LICENSED PRODUCTS AND LICENSED PROCESSES Sample Clauses

LICENSED PRODUCTS AND LICENSED PROCESSES. COMPANY shall pay to THE PARTIES the amounts below upon achievement by COMPANY or its AFFILIATES or its SUBLICENSEES or its CORPORATE PARTNERS of certain milestone events as set forth in the table below for each LICENSED PRODUCT or LICENSED PROCESS that is in the FIELD. For purposes of clarity, these milestones are for development of LICENSED PRODUCTS or LICENSED PROCESSES that are NOT used in conjunction with an IDENTIFIED PRODUCT. Milestone – for clarity, “Indications” would be a diagnostic test for metastasis for breast cancers (Indication 1), prostate cancer (Indication 2), etc. Column A First Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Column B Each Additional Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Filing of IDE (or equivalent) $**** $**** First IDE (or equivalent) approval $**** $**** Approval of a LICENSED PRODUCT or LICENSED PROCESS $**** $**** First commercial sale of an approved LICENSED PRODUCT or LICENSED PROCESS in the DIAGNOSTIC FIELD $**** $**** Achievement of cumulative worldwide NET SALES of $**** of LICENSED PRODUCT or LICENSED PROCESS $**** $**** Annual worldwide NET SALES of LICENSED PRODUCT or LICENSED PROCESS equal to or greater than $**** (payable each year for **** years from the date of first commercial sale) $**** $**** For the convenience of the parties, in recognition of the value of the PATENT RIGHTS, and in the time it takes to bring LICENSED PRODUCTS and LICENSED PROCESSES to market, COMPANY agrees that COMPANY’s obligation to pay the milestone payments in Column A and Column B shall survive expiration or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS as specified in Section 12.6(a); however, these payments shall only be due for **** after first commercial sale of the second LICENSED PRODUCT or LICENSED PROCESS For the purposes of clarity, the milestone payments due under “the Achievement of cumulative worldwide NET SALES of $****” and the “Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $****” described above shall be creditable against Running Royalties. If the first indication for a given LICENSED PRODUCT or LICENSED PROCESS does not reach all of the milestones in this section, then the other indications for that given LICENSED PRODUCT or LICENSED PROCESS will pay those milestone payments not paid in respect of any such LICENSED PRODUCT or LICENSED PRO...
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LICENSED PRODUCTS AND LICENSED PROCESSES. COMPANY shall pay to THE PARTIES the amounts below upon achievement by COMPANY or its AFFILIATES or its SUBLICENSEES or its CORPORATE PARTNERS of certain milestone events as set forth in the table below for each LICENSED PRODUCT or LICENSED PROCESS that is in the FIELD. For purposes of clarity, these milestones are for development of LICENSED PRODUCTS or LICENSED PROCESSES that are NOT used in conjunction with an IDENTIFIED PRODUCT. Milestone – for clarity, “Indications” would be a diagnostic test for metastasis for breast cancers (Indication 1), prostate cancer (Indication 2), etc. Column A First Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Column B Each Additional Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Filing of IDE (or equivalent) $0 $0 First IDE (or equivalent) approval $25,000 $12,500 Approval of a LICENSED PRODUCT or LICENSED PROCESS $50,000 $25,000 First commercial sale of an approved LICENSED PRODUCT or LICENSED PROCESS in the DIAGNOSTIC FIELD $100,000 $50,000 Achievement of cumulative worldwide NET SALES of $ 25,000,000 of LICENSED PRODUCT or LICENSED PROCESS $125,000 $75,000 Annual worldwide NET SALES of LICENSED PRODUCT or LICENSED PROCESS equal to or greater than $ 25,000,000 (payable each year for **** years from the date of first commercial sale) $125,000 $100,000 For the convenience of the parties, in recognition of the value of the PATENT RIGHTS, and in the time it takes to bring LICENSED PRODUCTS and LICENSED PROCESSES to market, COMPANY agrees that COMPANY’s obligation to pay the milestone payments in Column A and Column B shall survive expiration or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS as specified in Section 12.6(a); however, these payments shall only be due for **** after first commercial sale of the second LICENSED PRODUCT or LICENSED PROCESS For the purposes of clarity, the milestone payments due under “the Achievement of cumulative worldwide NET SALES of $ 25,000,000 ” and the “Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $ 25,000,000 ” described above shall be creditable against Running Royalties. If the first indication for a given LICENSED PRODUCT or LICENSED PROCESS does not reach all of the milestones in this section, then the other indications for that given LICENSED PRODUCT or LICENSED PROCESS will pay those milestone payments not paid in resp...
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LICENSED PRODUCTS AND LICENSED PROCESSES. COMPANY shall pay to THE PARTIES the amounts below upon achievement by COMPANY or its AFFILIATES or its SUBLICENSEES or its CORPORATE PARTNERS of certain milestone events as set forth in the table below for each THERAPEUTIC PRODUCT. Milestone Column A First Indication for each THERAPEUTIC PRODUCT Column B Each Additional Indication for each THERAPEUTIC PRODUCT Filing of an IND (or equivalent) with the FDA or comparable regulatory agency $100,000 $0 Phase II (or equivalent) with the FDA or comparable regulatory agency (Enrollment of first subject) $200,000 $100,000 Phase III (or equivalent) with the FDA or comparable regulatory agency (Enrollment of first subject) $450,000 $225,000 Receipt of regulatory approval $600,000 $300,000 Achievement of cumulative worldwide NET SALES of $500,000,000 $750,000 $375,000 Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $100,000,000 (payable each year for **** years from the date of first commercial sale) $500,000 $500,000 For the convenience of the parties, in recognition of the value of the PATENT RIGHTS, and in the time it takes to bring THERAPEUTIC PRODUCT to market, COMPANY agrees that COMPANY’s obligation to pay the first set of milestone payments in Column A and Column B shall survive expiration or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS as specified in Section 12.6(a) ); however, these payments shall only be due for **** after first commercial sale of the second THERAPEUTIC PRODUCT. For the purposes of clarity, the milestone payments due under the “Achievement of cumulative worldwide NET SALES of $500,000,000 and the “Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $100,000,000 described above shall be creditable against Running Royalties. The milestone events set forth above in this Section above are intended to be successive. In the event that any Phase I clinical trial is combined with a Phase II clinical trial (i.e., a Phase I/II clinical trial), the milestone payment for the enrollment of the first subject in a Phase I clinical trial shall be due upon the enrollment of the first subject in the Phase I/II clinical trial; and in the event that any Phase II clinical trial is combined with a Phase III clinical trial (i.e., a Phase II/III clinical trial), the milestone payment for the enrollment of the first subject in a Phase III clinical trial both shall be due upon the enrollment of the first subject in the Ph...
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Related to LICENSED PRODUCTS AND LICENSED PROCESSES

  • 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.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Third Party Products and Services Any third-party hardware, software and/or services that is delivered by ResMed for use either standalone or in conjunction with ResMed products and/or services, shall be subject to the third-party terms and conditions and/or license agreements between Customer and the third party. Such third-party hardware, software and/or services is provided by ResMed "AS IS," without any warranty of any kind. Any representations or warranties as to such hardware, software and/or services shall only be as granted by the applicable third parties, if any, that accompany such products and/or software and/or services. Any representations, warranties, or other similar obligations with respect to such third-party hardware, software and/or services flow directly from the third party to Customer and ResMed shall have no responsibility at all for any such representations, warranties, obligations or lack thereof.

  • Sublicensees Licensee shall have the right (but not the obligation) to sublicense those rights granted to it under Section 2.1 only as set forth in, and subject to the terms and conditions of, Section 2.5 and this Section 2.3.2, to (a) any Person (other than a Specified Person) with the prior written consent of Lxxxx, which consent will not be unreasonably withheld, conditioned or delayed; provided that Licensee may contract in the ordinary course of business with any Third Party contract research organization (“CRO”) or contract development and manufacturing organization (“CMO”) to handle certain clinical Development or Manufacturing activities, in Licensee’s reasonable discretion, without requiring Lilly’s consent; provided further that such CRO or CMO are working on Licensee’s behalf, (b) any of its Affiliates (only for so long as they remain Affiliates), provided that Licensee provides prior written notice (at least 20 Business Days in advance) to Lilly of any sublicenses to be granted to any Affiliate or its request for approval of any sublicense to be granted to any other Person, which shall include in each case a description of the rights to be granted and the purpose therefor, the identity of the proposed Sublicensee and the countries involved, or (c) a Specified Person. Each Affiliate or other Person to which any such sublicense is granted is referred to herein as a “Sublicensee.” Licensee shall remain responsible for the performance by each of its Sublicensees and shall cause each of its Sublicensees to comply with the applicable provisions of this Agreement, and Licensee shall be liable for the acts or omissions of its Sublicensees under or in connection with this Agreement (as if such acts or omission were those of Licensee). Without limiting the foregoing, Licensee shall: (x) ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder; (y) under the agreements between Licensee and each of its Sublicensees, include a provision pursuant to which either (a) Lilly is named as a third-party beneficiary or (b) a mechanism (for example, a power of attorney) is implemented for Lxxxx to enforce all applicable terms and conditions of this Agreement against the Sublicensee in a manner reasonably satisfactory to Lilly, provided that, in each case, Lxxxx shall not proceed against any Sublicensee unless Lxxxx has first provided Licensee with written notice of the Sublicensee’s breach and Licensee has not, within 90 days after receipt of such notice, caused the Sublicensee to cease the breaching activity or otherwise cure the breach, in each case, to the reasonable satisfaction of Lxxxx; and (z) terminate all relevant agreements with any such Sublicensee in the case of any breach of such terms and conditions by such Sublicensee. A Sublicensee shall have the right to grant further sublicenses, subject to complying with the terms of this Section 2.3.2 with respect to further Sublicensees. For the avoidance of doubt, (i) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (ii) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.2.1 and 2.4, respectively. Licensee hereby expressly waives any requirement that Lxxxx exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. Notwithstanding anything to the contrary, (A) all sublicenses granted hereunder shall automatically terminate upon expiration or termination of this Agreement for any reason and (B) if the Parties enter into an agreement pursuant to Section 2.5 with respect to the Product, then as of the effective date of such agreement all sublicenses granted with respect to the Product shall automatically terminate, except as otherwise mutually agreed by the Parties in writing (and in no event shall any negotiations for any such agreement pursuant to Section 2.5 be conditioned on or otherwise affected by whether Lxxxx agrees to allow any such sublicenses to continue).

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • 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.

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

  • Third Party Products 12.1 Third-party products provided to you by NCR Voyix for use with your subscription to the Service are subject to any terms provided by their supplier, including but not limited to those terms and conditions set forth in the exhibits attached hereto. Third-party terms and conditions are subject to change at any time by the supplier, and you agree that your use of such third-party products and services is governed by such supplier’s terms and conditions. You hereby release NCR Voyix from any and all liability associated with any damages or claims arising out of or related to third-party products. UNLESS NCR Xxxxx SPECIFICALLY AGREES OTHERWISE IN WRITING, YOU ACKNOWLEDGE AND AGREE THAT SUCH THIRD-PARTY PRODUCTS ARE PROVIDED “AS-IS” WITHOUT A WARRANTY FROM NCR Voyix. ACCORDINGLY, NCR Voyix EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY NATURE WITH RESPECT TO ANY SUCH THIRD-PARTY PRODUCTS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS. 12.2 Third-party products and services may be advertised or made available to you for purchase directly from their supplier by email or other electronic communications, including notifications made through the Service or the Account Portal. Any representations or warranties that may be provided in connection with any such third-party products or services are provided solely by their supplier. NCR Voyix will not be responsible for any of your dealings or interactions with any of those third-party suppliers.

  • 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.

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