Manufacture of Licensed Products by Third Parties Sample Clauses

Manufacture of Licensed Products by Third Parties. All contractors wherever located which the Licensee desires to use in connection with the manufacture of Licensed Products are subject to the prior written approval of CKI, which consent shall not be unreasonably withheld or delayed; provided, however, that CKI shall have 10 business days after its receipt of a written request from the Licensee to use a manufacturer or such longer period as is reasonable under the circumstances to approve or disapprove such manufacturer. In order to maintain CKI’s high standard of quality control and to insure that appropriate measures are taken against counterfeiting, the Licensee shall provide CKI with the following information: (i) name and address of each proposed manufacturer; (ii) type of Licensed Products to be manufactured; (iii) quantity of Licensed Products to be manufactured; and (iv) any other relevant information. The Licensee shall obtain the signature of an authorized representative from each approved third-party manufacturer used by the Licensee on an agreement (a ‘‘Third-Party Manufacturing Agreement’’), substantially in the form of Exhibit D. The Licensee shall not knowingly enter into a Third-Party Manufacturing Agreement with any third party that has materially breached a similar agreement with CKI or its Affiliates or any licensee of CKI or its Affiliates. The Licensee acknowledges that it shall remain primarily liable and completely obligated under all of the provisions of this Agreement in respect of such contracting or assembly arrangements.
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Manufacture of Licensed Products by Third Parties. (a) For purposes of this Agreement a "Third Party Manufacturer" shall be defined as an entity or an individual which or whom Licensee either hires or pays to manufacture the Licensed Products. A "subcontractor" shall be defined as an entity or an individual which or whom a Third Party Manufacturer either hires or pays to perform the manufacturing tasks which the Third Party Manufacturer could otherwise perform itself at its own facility or through its own employees and staff. A "supplier" shall be defined as an individual or entity who produces components for the Licensed Products, and provides such components to manufacturer in order to assemble the finished Licensed Products. Examples of a supplier include, but are not limited to, fabric/trim manufacturers, yarn manufacturers, button manufacturers, or zipper manufacturers, provided that such named manufacturers do not contribute further to the manufacture of the finished Licensed Products.
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Manufacture of Licensed Products by Third Parties. In the event the Licensed Products are to be designed, cultivated, manufactured, supplied, stored, packaged, handled or shipped by third party designers, cultivators, manufacturers, and/or suppliers (collectively, “Manufacturers”), Licensee shall notify Licensor of the name and address of such Manufacturer(s) and must, prior to engaging such Manufacturer, obtain Licensor’s prior written approval. Licensee shall require that the Manufacturer agree to be bound by all terms and conditions in this Agreement applicable to its function as Manufacturer of the Licensed Products. Licensee agrees to strictly enforce against its Manufacturer(s) all of the applicable provisions in the agreement between Licensee and such Manufacturer(s) for the protection of Licensor and to promptly advise Licensor of any violations thereof by any Manufacturer(s) of which Licensee becomes aware.
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Manufacture of Licensed Products by Third Parties. (a) In the event that Licensee desires to have a person or firm other than Licensee manufacture any of the Licensed Products for promotion, advertising, distribution, and sale by Licensee, Licensee shall first notify Licensor of the name and address of such manufacturer and obtain the execution by such manufacturer of the Manufacturer's Agreement attached hereto as Exhibit A. Licensee shall promptly forward to Licensor a copy of each such executed Manufacturer's Agreement. All such manufacturers shall agree to abide by the Code of Conduct attached to the Manufacturer's Agreement. If any such manufacturer utilizes the Property for any unauthorized use, Licensee shall cooperate fully in bringing such utilization to an immediate halt. Licensor shall be entitled to terminate this Agreement if such a manufacturer violates the terms of the Manufacturer's Agreement in two (2) or more instances, including a violation of the Code of Conduct, except that Licensee may utilize another manufacturer, so long as said manufacturer is approved in advance by Licensor and signs in advance a Manufacturer's Agreement.
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Manufacture of Licensed Products by Third Parties. In the event the Licensed Products are to be designed, sourced, manufactured, supplied, stored, packaged, handled or shipped by third party designers, cultivators, manufacturers, and/or suppliers (collectively, “Manufacturers”), Licensee shall, upon written request by Licensor, notify Licensor of the name and address of such Manufacturer(s).
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Manufacture of Licensed Products by Third Parties. All contractors wherever located which the Licensee desires to use in connection with the manufacture of Licensed Products are subject to the prior written approval of CKI, which consent shall not be unreasonably withheld or delayed; provided, however, that CKI shall have [***] after its receipt of a written request from the Licensee to use a manufacturer or such longer period as is reasonable under the circumstances to approve or disapprove such manufacturer. In order to maintain CKI’s high standard of quality control and to insure that appropriate measures are taken against counterfeiting, the Licensee shall provide CKI with the following information: (i) name and address of each proposed manufacturer; (ii) type of Licensed Products to be manufactured; and (iii) any other relevant information. The Licensee shall obtain the signature of an authorized representative from each approved third-party manufacturer used by the Licensee on an agreement (a “Third-Party Manufacturing Agreement”), substantially in the form of Exhibit PVH-A [***]. The Licensee shall not use any contractor in connection with the production of Licensed Products that [***]. Licensee will not use or authorize the use of any contractor or supplier with which CKI would be prohibited from dealing with under any U.S. governmental law, statute, regulation, order or decree, including for example individuals or entities listed, described or proscribed as prohibited and restricted persons and entities, by the U.S. Departments of Treasury or State or Commerce, including but not limited to those entities and individuals listed on the U.S. Department of Treasury list of “specially designated nationals” or various lists of prohibited restricted persons and entities maintained by the U.S. Departments of State and Commerce (“Prohibited Entities or Individuals”). The Licensee acknowledges that it shall remain primarily liable and completely obligated under all of the provisions of this Agreement in respect of such contracting or assembly arrangements.
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Manufacture of Licensed Products by Third Parties 
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Related to Manufacture of Licensed Products by Third Parties

  • 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.

  • 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.

  • Manufacture of Product Prior to commercialization of the Product, the Parties may, if appropriate for both parties, negotiate in good faith a manufacturing and supply agreement to provide for Licensor to fulfill the manufacturing requirements of Licensee for Product for sale in the European market. The cost of such manufacturing shall not be greater than * percent (*%) of the cost of any competitor cGMP contract manufacturing facility that proposes to manufacturer the Product for Licensee. * Confidential information has been omitted and filed confidentially with the Securities and Exchange Commission.

  • 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.

  • Product The term “

  • 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.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall 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. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Manufacture (a) Manufacturer shall only manufacture the specific number of Products as requested by Company and at no time shall manufacture excess goods or overruns. Manufacturer shall not sell any Products bearing the Trademarks to any third parties without the express written consent of Company.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

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