Non-US Territory Sample Clauses

Non-US Territory. In consideration of a cash payment in the amount of US$500,000, which shall be payable within [***] following the execution of this Agreement, DAEWOONG hereby grants to Evolus an exclusive option, exercisable at any time during the Option Period, to expand the permitted uses of the Product to include Therapeutic Use in the Non-US Territory. Evolus may exercise this option by written notice to DAEWOONG during the Option Period, along with payment within [***] of such notice, of an option exercise fee of [***].
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Non-US Territory a. During the Non-U.S. Option Period, Momenta shall provide a Non-Injectable or Improved Enoxaparin Notice under Section 3.3.1 to the Sandoz Parties if Momenta has a bona fide present intent to begin detailed negotiations regarding key terms or enter into any contract, agreement, term sheet, understanding or arrangement (verbal or written) with a Commercial Third Party at such time with respect to a Non-Injectable or Improved Enoxaparin Opportunity in the Non-U.S. Territory, and the provisions of Section 3.3.1 shall apply mutatis mutandis with respect to the Non-U.S. Territory. b. During the Initial Non-U.S. Territory Negotiation Period, if any, and during the term of the Non-U.S. Territory Agreement, Momenta shall provide a Non-Injectable or Improved Enoxaparin Notice under Section 3.3.1 to the Sandoz Parties if Momenta has a bona fide present intent to begin detailed negotiations regarding key terms or enter into any contract, agreement, term sheet, understanding or arrangement (verbal or written) with a Commercial Third Party at such time with respect to a Non-Injectable or Improved Enoxaparin Opportunity in the portion of the Non-U.S. Territory for which a Sandoz Party has exercised the Non-U.S. Option or executed the Non-U.S. Territory Agreement, as applicable, and the provisions of Section 3.3.1 shall apply with respect to such countries. c. Notwithstanding the provisions of Sections 3.3.2(a) and 3.3.2(b), (i) if neither Sandoz Party indicates during the Non-U.S. Option Period that it is interested in exercising the Non-U.S. Option or the Sandoz Parties indicate in writing during the Non-U.S. Option Period that they have no interest in exercising the Non-U.S. Option, Momenta shall have no further obligations to the Sandoz Parties or their Affiliates with respect to the Non-Injectable or Improved Enoxaparin Opportunity in the Non-U.S. Territory; (ii) Momenta shall not be obligated to enter into definitive agreements with a Sandoz Party with respect to a Non-Injectable or Improved Enoxaparin Opportunity in the Non-U.S. Territory unless and until Momenta and a Sandoz Party have entered into the Non-U.S. Territory Agreement; provided, however, that the negotiation period for any such Non-Injectable or Improved Enoxaparin Opportunity in the Non-U.S. Territory shall be tolled without penalty during the Non-U.S. Option Period and the Initial Non-U.S. Territory Negotiation Period; (iii) if a Sandoz Party exercises the Non-U.S. Option but Momenta and such San...
Sample 1

Related to Non-US Territory

  • Territory 33.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC in the State. CenturyLink shall be obligated to provide services under this Agreement only within this territory. 33.2 Notwithstanding any other provision of this Agreement, CenturyLink may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 6.7 of this Agreement.

  • 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.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • 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.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

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

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Combination Product The term “

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!