Ex-U.S Sample Clauses

Ex-U.S. On a Collaboration Product-by-Collaboration Product basis, Merck (itself or through one or more Affiliates) will use Commercially Reasonable Efforts to Commercialize such Collaboration Product ex-U.S., and to carry out the tasks specified under the Global Commercialization Plan for Merck for such Collaboration Product ex-U.S. in a timely and effective manner and in compliance in all material respects with applicable Law.
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Ex-U.S. Distribution. At least 180 days prior to distributing or selling, or engaging or licensing a Third Party to distribute or sell, a Product in a jurisdiction outside of the United States (an “Ex-U.S. Distribution”), Zomedica will provide notice to Qorvo identifying such jurisdiction and describing the details of such Ex-U.S. Distribution. During such 180 day period, Qorvo will conduct a reasonable freedom to operate investigation to identify any Third Party patent rights that would potentially be relevant to such Ex-U.S. Distribution in the applicable jurisdiction. If within 180 days after the date of such notice from Zomedica, Qorvo provides Zomedica with written notice that Qorvo objects to such Ex-U.S. Distribution in the applicable jurisdiction on the basis of reasonable concerns related to Third Party patent rights in such jurisdiction, then the Parties will meet to discuss such concerns and Zomedica may nonetheless proceed with such Ex-U.S. Distribution in such jurisdiction despite Qorvo’s objection provided that (a) Zomedica will be responsible for identifying and ensuring that it has rights under any and all patent rights (including any patent rights included in the Third Party Hardware IP Rights) necessary to develop, manufacture, use, sell, offer for sale, have made, or import each Product in such jurisdiction, and for the payment of all royalties or other amounts, if any, that are payable to Third Parties in consideration for such patent rights in such jurisdiction, and (b) if a Third Party files a claim or brings an action against any Qorvo Indemnified Party alleging that a Product, or the making, having made, use, sale, offering for sale or importation thereof, infringes any patent rights in such jurisdiction, then Zomedica will assume and have sole control of the defense of any such action or claim in accordance with Section 12.4 (Indemnification Procedure) and shall be responsible for any Losses with respect to such action or claim based on such infringement.
Ex-U.S. Payments. Following the First Commercial Sale of any Initial Product in the Field in any country outside of the U.S. and as further consideration for KemPharm’s grant of the rights and licenses to Company hereunder, Company shall pay to KemPharm the following: (i) If Company or its Affiliates directly Commercialize such Initial Product in any country outside of the U.S., Company shall pay to KemPharm a Royalty on the Net Sales of such Initial Product in each applicable country outside of the U.S., as calculated by multiplying such Royalty rate by the corresponding aggregate annual Net Sales in each such country: 1) For that portion of aggregate annual Net Sales in each country per Calendar Year less than or equal to [*****] [*****] 2) For that portion of aggregate annual Net Sales in each country per Calendar Year greater than [*****] [*****] Net Sales of any Initial Product outside the U.S. shall not include [*****]. In addition, in no event shall the manufacture of an Initial Product give rise to a Royalty obligation. For clarity, Company’s obligation to pay Royalties to KemPharm under this Section 8.5(b) is imposed only once with respect to the same unit of Initial Product regardless of the number of Licensed Patents pertaining thereto. (ii) If Company or its Affiliates enters into a sublicense to Commercialize such Initial Product in any country outside of the U.S., Company shall pay a one-time value share payment to KemPharm equal to [*****]. For clarity, Company shall not be obligated to make any payment to KemPharm under this Section 8.5(b)(ii) with respect to any other compensation or consideration received by Company in connection with (but after the execution of) such sublicense agreement, including any value received in the form of royalty payments.
Ex-U.S 

Related to Ex-U.S

  • Borrower Products Except as described on Schedule 5.11, no Intellectual Property owned by Borrower or Borrower Product has been or is subject to any actual or, to the knowledge of Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner Borrower’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. Neither Borrower’s use of its Intellectual Property nor the production and sale of Borrower Products infringes the Intellectual Property or other rights of others.

  • Proposed Goods and Services Proposed Goods and Services pdf D/M/WBE Certification OPTIONAL No response Warranty No response

  • Unbundled Copper Loop – Designed (UCL-D) 2.4.2.1 The UCL-D will be provisioned as a dry copper twisted pair (2- or 4-wire) Loop that is unencumbered by any intervening equipment (e.g., filters, load coils, range extenders, digital loop carrier, or repeaters). 2.4.2.2 A UCL-D will be 18,000 feet or less in length and is provisioned according to Resistance Design parameters, may have up to 6,000 feet of bridged tap and will have up to 1300 Ohms of resistance. 2.4.2.3 The UCL-D is a designed circuit, is provisioned with a test point, and comes standard with a DLR. OC is a chargeable option for a UCL-D; however, OC is always required on UCLs where a reuse of existing facilities has been requested by Telepak Networks. 2.4.2.4 These Loops are not intended to support any particular services and may be utilized by Telepak Networks to provide a wide-range of telecommunications services as long as those services do not adversely affect BellSouth’s network. This facility will include a Network Interface Device (NID) at the customer’s location for the purpose of connecting the Loop to the customer’s inside wire. 2.4.2.5 Upon the Effective Date of this Agreement, Unbundled Copper Loop – Long (UCL-L) elements will no longer be offered by BellSouth and no new orders for UCL-L will be accepted. Any existing UCL-Ls that were provisioned prior to the Effective Date of this Agreement will be grandfathered at the rates set forth in the Parties’ interconnection agreement that was in effect immediately prior to the Effective Date of this Agreement. Existing UCL-Ls that were provisioned prior to the Effective Date of this Agreement may remain connected, maintained and repaired according to BellSouth’s TR73600 and may remain connected until such time as they are disconnected by Telepak Networks or BellSouth provides ninety

  • Inventory and Supplies Administrator shall order, purchase and provide to the Group on a timely basis inventory and supplies, and such other ordinary, necessary or appropriate materials which are requested by the Group and which the Group shall reasonably determine to be necessary in the operation of the Practice on the same terms commercially available to Administrator. Such inventory, supplies and other materials shall be included in Practice Expenses at their cost to Parent or Administrator, as the case may be.

  • COVID-19 Vaccine Passports Pursuant to Texas Health and Safety Code, Section 161.0085(c), Contractor certifies that it does not require its customers to provide any documentation certifying the customer’s COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Contractor’s business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract.

  • Unbundled Copper Sub-Loop (UCSL) is a copper facility of any length provided from the cross-box in the field up to and including the end-user’s point of demarcation. If available, this facility will not have any intervening equipment such as load coils between the end-user and the cross-box.

  • Unbundled Copper Loops (UCL) 2.4.1 BellSouth shall make available Unbundled Copper Loops (UCLs). The UCL is a copper twisted pair Loop that is unencumbered by any intervening equipment (e.g., filters, load coils, range extenders, digital loop carrier, or repeaters) and is not intended to support any particular telecommunications service. The UCL will be offered in two types – Designed and Non-Designed.

  • TRUNK FORECASTING 57.1. CLEC shall provide forecasts for traffic utilization over trunk groups. Orders for trunks that exceed forecasted quantities for forecasted locations will be accommodated as facilities and/or equipment are available. Sprint shall make all reasonable efforts and cooperate in good faith to develop alternative solutions to accommodate orders when facilities are not available. Company forecast information must be provided by CLEC to Sprint twice a year. The initial trunk forecast meeting should take place soon after the first implementation meeting. A forecast should be provided at or prior to the first implementation meeting. The semi-annual forecasts shall project trunk gain/loss on a monthly basis for the forecast period, and shall include: 57.1.1. Semi-annual forecasted trunk quantities (which include baseline data that reflect actual Tandem and end office Local Interconnection and meet point trunks and Tandem-subtending Local Interconnection end office equivalent trunk requirements) for no more than two years (current plus one year); 57.1.2. The use of Common Language Location Identifier (CLLI-MSG), which are described in Telcordia documents BR 000-000-000 and BR 000-000-000; 57.1.3. Description of major network projects that affect the other Party will be provided in the semi-annual forecasts. Major network projects include but are not limited to trunking or network rearrangements, shifts in anticipated traffic patterns, or other activities by CLEC that are reflected by a significant increase or decrease in trunking demand for the following forecasting period. 57.1.4. Parties shall meet to review and reconcile the forecasts if forecasts vary significantly.

  • Unbundled Copper Loop – Non-Designed (UCL-ND 2.4.3.1 The UCL–ND is provisioned as a dedicated 2-wire metallic transmission facility from BellSouth’s Main Distribution Frame to a customer’s premises (including the NID). The UCL-ND will be a “dry copper” facility in that it will not have any intervening equipment such as load coils, repeaters, or digital access main lines (“DAMLs”), and may have up to 6,000 feet of bridged tap between the end user’s premises and the serving wire center. The UCL-ND typically will be 1300 Ohms resistance and in most cases will not exceed 18,000 feet in length, although the UCL-ND will not have a specific length limitation. For loops less than 18,000 feet and with less than 1300 Ohms resistance, the loop will provide a voice grade transmission channel suitable for loop start signaling and the transport of analog voice grade signals. The UCL-ND will not be designed and will not be provisioned with either a DLR or a test point. 2.4.3.2 The UCL-ND facilities may be mechanically assigned using BellSouth’s assignment systems. Therefore, the Loop Make Up process is not required to order and provision the UCL-ND. However, Lightyear can request Loop Make Up for which additional charges would apply. 2.4.3.3 At an additional charge, BellSouth also will make available Loop Testing so that Lightyear may request further testing on the UCL-ND. Rates for Loop Testing are as set forth in Exhibit B of this Attachment. 2.4.3.4 UCL-ND loops are not intended to support any particular service and may be utilized by Lightyear to provide a wide-range of telecommunications services so long as those services do not adversely affect BellSouth’s network. The UCL-ND will include a Network Interface Device (NID) at the customer’s location for the purpose of connecting the loop to the customer’s inside wire. 2.4.3.5 Order Coordination (OC) will be provided as a chargeable option and may be utilized when the UCL-ND provisioning is associated with the reuse of BellSouth facilities. Order Coordination -Time Specific (OC-TS) does not apply to this product. 2.4.3.6 Lightyear may use BellSouth’s Unbundled Loop Modification (ULM) offering to remove bridge tap and/or load coils from any loop within the BellSouth network. Therefore, some loops that would not qualify as UCL-ND could be transformed into loops that do qualify, using the ULM process.

  • Authorized Sub-processors Customer agrees that MailChimp may engage Sub-processors to process Customer Data on Customer's behalf. The Sub-processors currently engaged by MailChimp and authorized by Customer are listed in Annex A.

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