Promotion Principles Sample Clauses

Co-Promotion Principles. During the Co-Promotion Period for a particular Co-Promoted Product in a particular country in its Co-Promoted Territory, the Parties anticipate that Rigel’s co-promotion activities shall equal [*] Sales Representative Efforts for such Product in such country. [*] between their respective operating entities in order to maximize sales of each Co- Promoted Product in the Co-Promoted Territory. Rigel’s Promotion Expenses during the Co-Promotion Period will be [*].
Sample 1
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Co-Promotion Principles. If LMI exercises the option set forth in Section 5.5.1 (Co-Promotion Option), then the Parties will negotiate in good faith and enter into a definitive written co-promotion agreement on customary terms and consistent with the following principles and the terms set forth in this Section 5.5 (Co-Promotion Right), as such principles and terms may be revised by agreement of the Parties (the “Co-Promotion Agreement”): (a) Whereas, the potential market for the Licensed Product in the Co-Promotion Territory is ***, and this provides an opportunity for LMI, through supplemental promotional activities, to generate incremental sales by working collaboratively with GEHC; (b) The Co-Promotion Agreement and LMI’s activities thereunder will not ***; (c) Subject to LMI’s co-promotion rights in this Section 5.5 (Co-Promotion Right), as between LMI and GEHC, ***; (d) To avoid redundancy of promotional efforts, LMI will only co-promote to targets as agreed to by the Parties in accordance with the criteria set forth in Section 5.5.2(e) (“LMI Target Accounts”); (e) The targets to which GEHC will promote (“GEHC Target Accounts”) and the LMI Target Accounts to which LMI will co-promote will be selected in a manner consistent with the following general approach, as such approach may be modified by the Parties: (i) GEHC Target Accounts and LMI Target Accounts will be ***; (iv) Unless LMI otherwise consents, the LMI Target Accounts *** will represent no fewer than ***% of ***; (v) After the Effective Date, new Institutional Customers will be allocated between the Parties from time to time in a manner consistent with these same general principles and respective percentages of the total installed base; and (vi) The Parties will reasonably adjust the LMI Target Accounts and the GEHC Target Accounts in particular *** as reasonably required to ***, while maintaining the principles set forth in Section 5.5.2(e)(iii) and in Section 5.5.2(e)(iv) on a nationwide basis. (f) LMI’s co-promotion right will apply in the Co-Promotion Territory only; (g) GEHC will be solely responsible for setting up the ***; (h) Any compensation to LMI will be based solely on LMI Net Sales generated and determined as set forth in Section 7.4.2 (LMI Sales Royalties); (i) The Co-Promotion Agreement will contain a mutual non-solicit provision consistent with Section 14.6 (Non-Solicitation by GEHC) prohibiting each Party from soliciting members of the other Party’s sales force, except if a Major Competitor acquires ...
Sample 1
Co-Promotion Principles. The amount of the sales/promotion effort to be provided by MEDIMMUNE in any country in which a CO-PROMOTION OPTION or POST-LAUNCH OPTION has been exercised (i.e., up to [***] of the total sales/promotion effort contemplated by XXXXXX for the sale of NUMAX in any such country) will be decided from time to time by MEDIMMUNE consistent with the terms of the applicable co-promotion agreement. For clarity, MEDIMMUNE’s co-promotion efforts under this Section 9 shall not be included for consideration as exertion of XXXXXX’x COMMERCIALLY REASONABLE EFFORTS to distribute PRODUCTS in the countries in which a CO-PROMOTION OPTION or POST-LAUNCH OPTION has been exercised.
Sample 1
Co-Promotion Principles. In the Co-Promotion Territory, subject to oversight by the applicable JCC, the Parties will collaborate with regard to Co-Promotion of the Products as set forth in the applicable Co-Promotion Commercialization Plan and Budget. For clarity, all decisions under the jurisdiction of the applicable JSC or JCC with respect to Co-Promotion shall be by consensus, subject to Sections 2.10.3 and 2.10.4.
Sample 1

Related to Co-Promotion Principles

  • Basic Principles The Electrical Contractor and the Union have a common and sympathetic interest in the Electrical Industry. Therefore, a working system and harmonious relations are necessary to improve the relationship between the Employer, the Union and the Public. Progress in industry demands a mutuality of confidence between the Employer and the Union. All will benefit by continuous peace and by adjusting any differences by rational common-sense methods.

  • Funding Principles A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.

  • Applicable Principles Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

  • Guiding Principles This Agreement shall create a liberal, facilitative, transparent and competitive investment environment in ASEAN by adhering to the following principles: (a) provide for investment liberalisation, protection, investment promotion and facilitation; (b) progressive liberalisation of investment with a view towards achieving a free and open investment environment in the region; (c) benefit investors and their investments based in ASEAN; (d) maintain and accord preferential treatment among Member States; (e) no back-tracking of commitments made under the AIA Agreement and the ASEAN IGA; (f) grant special and differential treatment and other flexibilities to Member States depending on their level of development and sectoral sensitivities; (g) reciprocal treatment in the enjoyment of concessions among Member States, where appropriate; and (h) accommodate expansion of scope of this Agreement to cover other sectors in the future.

  • XXXXXXXX FAIR EMPLOYMENT PRINCIPLES In accordance with the XxxXxxxx Fair Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the XxxXxxxx Fair Employment Principles (as described in Section 165 of the New York State Finance Law), and shall permit independent monitoring of compliance with such principles.

  • General Principles Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

  • Operating Principles During the Term of a Site, Tower Operator shall manage, operate and maintain such Site (including with respect to the entry into, modification, amendment, extension, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto), (i) in the ordinary course of business, (ii) in compliance with applicable Law in all material respects, (iii) in a manner consistent in all material respects with the manner in which Tower Operator manages, operates and maintains its portfolio of telecommunications tower sites and (iv) in a manner that shall not be less than the general standard of care in the tower industry. Without limiting the generality of the foregoing, during the Term of a Site, except as expressly permitted by the terms of this Agreement, Tower Operator shall not without the prior written consent of the AT&T Lessors (A) manage, operate or maintain such Site in a manner that would (x) diminish the expected residual value of such Site in any material respect or shorten the expected remaining economic life of such Site, in each case determined as of the expiration of the Term of such Site, or (y) cause such Site or a substantial portion of such Site to become “limited use property” within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site) or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by the collocator under such Collocation Agreement) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), in each case unless otherwise expressly authorized by the terms and conditions of this Agreement and the Transaction Documents.

  • Governing Principles 1. The implementation of this Memorandum of Understanding shall in all aspects be governed by the Regulation and subsequent amendments thereof. 2. The objectives of the EEA Financial Mechanism 2014-2021 shall be pursued in the framework of close co-operation between the Donor States and the Beneficiary State. The Parties agree to apply the highest degree of transparency, accountability and cost efficiency as well as the principles of good governance, partnership and multi-level governance, sustainable development, gender equality and equal opportunities in all implementation phases of the EEA Financial Mechanism 2014-2021. 3. The Beneficiary State shall take proactive steps in order to ensure adherence to these principles at all levels involved in the implementation of the EEA Financial Mechanism 2014-2021. 4. No later than 31/12/2020, the Parties to this Memorandum of Understanding shall review progress in the implementation of this Memorandum of Understanding and thereafter agree on reallocations within and between the programmes, where appropriate. The conclusion of this review shall be taken into account by the National Focal Point when submitting the proposal on the reallocation of the reserve referred to in Article 1.11 of the Regulation.

  • Cost Principles The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

  • XxxXxxxx Principles - Northern Ireland The provisions of San Francisco Administrative Code §12F are incorporated herein by this reference and made part of this Agreement. By signing this Agreement, Contractor confirms that Contractor has read and understood that the City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the XxxXxxxx Principles, and urges San Francisco companies to do business with corporations that abide by the XxxXxxxx Principles.

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