FUTURE OTC PRODUCTS Sample Clauses

FUTURE OTC PRODUCTS. (a) Except as set forth in Section 3.2(b), on each occasion, if any, that Novopharm or any of its Affiliates develops and obtains or otherwise acquires an Approved ANDA and/or a DIN for any of the Specified Future Products (by action of the FDA, the TPP or otherwise), Novopharm shall promptly and in any event within 5 Business Days of obtaining such Approved ANDA or DIN deliver to the Buyers a written offer, irrevocable on its terms for thirty (30) Business Days, to sell such Approved ANDA and/or DIN to any Buyer at a price equal to the sum of (i) the cost of developing and obtaining or otherwise acquiring such Approved ANDAs and/or DINs, as determined to the reasonable satisfaction of the Buyers, based on Novopharm's accrued development costs, including without limitation, cost of materials and reasonable overhead ("DEVELOPMENT COSTS") and (ii) 10% of the amount determined pursuant to clause (i) of this Section 3.2(a). (b) The US Buyer or the Canadian Buyer may from time to time request that Novopharm develop and obtain Approved ANDAs and/or DINs for any of the Specified Future Products. Upon receipt of any such request, Novopharm shall use commercially reasonable best efforts to develop and obtain as promptly as practicable such Approved ANDAs and/or DINs as requested by the requesting Buyer. Promptly upon obtaining any Approved ANDAs and/or DINs, Novopharm shall sell, and the requesting Buyer shall purchase, such Approved ANDAs and/or DINs at a price equal to the sum of (i) the Development Costs of such Approved ANDA or DIN and (ii) 10% of the amount determined pursuant to clause (i) of this Section 3.2(b); PROVIDED that if such ANDA or DIN is not approved the Buyer will forthwith, on written notice from Novopharm that such ANDA or DIN has not been approved, pay to Novopharm the Development Costs of such ANDA or DIN. (c) On each occasion, if any, that Novopharm or any of its Affiliates develops and obtains or otherwise acquires an Approved ANDA and/or DIN with respect to an Unspecified Future Product, Novopharm shall promptly deliver to the Buyers a written offer, irrevocable on its terms for thirty (30) Business Days, to sell such Approved ANDAs and/or DINs to the Buyers on terms and conditions set forth in such written offer. The Buyers shall have thirty (30) Business Days in which to determine whether to accept such offer. If the Buyers fail to accept such offer within such thirty (30) Business Days, Novopharm shall have the right to sell the offered...
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Related to FUTURE OTC PRODUCTS

  • Existing Products Except as set forth below, Contractor shall retain all rights, title and interest in Existing 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.

  • Products Products available under this Contract are limited to Software, including Software as a Service, products and related products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.B above. Vendor may not add a manufacturer’s product line which was not included in the Vendor’s response to the solicitation described in Section 1.B above.

  • Other Products If you ask, we will provide you with information on any other home equity products we offer.

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

  • Other Products and Services As our customer, you have access to a suite of financial products and services availed by ourselves, our affiliates and strategic partners designed to help you address and achieve your financial needs and goals. You agree that you can obtain information about such Products and Services via our website xxx.xxxxxxxx.xxx.xx and you further agree that we can from time to time communicate information in relation to such Products or Services to you specifically or generally to all cardmembers via such communication mode as we consider 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.

  • Custom Products Effective upon creation of Custom Products, Contractor hereby conveys, assigns and transfers to Authorized User the sole and exclusive rights, title and interest in Custom Product(s), whether preliminary, final or otherwise, including all trademark and copyrights. Contractor hereby agrees to take all necessary and appropriate steps to ensure that the Custom Products are protected against unauthorized copying, reproduction and marketing by or through Contractor, its agents, employees, or Subcontractors. Nothing herein shall preclude the Contractor from otherwise using the related or underlying general knowledge, skills, ideas, concepts, techniques and experience developed under a Purchase Order, project definition or work order in the course of Contractor’s business. Authorized User may, by providing written notice thereof to the Contractor, elect in the alternative to take a non-exclusive perpetual license to Custom Products in lieu of Authorized User taking exclusive ownership and title to such Products. In such case, Licensee on behalf of all Authorized Users shall be granted a non-exclusive perpetual license to use, execute, reproduce, display, perform, adapt and distribute Custom Product as necessary to fully effect the general business purpose(s) as stated in paragraph (b)(i)(2), above.

  • 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.

  • 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.

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