GI TYPE C PRODUCTS Sample Clauses

GI TYPE C PRODUCTS. Subject to (i) the terms and conditions of this Agreement. (ii) the reservation of rights set forth in Section 6.6 of this Agreement, and (iii) any rights retained by the United States government in accordance with P.L. 96-517, as amended by P.L. 98-620, JHU grants to GI and its designated Affiliates which agree in writing to comply with the terms and conditions of this Agreement (with a copy of such written agreement being provided to JHU):
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GI TYPE C PRODUCTS. GI shall pay to JHU a royalty on sales made by GI, its Affiliates or sublicensees of each GI Type C Product, the manufacture, use or sale of which is covered by a Valid Claim under the JHU Patent Rights or the Joint Patent Rights of JHU and GI, which royalty shall be calculated using the following formula: royalty =A+B+C+D+E where A equals either (i) three and one-half percent (3 1/2%) of the Net Sales obtained from such sales of such GI Type C Product, if the First Member of such GI Type C Product's TGF-(beta) Class is a Additional GDF Discovered by JHU: OR (ii) one and three quarters percent (1 3/4%) of GI's Net Sales of such GI Type C Product, if the First Member of such GI Type C Product's TGF-(beta) Class is a Additional Collaborative Factor Discovered jointly by JHU and GI; B equals seven-eighths percent (7/8%) of the Net Sales obtained from such sales of such GI Type C Product, multiplied by the number (if any) of Subsequent Members in such GI Type C Product's TGF-(beta) Class (not to exceed three (3) which are Additional GDFs Discovered by JHU; C equals seven-sixteenths percent (7/16%) of the Net Sales obtained from such sales of such GI Type C Product, multiplied by the number (if any) of Subsequent Members in such GI Type C Product's TGF-(beta) Class (not to exceed three (3) which are Additional Collaborative Factors Discovered jointly by JHU and GI; D equals seven-eighths percent (7/8%) of the Net Sales obtained from such sales of such GI Type C Product, if such GI Type C Product is labeled for an indication which is covered by a Valid Claim of a USE PATENT WITHIN THE JHU PATENT RIGHTS; E equals seven-sixteenths percent (7/16%) of the Net Sales obtained from such sales of such GI Type A Product, if such GI Type C Product is labeled for an indication which is covered by a Valid Claim of a USE PATENT WITHIN THE JOINT PATENT RIGHTS OF JHU AND GI; PROVIDED, HOWEVER, that in no event shall the sum of A, B and C exceed six percent (6%).
GI TYPE C PRODUCTS. GI shall pay to JHU a royalty on sales made by GI, its Affiliates or sublicensees of each GI Type C Product, the manufacture, use or sale of which is covered by a Valid Claim under the JHU Patent Rights or the Joint Patent Rights of JHU and GI , which royalty shall be calculated using the following formula: royalty =A+B+C+D+E where A equals either (i) three and one-half percent (3 1/2%) of the Net Sales obtained from such sales of such GI Type C Product, if the First Member of such GI Type C Product’s TGF-ß Class is a Additional GDF Discovered by JHU: or (ii) one and three quarters percent (1 3/4%) of GI’s Net Sales of such GI Type C Product, if the First Member of such GI Type C Product’s TGF-ß Class is a Additional Collaborative Factor Discovered jointly by JHU and GI;

Related to GI TYPE C PRODUCTS

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

  • Product Specifications The Company agrees that all Products sold to Xxxx hereunder shall conform to the respective specifications set forth on Schedule A or to such other specifications as are from time to time agreed upon by the Parties.

  • Product Supply 5.2.1 HEMISPHERX undertakes and agrees to supply to IMPATIENTS on an exclusive basis, IMPATIENTS’ requirements of Product ordered in accordance with the terms of this Agreement, for distribution and sale in the Territory, limited to EAP use of Product in accordance with Early Access Approvals.

  • 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.

  • Additional Products Throughout the Term, Rockwell shall provide to DaVita and the DaVita Facilities the right to purchase and/or lease all current or new products manufactured, utilized, licensed, sold or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for any such Additional Products shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1.

  • 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 Product The term “

  • Product The term “

  • Manufacturing Rights Manufacturing Rights will be governed by Attachment 6.

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