Material Terms of the Framework Agreement Sample Clauses

Material Terms of the Framework Agreement. Following the Effective Date (as defined below) of the Framework Agreement, the parties shall enter into definitive agreement(s) (each a “Definitive Agreement”), which: (a) shall set forth a complete description of the scope of the License as well as a more detailed description of the commercial terms and obligations between the parties in relation to the License, including without limitation, any minimum royalty payable or target sales to be achieved by the Licensee; and (b) may contain additional terms and conditions, including terms expressly modifying the terms of the Framework Agreement, which for the purposes of the Definitive Agreement(s), shall supersede any conflicting provisions set forth in the Framework Agreement. In addition, under the Framework Agreement, the Licensee undertakes not to: (a) use or exploit the Licensed Know-how in any of the Excluded Territories; (b) distribute, market or sell the Licensed Products in any of the Excluded Territories; and (c) grant to any other person a llicense to carry out all or any of the activities set out in (a) and (b) above. Similarly, the Licensor undertakes not to: (a) use or exploit the Licensed Know-how in the Territory; (b) distribute, market or sell the Licensed Products in the Territory; and (c) grant to any other person a right or license to carry out all or any of the activities set out in (a) and (b) above. With regard to the purchase of Licensed Products: (a) The Licensee undertakes to purchase the Licensed Products (and/or any components or parts thereof) only from the Licensor, and shall not for the duration of the Framework Agreement, market or sell any products which compete with the Licensed Products. (b) The prices to be paid by the Licensee to the Licensor for the Licensed Products (and/or any components or parts thereof) and the Pilot System (as defined below) are to be the Licensor’s list prices as established by the Licensor from time to time, and such sale shall be subject to the Licensor’s standard terms and conditions of sale. (c) The Licensee shall purchase one (1) pilot Solar H-2 Power System of bespoke capacity (“Pilot System”) for no more than A$200,000 from the Licensor as soon as practicable after the Effective Date for the parties to jointly evaluate, analyse and interpret, inter alia, the information, findings, data or analysis derived from the Pilot System. (d) For the avoidance of doubt, the Licensor does not warrant or guarantee any specific level of performance, full ...

Material Terms of the Framework Agreement. (a) Investment Amount (i) Approximately RMB1.60 billion (or approximately S$296.96 million5), being the estimated construction cost of the Synthetic Ammonia Production Facility and implementation cost thereof (this excludes any amount for of the use by Xxxxxx Xxxxxxx of the Synthetic Ammonia Project Land (as referred to in paragraph 3.1(a)(ii) below). Out of the foregoing RMB1.60 billion, the Company shall reimburse Anhua approximately RMB20 million (or approximately S$3.71 million6) for the costs that it had incurred for preliminary work done in relation to the Synthetic Ammonia Project (the "Reimbursement Amount"), including expenses incurred for the project research, project technical work, survey and design, part of the construction and installation work, and governmental formalities etc. in connection with the Proposed Investment; and (ii) such amount to be paid by Xxxxxx Xxxxxxx for (A) the use of the Synthetic Ammonia Project Land and (B) the lease of the Urea Production Facility, (collectively, the "Investment Amount").