Independent Products Sample Clauses

Independent Products. Each of JT and Tularik hereby grants to the other Party an exclusive, royalty-bearing (in accordance with Section 4(f)), license (with the right to sublicense after the Re-Engagement Expiration Date shall have passed without the non-Independent Party having given a Re-Engagement Notice) under the Program Patents and Program Know-How, and a non-exclusive, royalty-bearing (in accordance with Section 4(f)), license (with the right to sublicense after the Re-Engagement Expiration Date shall have passed without the non-Independent Party having given a Re-Engagement Notice) under the Patent Rights and Know-How owned or controlled by the granting Party to the extent necessary to develop Independent Lead Compounds and to make, have made, use, import, offer for sale and sell Independent Products incorporating an Independent Lead Compound in the event such Party is designated the Independent Party with respect to such Independent Product (or Independent Lead Compound) pursuant to Section 3(m). Such licenses shall be: (i) worldwide, to the extent such Independent Lead Compounds or Independent Products shall be based upon either (A) [ * ] Lead Compounds; or (B) [ * ]; or (ii) in the [ * ] and the JT Territory following [ * ], to the extent such Independent Lead Compounds or Independent Products shall be based upon [ * ]. Such licenses under the non- Independent Party's interest in Program Patents and Program Know-How are exclusive even as to the granting Party. Any such license with respect to an Independent Product or Independent Lead Compound shall terminate in the event such Independent Product or Independent Lead Compound becomes a Collaboration Lead Compound or Product pursuant to the terms of Section 3(n).
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Independent Products. Each of JT and Tularik hereby grants to the other Party an exclusive, royalty-bearing (in accordance with Section 4(f)), worldwide license (with the right to sublicense after the Re-Engagement Expiration Date shall have passed without the non-Independent Party having given a Re-Engagement Notice) under the Program Patents and Program Know-How, and a non-exclusive, royalty-bearing (in accordance with Section 4(f)), worldwide [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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Independent Products. Nothing in this Agreement shall be construed to prevent XcelleNet from independently developing, licensing or otherwise acquiring (for itself or third parties) any software, even if such software is functionally similar in whole or in part to any of the Software, provided XcelleNet does not use Vendor's supplied code or confidential information.
Sample 1
Independent Products. Each of Warner and CoCensys hereby grants and agrees to grant to the other an exclusive, worldwide license under the Patent Rights, Background Technology and Collaboration Technology owned or Controlled by the granting party to the extent necessary to develop Independent Lead Compounds and make, have made, use, import, offer for sale and sell (with the right to sublicense) any Independent Product in the event the receiving party is designated the Independent Party with respect to such Independent Product (or Independent Lead Compound) pursuant to Section 5.3(j). Such licenses are exclusive even as to the granting party. Any such license with respect to an Independent Product or Independent Lead Compound shall terminate in the event such Independent Product or Independent Lead Compound becomes a Collaboration Lead Compound or Collaboration Product pursuant to the terms of Section 5.3(k).
Sample 1
Independent Products. Subject to payment of the fees, milestone payments and royalties set forth in Section 4.6, each Party is free to develop and commercialize products incorporating the other Party’s Technology independent from the Collaboration under the licenses granted in Section 15.6.3(c) and, in the absence of a mutual written agreement of the Parties to designate such Product as a Collaboration Product, such Product shall be deemed an “Independent Product” under this Agreement. Both during the Term and after expiration or termination of the Agreement, each party shall have the licenses in Section 15.6.3(c) with respect to Exploitation of Independent Products. All expenses associated with Independent Products shall be the [***]. During the Term, each Party may request that the other Party provide assistance regarding Independent Products, and the other Party will use reasonable commercial efforts to provide such assistance up to a maximum of [***] FTEs. Any FTE funding will be for a minimum of [***] continuous months and subject to [***] months notice for binding projections. Neither Party shall be obligated to provide any assistance beyond [***] FTEs, which shall be rendered, if at all, in such Party’s sole discretion. Each Party shall compensate the other Party at an annual rate of [***] per FTE for assistance rendered prior to [***] (the “FTE Fees”). Commencing [***] and every [***] anniversary thereafter, the annual rate for the FTE Fees will increase by [***] per FTE. Each Party shall also pay the other Party for all reagents and materials requested to be supplied by one Party to the other Party hereunder at a price equal to the supplying Party’s Cost of Goods plus xxxx up set forth in the Work Plan (the “Supply Fees”). The FTE Fees and the Supply Fees are collectively referred to herein as the “Research Fees”. Within thirty (30) days after the end of each Calendar Quarter, each party shall submit a report to the other Party supporting the calculation of the Research Fees due for such Calendar Quarter. Each party shall pay all Research Fees owed to the other Party within thirty (30) days of receipt of each report. For purposes of clarification, Products other than [***] that are developed as Collaboration Products (either initially or upon conversion pursuant to Section 7.7), but for which a party subsequently [***] pursuant to Section 7.1, shall be deemed [***] Products rather than Independent Products under this Agreement.”
Sample 1

Related to Independent Products

  • Independent Activities 14.1 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have any obligation to any other party as to:

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

  • 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 Diligence Upon receipt of the Marketing Authorization for a Licensed Product in the Field in a given Region in the Territory, Lian (directly, or through its Affiliates, Sublicensees or contractors) will use Commercially Reasonable Efforts to Commercialize such Licensed Product in the Field in such Region in the Territory. Lian will have sole decision-making authority and discretion with respect to Commercializing the Licensed Product in the Field in the Territory. [***].

  • Other Products After clinical or other evidence, provided in writing [***] to Company, demonstrating the practicality of a particular market or use within the LICENSED FIELD which is not being developed or commercialized by Company, Company shall either provide JHU with a reasonable development plan and start development or attempt to reasonably sublicense the particular market or use to a third party. If within six (6) months of such notification [***] Company has not initiated such development efforts or sublicensed that particular market or use, JHU may terminate this license for such particular market or use. This Paragraph shall not be applicable if Company reasonably demonstrates to JHU that commercializing such LICENSED PRODUCT(S) or LICENSED SERVICE(S) or granting such a sublicense in said market or use would have a potentially adverse commercial effect upon marketing or sales of the LICENSED PRODUCT(S) developed and being sold by Company.

  • Field The term “

  • 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.

  • Product The term “

  • Manufacturing Services Jabil will manufacture the Product in accordance with the Specifications and any applicable Build Schedules. Jabil will reply to each proposed Build Schedule that is submitted in accordance with the terms of this Agreement by notifying Company of its acceptance or rejection within three (3) business days of receipt of any proposed Build Schedule. In the event of Jabil’s rejection of a proposed Build Schedule, Jabil’s notice of rejection will specify the basis for such rejection. When requested by Company, and subject to appropriate fee and cost adjustments, Jabil will provide Additional Services for existing or future Product manufactured by Jabil. Company shall be solely responsible for the sufficiency and adequacy of the Specifications [***].

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