Development of New Products. As used in this Agreement, the term "New Product" means any consumer product conceived, created, designed and developed by Popeil and Backus during the Term (as defined below), to the extent Popeil owns xxx xontrols the rights to such products, as well as the product designs, prototypes, tooling and a completed commercial or infomercial for such New Product. Subject to the terms and conditions of this Agreement, Popeil and Backus may, in their sole and absolute discretion, but shall in no exxxx xe obligated to, conceive, create, design and develop New Products during the Term. Notwithstanding anything to the contrary set forth in this Agreement, "New Products" shall not include any products or works (including without limitation, books, interviews, articles and other publications, motion pictures (including, without limitation, the motion picture tentatively entitled "Salesman of the Century"), television programs (including, without limitation, cooking shows on which Popeil appears and/or reality based or fictional productions, but not including home shopping or infomercial-type programs the principal purpose of which is to obtain and fulfill sales orders), videos, video games and gaming devices, CDs and DVDs) that are (i) autobiographical in nature, or (ii) derivative of or the result of any product or work described in (i) above, and/or (iii) derivative of or the result of any promotion by Popeil of himself (e.g., derivative of or the result of an appearance by Popeil on a talk show) (the products and/or works described in (i), (ii), and (iii) above are hereinafter collectively referred to as "Exempted Works"). Popeil shall have the exclusive right, in his sole and absolute discretion, to conceive, create, design, develop, market, promote (including, without limitation, through personal appearances) and/or sell Exempted Works, and Popeil shall have no duty of any kind or nature to notify Company, to account to Company or to pay Company any sums or other consideration with respect to Exempted Works or with respect to services he may render in connection with Exempted Works.
Development of New Products. The Company agrees to work with the Union on the development of new and existing products for the Interior Parts and Interior Trim Lines within the Blenheim Facility. The Blenheim facility is fortunate to have development staff within our Plant to plan and develop new products. As these products are developed we need to rely on Process and Development staff to refine and perfect production methods to ensure we develop the best parts possible for future production.
Development of New Products. For each Product other than SB-525, the JCRC shall prepare a new Development Plan to include the Development work for such Product and submit such new Development Plan to the JSC for review and approval; provided that no Development work may be assigned to Sangamo under the new Development Plan without Xxxxxxx’s written consent.
Development of New Products. 9.1 R&D Services
(1) R&D Services for New Products include:
(a) project management services relating to the development of the New Product;
(b) assisting TearLab in the development, validation and finalisation of the Requirement Definitions for the New Product;
(c) assisting TearLab in the development, validation and finalisation of the Specifications for the New Product;
(d) using Commercially Reasonable Efforts to develop processes, methodology and technology to manufacture the New Product;
(e) using Commercially Reasonable Efforts to evaluate and recommend appropriate technology necessary to manufacture the New Product;
(f) using Commercially Reasonable Efforts to develop and construct plant and equipment necessary to manufacture the New Product; and
(g) such other services as specified in a Development Order.
(2) R&D Services exclude:
(a) the initial formulation of and research on the Requirement Definitions for the New Product; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) carrying out experiments, clinical tests or other validation methodologies in relation to the New Product;
(c) preparations or filings relating to obtaining Registration for the New Product;
(d) sales, distribution, marketing or public release of the New Product;
(e) patent review; and
(f) legal or other professional advisory services.
Development of New Products. Upon agreement of the Parties through the JSC, Licensor may Develop New Products pursuant to the Development Plan for New Products. Licensor may invoice Licensee its COGS plus […***…] percent ([…***…]%) at regular intervals to be determined by Licensor, the terms and conditions of said payments shall be provided therein.
Development of New Products. 1.1 The parties acknowledge that Licensee may, from time to time, develop new Licensed Products (and related Licensed Trade Secrets) that it intends to offer for sale in Mrs. Fields Stores or txxxxxx xxx mail order system under the Licensed Names and Marks. Any such Licensed Product (and related Licensed Trade Secrets) shall be made available by Licensee for license to third parties by Licensor under the Licensed Names and Marks where Licensor is then permitted under this Agreement to provide such license, without other consideration to Licensee than the mutual covenants and considerations of this Agreement.
1.1 The parties acknowledge that Licensor may, from time to time, develop new products (and related Licensed Trade Secrets) and, subject to its compliance with Section 7.2(c) hereof, license such products to third parties for sale under the Licensed Names and Marks. Any such products which are Licensed Products (and related Licensed Trade Secrets) shall be made available by Licensor for sale or license (including without limitation by franchising) where Licensee is then permitted under this Agreement to make such sale or provide such license, without other consideration to Licensor than the mutual covenants and considerations of this Agreement.
Development of New Products. ICU agrees to make future LAVS --------------------------- available to BBM on an exclusive basis in accounts in which BBM has exclusivity on the CLAVE Products on terms competitive with those provided to any other Reseller of such products and all other products on terms to be negotiated by the parties. BBM shall have the right to refuse any such products. If BBM accepts a product for qualification, ICU will promptly furnish BBM with a complete qualification package. BBM will evaluate and qualify the products within three months of receipt of the complete qualification package. Until such time as BBM and ICU complete an agreement under which BBM would purchase and ICU would sell any such LAV or other products, ICU may sell, or grant to Resellers rights to sell LAV or other product to, any account, including BBM Contract Accounts and BBM Alternate Site Contract Accounts.
(A) If a future LAV product (including the CLC Valve) is competitive with the CLAVE Sites, the calculation of the percentages used to determine whether BBM has met the compliance percentages set forth in Section 3.5(A) herein, will be adjusted to treat all sales by ICU or other Resellers into those accounts in which BBM has the exclusive rights for CLAVE Products as sales by BBM, effective the first day of the month following the day the product is qualified by BBM and BBM commences the purchase and sale of such product. For purposes of making the calculation contained herein, the parties acknowledge that the CLC Valve is competitive with the CLAVE Sites.
(B) BBM agrees to evaluate and, if deemed acceptable by the marketplace, qualify the CLC Valve within three months after ICU furnishes BBM with a complete qualification package. ICU shall use its commercially reasonable efforts to cause the CLC Valve to be compatible with BBM's tubing and solvent bonding process.
(C) It is the intention of BBM and ICU that upon qualification of the CLC Valve, ICU will manufacture and sell the CLC Valve to BBM and that BBM will purchase and sell the CLC Valve under substantially the same terms and conditions as apply to CLAVE Products as set forth in this Agreement. Price provisions shall be negotiated in good faith and the price of the CLC Valve on a bulk unsterile basis shall be at least thirty percent (30%) below the lowest price at which ICU is selling the CLC Valve on a sterile packaged basis to any Reseller exclusive of special pricing arrangements offered by ICU on a limited basis. The unit sales of...
Development of New Products. (a) If Impress develops any New Product (as defined below) or Impress, at its sole discretion, elects to approach DLM with a concept for a New Product, Impress shall promptly so notify DLM in writing and offer DLM a right of first refusal to purchase such metal can or end for the Covered Business Lines at DLM Facilities from Impress on [**]* in North America (i.e., [**]* as to the type of DLM product in the Covered Business Lines for which such New Product would serve as packaging) for not less than [**]* on terms that are mutually agreeable to the parties. As used herein, “New Product” shall mean any new type of packaging product that (i) has different functionality from any of the Products, (ii) is not based on the triple-fold end technology or the universal end technology, (iii) is not currently commercially available in the U.S. market, and (iv) could be used to package any of the products in the Covered Business Lines that DLM produces. If DLM notifies Impress in a timely fashion (and in no event any later than thirty (30) days after notification by Impress) that it would like to pursue such an arrangement, DLM shall have a reasonable period, but in no event less than three months, to perform technical and market testing of such New Product with such assistance from Impress as DLM may reasonably require. If, at the end of such period, DLM wishes to purchase supplies of such New Product, that New Product shall become a Product as defined herein and shall be subject to all of the terms and conditions contained in this Agreement. The parties shall use the methods established in determining the Product Prices as the basis for agreeing on the pricing terms of any supply arrangement relating to such New Product once it has become a Product. Notwithstanding the foregoing provisions of this Section 9.3(a), Impress shall have no such obligations in respect of any New Product formally commissioned by another customer of Impress. In the event Impress has approached DLM with a concept for a New Product hereunder and DLM declines to exercise its rights under this Section 9.3(a) with respect to such conceptual New Product, then Impress shall have the right, upon notice to DLM, to introduce such concept for New Product to third parties. In the event that DLM sells or transfers all, or significantly all of its assets and business relating to the Seafood Covered Business Line to a Seafood Purchaser, the provisions of this Section 9.3(a), except for the definition of N...
Development of New Products. If, during the term of this Agreement, SUPPLIER develops any new modifications or evolutions to the Products or other products that are similar to and would be competitive with the Products, SUPPLIER shall present such new product idea to STRYKER in writing, unless such new product is a proprietary product and SUPPLIER has an obligation, pursuant to written agreement with a third party, to develop the product exclusively for that third party (“New Product”). In the event of the development of a New Product, STRYKER shall have an exclusive right of first negotiation to distribute such New Product. STRYKER shall have forty-five (45) days from receiving its receipt of written notification from SUPPLIER of a New Product to notify SUPPLIER of its election to participate in the commercialization of such New Product (the “Evaluation Period”). If STRYKER provides such notice of election to participate, the Parties shall proceed expeditiously to negotiate the terms of an agreement for such New Product and SUPPLIER shall not negotiate with any third party for the distribution of such New Product for a period of ninety (90) days following the receipt of STRYKER’s notice.
Development of New Products. The development of new products at K-Tron (Switzerland) Ltd. shall be intensified. Patents issued or acquired in this connection shall remain with K-Tron (Switzerland) Ltd., and remain so even after the termination of this forbearance agreement or Appendix 2 thereof. As long as any of the banks has an open credit against any company of the K-Tron Group, and/or if it does not agree with the transfer of patents by K-Tron (Switzerland) Ltd., these may not be transferred to K-Tron Investment Co. or K-Tron International, Inc., or any other physical person or legal entity.
