Developed Products Sample Clauses

Developed Products. MC owns all right, title and interest in all Developed Products including copyrighted works and trade secrets, and may include software for which a patent has been applied for or issued. Developed Products also

Developed Products. Company shall pay to CSHL a royalty of {***} of Net Sales of Developed Products by Company.

Developed Products. (a) If and when a Contingent Payment Obligor (x) [***], or (y) Commercializes any Developed Product: (i) Purchaser shall provide notice of such [***] or Commercialization; and (ii) the Parties shall agree on additional cash consideration payments to be paid to Seller which may include payments based on the achievement of Development or Commercialization milestones or payments based on net sales of such Developed Product (the “Developed Product Consideration Payments”), as set forth in Section 6.18(b) and (c). (b) Together with Purchaser’s delivery of notice pursuant to Section 6.18(a)(i), Purchaser shall provide to Seller a reasonable data package, [***] (if applicable). Thereafter, Purchaser shall permit Seller to conduct customary due diligence for a period of up to [***] days, and shall use commercially reasonable efforts to respond to Seller’s reasonable requests for data, documents, and information related to the Developed Product; provided, however, that if Purchaser does not respond to any such reasonable request within [***] Business Days, the due diligence period shall be extended by the time period of such delay. (c) The Developed Product Consideration Payments shall be no greater than the aggregate amounts payable pursuant to analogous Contingent Payments for Products, shall take into the account the value of such Developed Product, and shall be sufficient to ensure that Seller is not unfairly disadvantaged by a determination of Purchaser to pursue a Developed Product in addition to or in lieu of a Product, and shall be determined as further described in Section 6.18(d). The Parties shall negotiate in good faith the amount of the Developed Product Consideration Payments for up to [***] months from the date of delivery of the notice pursuant to Section 6.18(a)(i). Thereafter, unless the Parties mutually agree to extend the negotiation period, the dispute shall be submitted to an Independent Valuation Firm pursuant to Section 2.09(f) for determination of the Developed Product Consideration Payments. The terms of payment that apply to the Contingent Payments (except for the initial amounts of such payments applied), including the definition of Net Sales and the reductions set forth in Section 2.07(e)(v), shall apply to the Developed Product Consideration Payments, mutatis mutandis, as applicable. All Developed Product Consideration Payments shall be deemed Contingent Payments hereunder. (d) In determining the value of the Developed Product, the Par...