NON-USA TERRITORY Sample Clauses

NON-USA TERRITORY. The JCC will select the TRADEMARK(S) for marketing the PRODUCT in the NON-USA TERRITORY. In the event that the TRADEMARK(S) selected for use in the NON-USA TERRITORY is one which was identified by SB to Coulxxx xxxor to the Effective Date as having already undergone searching by SB, such TRADEMARK(S) shall be owned by SB ("SB Trademarks"). At the termination of this Agreement, SB shall continue to have unrestricted ownership of SB Trademarks throughout the NON-USA TERRITORY. In the event that the TRADEMARK(S) selected for use in the NON-USA TERRITORY is not such an SB Trademark, such TRADEMARK(S) shall be owned by Coulxxx ("Xoulxxx Xxxdemarks"). At the termination of this Agreement, Coulxxx xxxll continue to have unrestricted ownership of such Coulxxx Xxxdemarks throughout the TERRITORY, subject to SB's right to own such TRADEMARK in TERRITORY B and TERRITORY C after the expiration of the Agreement as provided in Section 13.1.
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NON-USA TERRITORY. Coulxxx xxxeby agrees to grant to SB an exclusive, royalty-free license to use the Coulxxx Xxxdemark(s) (as defined in Section 10.1.2) for the making, use, sale, offer for sale and importation of the PRODUCT in the NON-USA TERRITORY for the term of the Agreement, subject to the use by Coulxxx xx the Coulxxx Xxxdemark for any purpose related to Coulxxx'x xxxply obligations under this Agreement related to the PRODUCT in the NON-USA TERRITORY for the term of the Agreement. Such license shall be granted promptly after each Coulxxx Xxxdemark is selected in accordance with Section
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NON-USA TERRITORY. (i) Initially, Coulxxx xxxl be the lead Party for implementation of the DEVELOPMENT conducted in the NON-USA TERRITORY, subject to the terms of this Section 3.2.4 and consistent with the terms of this Agreement, the then current JOINT DEVELOPMENT PLAN and any prior direction provided by the JDC. Such DEVELOPMENT work shall include without limitation, PLANNED CLINICAL TRIALS and Cross-Territory Trials (as defined in Section 3.2.3) that are approved in the then current JOINT DEVELOPMENT PLAN. SB will provide [*] FTE assistance to Coulxxx xx performing clinical trials or other Development work in the NON-USA TERRITORY as identified in the JOINT DEVELOPMENT PLAN and agreed by the JDC. Except [*], all FTE support provided by SB in connection with DEVELOPMENT in the NON-USA TERRITORY shall be provided at [*] expense, [*]. Coulxxx xxxll not be responsible for delays in DEVELOPMENT in the NON-USA TERRITORY arising from [*] in the NON-USA TERRITORY in accordance with the then current JOINT DEVELOPMENT PLAN. (ii) [*], SB will become the lead Party for implementation of the DEVELOPMENT conducted in the NON-USA TERRITORY consistent with the terms of this Agreement, the then current JOINT DEVELOPMENT PLAN and any direction provided by the JDC, [*] for the [*]. If SB assumes the role of lead Party for DEVELOPMENT in the NON-USA Territory [*], SB shall [*] the [*], on the [*] with respect to [*]. (iii) At all times, regardless of which Party is the lead Party for implementation of the DEVELOPMENT in the NON-USA TERRITORY, SB shall be responsible for all regulatory work in the NON-USA TERRITORY, including without limitation obtaining necessary approvals for all clinical trial protocols, reporting on adverse events (subject to Section 7.6) and managing other communications with regulatory authorities. In addition, SB shall be at all times responsible for all Non-USA Territory Trials (as defined in Section 3.2.3). Coulxxx xxxl provide assistance to SB as reasonably requested by SB in conducting such Non-USA Territory Trials and [*] and [*]. SB shall inform the JDC of any significant decisions made by SB or its permitted sublicensees regarding implementation of the then current JOINT DEVELOPMENT PLAN relating to the NON-USA TERRITORY sufficiently in advance of such implementation to enable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANG...
Sample 1
NON-USA TERRITORY. SB shall, at its sole expense, create, search, prosecute, register, and maintain all SB Trademarks developed for the purposes of this Agreement that will be used in the NON-USA TERRITORY. SB will further defend such SB Trademarks against any infringement and other claims made by THIRD PARTIES in the NON-USA TERRITORY. Coulxxx xxxll, at its sole expense, create, search, prosecute, register, and maintain all Coulxxx Xxxdemarks developed for the purposes of this Agreement that will be used in the NON-USA TERRITORY. Coulxxx xxxl further defend such Coulxxx Xxxdemarks against any infringement and other claims made by THIRD PARTIES in the NON-USA TERRITORY.
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Related to NON-USA 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.

  • 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.

  • 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.

  • 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.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

  • 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.

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).

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

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