CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] LETTER EXHIBIT XX. 0
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is the numeric ratio attributed to materials in the Airframe Price Adjustment formula.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] APPENDIX A TO LETTER AGREEMENT N° 6B LETTER XXXXXXX XX. 0
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS Penwest shall provide at its own expense all TIMERx reasonably required for such effort. Each party will bear its own expenses during the Certification Period.
3.5 In consideration of Penwest's entering into this Agreement, Mylan agrees to pay Penwest additional milestone fees as follows:
3.5.1 payable ********************************* ***************************************************************; provided, however, that if the ******************************** ********************************************************** such milestone fee under this clause shall be********************.
3.5.2 payable ******************************* (whether or not concurrent with the **************************); provided, however, that if the ******************************** *************************************************************** **************, such milestone fee under this clause shall be *******************************. Mylan shall notify Penwest of the occurrence of the Approval Date no later than the next business day following Mylan's learning of such occurrence.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. within the MMD Territory, MMD will ****************************** *************************************************************** ************************************************************ ************************************************************ **************************************************************** ************************. Except in the event that this Agreement is terminated by TKT pursuant to subsection 12.2.1, MMD shall, to the extent legally permissible, take all additional action reasonably necessary to assign all of its right, title and interest in and transfer possession and control to TKT of the regulatory filings prepared by MMD to the extent that such filings relate to * covered by the TKT Patent Rights or which use the TKT Technology and any regulatory approvals received by MMD to the extent that such approvals relate to * covered by the TKT Patent Rights or which use the TKT Technology; provided, however, that MMD may retain a joint ownership interest in such filings and approvals to the extent that such filings or approvals are necessary under this Agreement for portions of the MMD Territory with respect to which this Agreement has not been terminated or for the development or commercialization by MMD of products other than * covered by the TKT Patent Rights or which use the TKT Technology. In the event of a termination of this Agreement other than by TKT pursuant to subsections 12.2.1 or 12.2.5, TKT shall be obligated to pay to MMD compensation on such commercially reasonable terms as shall be determined by mutual agreement of TKT and MMD for the use of all licenses granted by MMD under Section 3.2.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. ********* then such activity shall not constitute a breach of the MARKETING AGREEMENT but may, **************************************************** ***************************. Notwithstanding the foregoing, in the event that a CUSTOMER insists that NORTEL support products other than Rapport 112 in their network environment due to feature/functionality requirements or to integrate with existing installed base technology, despite NORTEL's commercially reasonable effort to position and promote the advantage of the NORTEL/SHIVA technology and value to the CUSTOMER, and ********************** ********************************************************************* ******************************************************************* ************************************************************************** ***********************. However, in such event SHIVA shall be able to sell the SHIVA LanRover Access Switch *************************. NORTEL support of products other than Rapport 112 in this instance shall mean ************* ***************************************************************. It shall exclude the following NORTEL activities: ******************************* *************************************************************************** *************************. Further, NORTEL shall not ******************** ************************************************************************ ************************************************************************. This limitation shall not apply to development activities that NORTEL undertakes for a specific account. This limitation shall not apply to development activities that NORTEL undertakes pursuant to a contract with the first CUSTOMER requesting such services. With respect to any subsequent CUSTOMERS for such services, NORTEL may, at its option, either (i) cause new software to be developed independently of the activities carried out for another CUSTOMER or (ii) re-use the previously developed software upon payment to SHIVA of ***************************** for the sale at issue, up to a maximum of ********************************************************. The number of ports used for the calculation of this payment to SHIVA shall be ***************************************************************. NORTEL shall also ******************************************************** **************************************************************************. NORTEL agrees to actively prom...
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Asterisks denote such omissions. procured by ADP, including CareerBuilder postings, Affiliate site postings, TeamBuilder Software, and other TeamBuilder On-line set-up or service fees, all as calculated without taking commissions payable to ADP into account. ADP shall continue to receive the revenue pass through for an ADP acquired client for as long as such client continues to receive any NETSTART product or service for which orders were procured by ADP, regardless of the termination or expiration of this Agreement or the status of the joint marketing/distribution relationship between ADP and NETSTART.
C. Notwithstanding the foregoing, in recognition of certain marketing and developments costs incurred by NETSTART in launching this Pilot, ADP shall make a * to NETSTART, payable as follows: (i) * payable upon execution of this Agreement by both parties, (ii) * payable to NETSTART upon commencement of Phase 2 and (iii) * payable to NETSTART upon commencement of Phase 3. NETSTART agrees that ADP shall be entitled to receive * as a result of sales of the Products from orders procured by ADP
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Asterisks denote such omissions. adequately addressed by TeamBuilder on-line or that targets a market segment not adequately served by TeamBuilder on-line.
4. ADP Agrees to:
A. Forward, either by facsimile or electronically, to NETSTART headquarters an order form for each ADP client or prospect electing to contract for any of the Products, with terms and conditions similar to the NETSTART agreement attached to this Agreement. NETSTART may reject any order which contains terms which are additional or different from those in such attached agreement or is received from a customer determined by NETSTART in its reasonable business judgment to be unacceptable.
B. Market the Products to its existing and prospective clients through, at a minimum, its Major Accounts Division direct sales force (the "Sales Team") and its web-site.
C. Do all billing and collections for any NETSTART or Affiliate products and/or services for which the order was procured by or on behalf of ADP. NETSTART will work with ADP in good faith to define the necessary processes, procedures, and data flows to enable ADP to perform this billing and collection function. It is also agreed that NETSTART will, upon written request by ADP, assume responsibility for performance of the billing and collection for NETSTART or Affiliate products and/or services for which the order was procured by or on behalf of ADP on a monthly basis; provided however, that if ADP has not assumed responsibility for these billing and collection functions prior to Phase 3, ADP's revenue share will decrease by * until such time as ADP has assumed the billing and collections responsibilities.
D. Allow on-site visits at NETSTART's option to ADP's place or places of business upon reasonable prior written notice and during normal business hours and allow NETSTART, or its accountants, to periodically examine and make copies of all books and records of ADP insofar as they relate to this Agreement.
E. Establish "roll-call", sales incentive and commission policies for the Products that are consistent with those established by ADP with respect to ADP's own products and services.
F. Not to disassemble, decompile or otherwise reverse engineer the Products or otherwise attempt to learn the source code, structure or algorithms or ideas underlying the Products or modify the Products.
G. To keep NETSTART informed as to any material problems encountered with the Products and any resolutions arrived at for those problems, and to communicate (...
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7. ADP's Equity Investment
A. Pursuant to the terms of the Class D Convertible Preferred Stock Purchase Agreement and the Warrant Agreement, each between ADP and NETSTART and of even date herewith, ADP has purchased 5.8% of the Class D Convertible Preferred Stock of NETSTART for the sum of $3 million. ADP and NETSTART intend to create an ongoing strategic relationship between their two businesses, in part through the acquisition by ADP of the minority interest in NETSTART and in part by entering into this joint marketing/distribution agreement.
