EX-PROGRAM PRODUCTS Sample Clauses

EX-PROGRAM PRODUCTS. Subject to the terms and conditions of this Agreement and any applicable [**], and on a Scientifically-Qualified Target-by-Scientifically-Qualified Target basis, Millennium hereby grants to Aventis a worldwide, non-exclusive, non-royalty-bearing license, under Millennium's Patent Rights (excluding the Millennium Research Program Chemistry Intellectual Property), to use Scientifically-Qualified Targets to identify, evaluate and optimize Small Molecules for use [**]; PROVIDED, HOWEVER, that with respect to each Scientifically-Qualified Target, such license shall be limited to (i) know-how disclosed to Aventis prior to the date such target is designated a Scientifically-Qualified Target, (ii) Patent Rights which exist as of the date such target is designated a Scientifically-Qualified Target, and (iii) any claim of a patent which (A) claims priority from a patent application within Patent Rights which exists as of the date such target is designated an Scientifically-Qualified Target and (B) is adequately supported in such application from which it claims priority to satisfy the requirements of 35 U.S.C. 112. Such license shall further include the right to grant sublicenses to Affiliates of Aventis and to Third Parties in accordance with the terms set forth in Section 7.2.5.
Sample 1See All (4)
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EX-PROGRAM PRODUCTS. Subject to the terms and conditions of this Agreement and any applicable Burdened Technology Obligations, and on an Ex-Program Product-by-Ex-Program Product basis, Millennium hereby grants to Aventis a worldwide, non-exclusive, royalty-bearing license, under Millennium's rights to the Program Intellectual Property (excluding the Millennium Research Program Chemistry Intellectual Property), to Commercialize Ex-Program Products [**] in the Territory; PROVIDED, HOWEVER, that, with respect to each Ex-Program Product, such license shall be limited Confidential Materials omitted and filed with the Securities and Exchange Commission. Asterisks denote omissions. to (i) know-how disclosed to Aventis prior to the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, (ii) Patent Rights which exist as of the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, and (iii) any claim of a patent which (A) claims priority from a patent application within Patent Rights which exists as of the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, and (B) in adequately supported in such application from which it claims priority to satisfy the requirements of 35 U.S.C. 112. Such license shall further include the right to grant sublicenses to Affiliates of Aventis and to Third Parties in accordance with the terms set forth in Section 7.2.5.
Sample 1
EX-PROGRAM PRODUCTS. Subject to the terms and conditions of this Agreement and any applicable Burdened Technology Obligations, and on an Ex-Program Product-by-Ex-Program Product basis, Aventis hereby grants to Millennium a worldwide, non-exclusive, royalty-bearing license, under Aventis' rights to the Program Intellectual Property (excluding the Aventis Research Program Chemistry Intellectual Property), to Commercialize Ex-Program Products [**] in the Territory; PROVIDED, HOWEVER, that with respect to each Ex-Program Product, such license shall be limited to (i) know-how disclosed to Millennium prior to the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, (ii) Patent Rights which exist as of the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, and (iii) any claim of a patent which (A) claims priority from a patent application within Patent Rights which exists as of the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, and (B) is adequately supported in such application from which it claims priority to satisfy the requirements of 35 U.S.C. 112. Such license shall further include the right to grant sublicenses to Affiliates of Millennium and to Third Parties in accordance with the terms set forth in Section 7.2.5.
Sample 1
EX-PROGRAM PRODUCTS. The Party that Commercializes an Ex-Program Product based upon an SQT Covered by any intellectual property Controlled by the other Party shall pay a royalty of [**] % of Net Sales of such Ex-Program Product to the other Party. Royalties shall be payable, on a country-by-country basis, for [**] years after the First Commercial Sale of such Ex-Program Product in such country. The royalty rate set forth in this subsection 8.3.4, and the royalties payable under this subsection, shall not be subject to any reductions, deductions or offsets of any kind. Confidential Materials omitted and filed with the Securities and Exchange Commission. Asterisks denote omissions.
Sample 1

Related to EX-PROGRAM PRODUCTS

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

  • 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.

  • 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.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • Product The term “

  • Manufacture of Product Prior to commercialization of the Product, the Parties may, if appropriate for both parties, negotiate in good faith a manufacturing and supply agreement to provide for Licensor to fulfill the manufacturing requirements of Licensee for Product for sale in the European market. The cost of such manufacturing shall not be greater than * percent (*%) of the cost of any competitor cGMP contract manufacturing facility that proposes to manufacturer the Product for Licensee. * Confidential information has been omitted and filed confidentially with the Securities and Exchange Commission.

  • 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.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • 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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