Joint Products Sample Clauses

Joint Products. (a) SourceOne will, as requested by Cardium, apply its commercially reasonable efforts to jointly develop with Cardium (i) up to five (5) products employing SourceOne Technology, through an appropriate FDA registration pathway with properly designed and powered clinical studies to secure or support relevant clinical claims (e.g. as a Medical Food or Pharmaceutical) and (ii) up to five (5) products employing SourceOne Technology for Nutraceutical channels (“Joint Product”) Each Joint Product will be designated by Cardium in writing, and may be branded and marketed as MedPodium or Cardium products or such other brand as Cardium may determine. Except as otherwise set forth in this Section 5, and the provision of information related to Prospective Products as provided under Section 9, Cardium shall be solely responsible for the Product Development of Joint Products, and shall own all regulatory applications, filings, approvals and licenses for each Joint Product. SourceOne will contribute Ninety Thousand Dollars ($90,000) (the “SourceOne Capital Contribution”) to the development of each Joint Product and shall use its commercially reasonable best efforts to advise and provide technical assistance to Cardium in the development of Joint Products. (b) Upon designation of a Joint Product, Cardium will provide to SourceOne notice of such designation and a plan setting forth the tasks needed for the development of the Joint Product and the number of hours and party assigned to each task (“Work Plan”). SourceOne will reasonably cooperate as requested by Cardium in the development of the Work Plan. Cardium will also provide to SourceOne a budget for the projected Product Development Costs of the Joint Product, including the projected Product Development Contribution required for the development of the Joint Product (the “Product Development Budget”). SourceOne will have forty five (45) days after receipt of the Product Development Budget to provide to Cardium the SourceOne Capital Contribution for such Joint Product, provided that the total amount of all SourceOne Capital Contributions will not exceed the cumulative Release Date Value of all License Equity released from escrow. If at any time during the development of a Joint Product it is determined that additional capital is required in excess of that projected in the Product Development Budget, Cardium will provide to SourceOne a supplemental Product Development Budget (“Supplemental Product Development Budget”) in...
Sample 1
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Joint Products. In the event such claim is brought against a Joint Product in a particular Commercialization Territory in the Profit Share Region, the LCP with respect to such Joint Product in such Commercialization Territory shall have the first right, but not the obligation, to defend and control the defense of any such claim using counsel of its own choice reasonably acceptable to the other Party. The other Party may participate in any such claim with counsel of its choice reasonably acceptable to the LCP. If the LCP elects (in a written communication submitted to the other Party within a reasonable amount of time not to exceed [***] Business Days after first notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim within such time periods so that the other Party is not prejudiced by any delays, the other Party may conduct and control the defense of any such claim, suit, or proceeding. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. All out-of-pocket costs (including any payment made pursuant to a judgment or settlement) incurred by the LCP and the other Party in defending such claim shall constitute [***] with respect to such Joint Product and be included in the calculation of [***]. Any recoveries by the LCP of any sanctions awarded to the LCP and against a Third Party asserting a claim being defended under this Section 12.4 shall be applied as follows: such recovery shall be applied first to (i) reimburse the LCP for its reasonable out-of-pocket costs of defending such claim, and (ii) reimburse the other Party for its reasonable out-of-pocket costs of defending such claim (and to such extent shall not constitute Commercialization Costs). The balance of any such recoveries shall be included in [***] for the relevant Joint Product and included in the calculation of [***]. In the event the claim is brought against a Joint Product in the Territory in a manner that would result in each Party controlling the defense of such claim in different countries of the world, then the Parties shall attempt to coordinate their efforts in conducting such defense through the JPC to form a joint defense ...
Sample 1
Joint Products. Joint Phase III Plan. Any Development Region for which neither Party exercises its Phase III Opt-Out for a Product Candidate in an Indication is referred to as a “Profit Share Region” for such Product Candidate, and any Product containing such Product Candidate is referred to as a “Joint Product” with respect to such Development Region. For each Joint Product in each applicable Profit Share Region, the Parties shall conduct the Phase III Clinical Studies, as well as other Development activities required for Regulatory Approval, all in accordance with the applicable Phase III Plan (such Phase III Plan, the “Joint Phase III Plan”).
Sample 1
Joint Products. During the term of this Agreement, each Party will submit any nvSRAM Product incorporating or otherwise based on the Intellectual Property of the other Party (or any Developments to or based on any Intellectual Property of the other Party) for potential joint development and commercialization with the other Party using the process set forth in this Section 4.1 (any such jointly developed and commercialized nvSRAM Product, a “Joint Product”). The Parties will determine whether any such nvSRAM Product of either Party should be treated as a Joint Product as follows:
Sample 1
Joint Products. Not less than ninety (90) days prior to the Commercial Readiness Date of each Joint Product under the Collaboration Agreement, the parties shall set forth on an Appendix 4 a description of such Joint Product, its Components, Spare Parts, Documentation and their respective Committed Costs and such other items or information mutually-agreed upon by the parties. Separate sections of Appendix 4, sequentially numbered 4-1, 4-2, etc., shall be prepared for each Joint Product added to this Agreement.
Sample 1
Joint Products. In the event such claim is brought against a Joint Product in a particular Commercialization Territory in the Profit Share Region, the LCP with respect to such Joint Product in such Commercialization Territory shall have the first right, but not the obligation, to defend and control the defense of any such claim using counsel of its own choice reasonably acceptable to the other Party. The other Party may participate in any such claim with counsel of its choice reasonably acceptable to the LCP. If the LCP elects (in a written communication submitted to the other Party within a reasonable amount of time not to exceed [***] Business Days after first notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim within such time periods so that the other Party is not prejudiced by any delays, the other
Sample 1
Joint Products. With respect to each Joint Product, the Joint Commercialization Committee shall, in consultation with appropriate representatives from the Medical Service Groups of Xxxxxx and their counterparts at Millennium, and subject to the oversight of the Joint Executive Committee, establish specific policies for the exchange of adverse event information (as well as periodic reporting responsibilities and other regulatory safety obligations), product complaints, medical review and medical information inquiries, all in Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. order to allow each Party to meet its regulatory requirements in the Territory. Such policies shall be established at least [**] days prior to the initiation of marketing of each Joint Product.
Sample 1
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Joint Products. During the term of this Agreement, each Party will submit any nvSRAM Product incorporating or otherwise based on the Intellectual Property of the other Party (or any Developments to or based on any Intellectual Property of the other Party) for potential joint development and Simtek and Cypress Proprietary commercialization with the other Party using the process set forth in this Section 4.1 (any such jointly developed and commercialized nvSRAM Product, a "Joint Product"). The Parties will determine whether any such nvSRAM Product of either Party should be treated as a Joint Product as follows: 4.1.1. Approval Committee A committee comprised of not less than the Simtek Vice President of Marketing and Vice President of Engineering and two (2) representatives of equivalent level designated by Cypress shall comprise a Joint Product Development review and approval committee (the "Approval Committee"). 4.1.2. Submission of Products to the Committee. Prior to beginning the development or manufacture of any new nvSRAM Product incorporating or otherwise based on the Intellectual Property of the other Party (or any Developments to or based on any Intellectual Property of the other Party), each Party will submit the nvSRAM Product to the Approval Committee.
Sample 1
Joint Products 
Sample 1

Related to Joint Products

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

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • 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.

  • 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.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • 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.

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

  • Supply of Products ‌‌ 3.1 The Supplier warrants that the Products shall: (a) correspond with their description and any applicable Product Specification; (b) conform in all respects with the Order and any relevant sample; (c) be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Ornua, expressly or by implication, and in this respect Ornua relies on the Supplier's skill and judgement; (d) be manufactured by properly trained and qualified personnel using all reasonable skill, care and diligence and in a good and workmanlike manner;‌ (e) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for the period set out in the Product Specification or, if none is specified, for at least 12 months after delivery; (f) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products;‌ (g) comply with all relevant standards including any UK Standards, European Standards or International Standards applicable in the UK and the country or State where the Products are to be used; and (h) in the case of Products containing food stuffs, when delivered to Ornua, comply with all applicable food and hygiene legislation and regulations and best industry practice.‌ 3.2 The Supplier shall ensure that at all times it has and maintains all licences, permissions, authorisations, consents and permits needed to carry out its obligations under the Contract in respect of the supply of Products. Breach of this Condition shall be deemed a material breach of the Contract. 3.3 Ornua may inspect and test the Products at any time before delivery. The Supplier shall remain fully responsible for the Products despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. 3.4 If following such inspection or testing Ornua considers that the Products do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Ornua shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.‌ 3.5 Ornua may conduct further inspections and tests after the Supplier has carried out its remedial actions.

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