Commercialization in Royalty Bearing Territory Sample Clauses

Commercialization in Royalty Bearing Territory. (a) Subject to Sections 6.09, 13.02 and 13.03, the commercialization of Royalty Bearing Products in the Royalty Bearing Territory shall be conducted independently by ORTHO and/or its Affiliates. On an annual basis, ORTHO shall report to the JCC regarding its planned commercialization activities with respect to each Royalty Bearing Product in each Major Market Country and Japan and the status of such commercialization activities. (b) ORTHO may at any time by delivery of written notice to CTI elect to abandon its commercialization activities with respect to any country in the Royalty Bearing Territory. Upon such abandonment, (i) all licenses granted by CTI to ORTHO with respect to such country shall terminate, (ii) ORTHO shall grant to CTI a fully paid-up, royalty-free, exclusive (even as to ORTHO) license, with a right to sublicense, under the ORTHO Patents to conduct manufacturing, Pre-Marketing Activities, Commercialization and related activities with respect to Collaboration Products in such country, and (iii) ORTHO shall have no further obligation to conduct Commercialization activities in such country. Any abandonment pursuant to this Section 7.06(b) shall not constitute a Material Breach under this Agreement. (c) In the event that ORTHO decides not to market in any country in the Royalty Bearing Territory, ORTHO shall have the right, but not the obligation, to license such rights to a Third Party. ORTHO shall report all sales made by a sublicensee as if such sublicensee's sales were ORTHO sales in the Royalty Bearing Territory and shall pay to CTI royalties on such sales in accordance with the provisions of Article VIII of this Agreement.
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Commercialization in Royalty Bearing Territory. Commercialization of Collaboration Products in the Royalty Bearing Territory, except to the extent of GTx's right to Co-Promote Collaboration Products to the GTx Audience, shall be conducted independently by Ortho and decisions regarding, for example, pricing, advertising, and product recalls shall be the sole responsibility of Ortho.
Sample 1
Commercialization in Royalty Bearing Territory. (a) Commercialization of Royalty Bearing Products and Independent Products in the Royalty Bearing Territory shall be conducted independently by Affiliates of ORTHO and decisions regarding, for example, pricing, advertising, and product recalls shall be the sole responsibility of ORTHO's Affiliate, provided, however, that such Affiliate's Commercialization Activities with respect to Royalty Bearing Products shall be consistent with the activities of such Affiliate in commercializing its own pharmaceutical products that are similar with regard, for example, to market potential, price per treatment, patient population, and competitive position. ORTHO shall be responsible for all Commercialization costs and expenses in the Royalty Bearing Territory. With respect to Independent Products, neither Party shall have any obligations to undertake Commercialization Activities. ERGO shall not be responsible for any costs or expenses of Commercialization in any country in the Royalty Bearing Territory. (b) In the event that ORTHO decides not to commence Commercialization in any country in the Royalty Bearing Territory, ORTHO shall have the right, but not the obligation, subject to the terms of Section 6.08 of this Agreement to license such rights to a Third Party. ORTHO shall report all sales made by a sublicensee as if such sublicensee's sales were ORTHO sales in the Royalty Bearing Territory and ORTHO shall pay to ERGO royalties on such sales in accordance with the provisions of Article VIII of this Agreement.
Sample 1

Related to Commercialization in Royalty Bearing Territory

  • 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.

  • 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.

  • 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”).

  • Combination Product The term “

  • Net Sales The term “

  • 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.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • 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.

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

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