Exclusive Products. Subject to the terms of this Agreement (including SGI’s Opt-In Right), SGI hereby grants to Genmab an exclusive (even as to SGI), royalty-bearing license under the SGI Technology, with the right to sublicense as permitted in Section 2.2, to develop, have developed, make, have made, import, use, offer for sale, have sold and sell Exclusive Products within the Field in the Territory. The license for an Exclusive Product shall continue for the Royalty Term of such Exclusive Product, unless SGI exercises its Opt-In Right for such Exclusive Product pursuant to Section 3.1 or it is earlier terminated pursuant to Article 17.
Exclusive Products. If it is necessary for SGEN to license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture or Commercialize the Anticalin Building Block of any Exclusive Product (but excluding Patents owned or Controlled by a Third Party service provider selected by SGEN, such as a CMO, and Patents related to any aspect or use of the Antibody Building Block) whether directly or through any Affiliate or Sublicensee, in the SGEN Territory, then SGEN may negotiate and obtain a license under such Patent Right(s) (each such Third Party license referred to herein as a “Third Party License”). If any royalty payments are due to a Third Party pursuant to a Third Party License or in the context of proceedings brought by any Third Party alleging that one or more Patent Rights of such Third Party is infringed by the Development, Manufacture, Commercialization or use of the Anticalin Building Block of any Exclusive Product in the Field under this Agreement, then subject to Section 8.1.3, SGEN may deduct [***] percent ([***]%) of such payment(s) from the Royalties associated with such Exclusive Product otherwise payable under Section 7.9, but in no event shall Royalties be reduced by greater than [***] percent ([***]%) under this Section 8.1.2. For avoidance of doubt, SGEN shall be responsible for any Third Party license payments associated with a SGEN Antibody Target or a SGEN Building Block, without any reduction of the Royalties payable to PIRS under Section 7.9. For avoidance of doubt, nothing this Section 8.1.2.1 precludes SGEN from negotiating and obtaining any licensee it deems necessary or desirable in connection with any Exclusive Product.
Exclusive Products. SGEN shall be solely responsible for filing, registering, maintaining, and defending Trademarks in the SGEN Territory for Exclusive Products, at SGEN’s expense and in its own name.
Exclusive Products. The governance structure set forth in this Section 3 shall not apply to an Exclusive Product (except that the JDC shall provide a forum for discussion pursuant to Section 3.3.1 and Section 3.3.2.1 for Potential CoDev Products and pursuant to Section 3.3.4 for Exclusive Products that are no longer Potential CoDev Products), and SGEN shall have sole responsibility and decision making authority for the Research, Development, Manufacturing, and Commercialization of such Exclusive Product. Subject to the foregoing, SGEN shall provide PIRS a written annual report (in a format to be selected by SGEN) no later than [***] days following the end of every Calendar Year summarizing SGEN’s Research, Development, Manufacturing, and Commercialization activities for Exclusive Products that are no longer Potential CoDev Products, including general timelines with regard to anticipated milestones intended to be achieved within [***] months following such report (to the extent SGEN has such visibility). For each such applicable Exclusive Product, such report shall include information (except for SGEN [***]) on:
3.7.1. Clinical Studies (including development phase, Indications, anticipated size and duration, primary endpoints, and top-line results, as available and applicable) that (a) have been conducted in the prior [***] months or (b) are intended to be conducted or Initiated in the next [***] months;
3.7.2. anticipated launch dates by country;
3.7.3. in the event of [***] successive Calendar Quarters of [***] of such Exclusive Product, [***] of promotional efforts that have been spent in the prior [***] months; and
3.7.4. activities and plans (if any) for such Exclusive Product in [***].
Exclusive Products. SGEN shall be solely responsible for and have sole control over all aspects of the Commercialization of the Exclusive Products in the Territory, including planning and implementation, distribution, promotion, booking of sales, pricing, reimbursement, and costs.
7. Payments & Royalties
Exclusive Products. Seller shall not sell any Products incorporating Buyer's Technology to any other party during or after the term of this Agreement. For avoidance of doubt, Seller represents that it will not be necessary to, and that it will not, incorporate Buyer's Technology into any Product hereunder.
Exclusive Products. The only right under any agreement, written or oral, by which any Person other than Prosec Protection Systems Inc. (“Prosec”) may sell Exclusive Product in the Territory (both terms as defined in the OEM Agreement 2005 (“OEM Agreement”) dated December 23, 2004 between the Corporation and Prosec) is the Corporation’s right to sell Exclusive Product as an addition to, replacement for, or expansion of existing systems in the Territory as referred to in the OEM Agreement.
Exclusive Products. The Representative must:
(i) use all Exclusive Products in the operation of the Business;
(ii) only purchase Exclusive Products from Aussie Pooch; and
(iii) must not in any circumstances use any product which competes with an Exclusive Product.
Exclusive Products. Provided that MP is in compliance with all
Exclusive Products. Notwithstanding the definition of “Exclusive Intuit Products” in Appendix 1 of the Supply Agreement, the Addendum Products are not to be treated as “Exclusive Intuit Products”.
