Common use of New Products Clause in Contracts

New Products. If either Nomaco or RBX (the "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreement.

New Products. If either Nomaco or RBX (the "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) * effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period")* . Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, * then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreement.

New Products. If either Nomaco or RBX (the "Developing Party") at any time develops a new product (or an enhancement, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) * effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period")* . Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period* , then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sell, or have manufactured, marketed, distributed and sold by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreement.

New Products. (a) If either Nomaco GBI or RBX (the "Developing Party") at any time ATS develops a new product New Product (excluding a Joint Invention) during the term of this Agreement, GBI or an enhancementATS, change, improvement or addition to an existing product) which is competitive with (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" as used herein (as applicable, the "New Product"), the Developing Party shall notify the other party Party in writing (the a "New Product Development Notice") prior to manufacturingpromptly after GBI or ATS, marketingas applicable, distributing, selling or otherwise commercializing estimates the date that such New Product (including by assigning or licensing to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials will be available for commercial sale in the manufacture of such Territory, and (i) if GBI develops a New Product, ATS will have the right for a period of ninety (90) days after the date ATS receives the New Product Development Notice to negotiate distribution rights, transfer pricing, and other terms and conditions applicable to such New Product on terms that are substantially consistent with this Agreement and (ii) if ATS develops a New Product, GBI will have the right for a period of ninety (90) days after GBI receives the New Product Development Notice to negotiate manufacturing rights and other terms and conditions applicable to such New Product on terms that are substantially consistent with this Agreement. During such 90-day period, GBI or entering ATS, as applicable, will not enter into any letter of intent, contract or an agreement with any other Person relating to party for the distribution or manufacture, as applicable, of such product in the Territory and neither GBI or ATS, as applicable, nor any officer, director, employee or representative of the foregoing. Except GBI or ATS, as applicable, shall solicit or conduct any discussions or negotiations with, or provide information to, any third party with respect to the extent grant by GBI of distribution rights or by ATS of manufacturing rights for the non-Developing Party otherwise elects New Products, or the grant by GBI or ATS, as provided belowapplicable, such New Product shall then automatically become a "of license or sublicense rights to use, make or sell the Product" covered by . GBI or ATS, as applicable, will promptly communicate the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election proposal or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party shall be entitled to manufacture, market, distribute and sellinquiry it receives from any third party, or have manufactured, marketed, distributed and sold attempts to initiate such discussions or negotiations by any other Person, such New Product and any raw materials for use in the manufacture thereof and the non-Developing Party shall have no right, title or interest in or to such New Product or raw materials or to any revenues generated from the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement third party with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreementtransaction.

New Products. If either Nomaco or RBX (the "Developing Party"a) at any time develops a new product (or an enhancement, change, improvement or In addition to an existing product) which is competitive all rights granted under the Prior Master Agreement and this letter agreement with regard to soft drinks, Licensee shall also be permitted to use the XXXXXXX'X trademark, xxxx or other identifying means on any other product of any type, (or which replaces) any of the Products in or for the Market but which is not initially included within the meaning of "Products" such other products are referred to as used herein (as applicable, the "New ProductProducts"), the Developing Party shall notify the other party in writing (the "New Product Notice") prior to manufacturing, marketing, distributing, selling or otherwise commercializing provided that such New Product (including by assigning or licensing Products comply with the quality standards set forth in paragraph 2(a) above; provided that if the quality standard set forth in paragraph 2(a) would be inapplicable to any other Person any intellectual property rights therein), or distributing or selling any raw materials to any Person whom the Developing Party has reason to know intends to use, or to distribute or sell to any other Person whom the Developing Party has reason to know intends to use, such raw materials in the manufacture of such New Product, or entering into any letter of intent, contract or agreement with any other Person relating to any of the foregoing. Except to the extent the non-Developing Party otherwise elects as provided below, such New Product shall then automatically become a "Product" covered by the terms and conditions of this Agreement (other than the amount of Commission set forth in Section 6(a)) effective as of the date of the New Product Notice; provided, however, that the parties, each negotiating in good faith and after taking into consideration any applicable Competitive Practices, agree in writing on the amount of Commission payable on sales of such New Product within sixty (60) days after the non-Developing Party's receipt of the New Product Notice (the "Commission Determination Period"). Notwithstanding the foregoing, the non-Developing Party may elect not to include such New Product as a "Product" covered by this Agreement by notifying the Developing Party in writing within sixty (60) days after the non-Developing Party's receipt of the New Product Notice. If the non-Developing Party makes such election or if the parties fail to agree on the amount of Commission payable on sales of such New Product prior to the expiration of the Commission Determination Period, then such New Product shall not become a "Product" covered by this Agreement and the Developing Party be of good quality. Owner shall be entitled to manufacturea royalty of 2% of the "net sales" of any New Products produced by the Licensee in accordance with the terms of this paragraph. For purposes of this letter agreement, market, distribute and sell, or have manufactured, marketed, distributed and sold "net sales" of a New Product means the sum of money actually received by any other Person, Licensee from sales of such New Product less, to the extent applicable, the sum of (i) sales, excise, use, currency, repatriation and similar taxes, (ii) returns, (iii) trade discounts, (iv) sales commissions, (v) shipping costs and (vi) credits (other than advertising credits). (b) Owner shall not manufacture, distribute or sell any raw materials for use products bearing the XXXXXXX'X trademark, xxxx or other identifying means without the prior written consent of the Licensee, which consent may be given or withheld by Licensee in its sole discretion. Notwithstanding the manufacture thereof foregoing, Licensee acknowledges that Owner retains all rights to own, operate, license or franchise XXXXXXX'X Restaurants, Drive-Ins and mobile food and beverage concession trailers, in each case where the non-Developing Party shall have no rightXXXXXXX'X brand is the primary brand associated with such location (collectively, title or interest in "Owner's Locations"), and to sell post mix syrups and pre mix beverages at or to Owner's Locations. Licensee also acknowledges that (i) Owner retains all rights to sell and market good quality ice cream and hot dogs using the XXXXXXX'X trademark, (ii) Owner retains all rights to do XXXXXXX'X advertising (provided that such New Product advertising is in good taste and of good quality) for, and to sell paper goods and promotional items identified by the XXXXXXX'X trademark at or raw materials or to, Owner's Locations and (iii) Owner may, subject to any revenues generated from (x) such products meeting the manufacture, marketing, distribution or sale thereof by or for the Developing Party. If a New Product becomes a "Product" covered by this Agreement in accordance with this Section, the Developing Party shall, for no additional consideration, grant to the non-Developing Party such licenses and other rights, if any, as may be necessary for the non-Developing Party to perform its obligations under this Agreement with respect to such New Product, effective as of the date on which such New Product becomes a "Product" covered by this Agreement.quality 3