Noven's Commitment Regarding Additional Products Sample Clauses

Noven's Commitment Regarding Additional Products. Following receipt of the Up-Front Payment of Eight Million Dollars ($8,000,000) pursuant to Section 6.01 above, Noven hereby commits to allocate One Million Five Hundred Thousand Dollars ($1,500,000) to the evaluation of, and the conduct of feasibility studies for, *** compounds identified by Endo, and mutually agreed by the parties, as candidates for transdermal delivery. Noven will not unreasonably reject a candidate proposed by Endo. The first such compound is identified in Exhibit C. Endo will nominate the additional *** candidates by July 1, 2004, xxx xxe additional agreed nominees will be added to Exhibit C by amendment upon mutual agreement of the
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Noven's Commitment Regarding Additional Products. Following receipt of the Up-Front Payment of Eight Million Dollars ($8,000,000) pursuant to Section 6.01 above, Noven hereby commits to allocate One Million Five Hundred Thousand Dollars ($1,500,000) to the evaluation of, and the conduct of feasibility studies for, ***compounds identified by Endo, and mutually agreed by the parties, as candidates for transdermal delivery. Noven will not unreasonably reject a candidate proposed by Endo. The first such compound is identified in Exhibit X. Xxxx will nominate the additional ***candidates by July 1, 2004, and the additional agreed nominees will be added to Exhibit C by amendment upon mutual agreement of the parties. Once a compound has been added to Exhibit C, Endo and Noven shall work exclusively with each other to develop that compound for transdermal delivery. Noven will conduct the EXECUTION COPY evaluation and feasibility studies pursuant to the Evaluation Plan which will be mutually agreed to between the Parties and set forth in Exhibit D and Noven will use reasonable efforts to provide the deliverables described therein to Endo by December 31, 2004. Endo will establish criteria for determining whether the Additional Products thereafter progress into pilot clinical development. The parties may mutually agree to substitute candidates for development at any time, but there shall be no obligation to substitute a new candidate in place of a candidate that has failed the feasibility studies.
Sample 1
Noven's Commitment Regarding Additional Products. Following receipt of the Up-Front Payment of Eight Million Dollars ($8,000,000) pursuant to Section 6.01 above, Noven hereby commits to allocate One Million Five Hundred Thousand Dollars ($1,500,000) to the evaluation of, and the conduct of feasibility studies for, *** compounds identified by Endo, and mutually agreed by the parties, as candidates for transdermal delivery. Noven will not unreasonably reject a candidate proposed by Endo. The first such compound is identified in Exhibit C. Endo will nominate the additional *** candidates by July 1, 2004, xxx xxe additional agreed nominees will be added to Exhibit C by Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. amendment upon mutual agreement of the parties. Once a compound has been added to Exhibit C, Endo and Noven shall work exclusively with each other to develop that compound for transdermal delivery. Noven will conduct the evaluation and feasibility studies pursuant to the Evaluation Plan which will be mutually agreed to between the Parties and set forth in Exhibit D and Noven will use reasonable efforts to provide the deliverables described therein to Endo by December 31, 2004. Endo will establish criteria for determining whether the Additional Products thereafter progress into pilot clinical development. The parties may mutually agree to substitute candidates for development at any time, but there shall be no obligation to substitute a new candidate in place of a candidate that has failed the feasibility studies.
Sample 1

Related to Noven's Commitment Regarding Additional Products

  • Additional Products Throughout the Term, Rockwell shall provide to DaVita and the DaVita Facilities the right to purchase and/or lease all current or new products manufactured, utilized, licensed, sold or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for any such Additional Products shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1.

  • Amendment, Etc. of Material Contracts Cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would impair in any material respect the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise adversely affect in any material respect the interest or rights, if any, of any Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing, in each case in a manner that could reasonably be expected to have a Material Adverse Effect, in each case taking into account the effect of any agreements that supplement or serve to substitute for, in whole or in part, such Material Contract.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Supply Agreement Buyer shall have executed and delivered the Supply Agreement to the Company.

  • Borrower Products Except as described on Schedule 5.11, no Intellectual Property owned by Borrower or Borrower Product has been or is subject to any actual or, to the knowledge of Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner Borrower’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. Neither Borrower’s use of its Intellectual Property nor the production and sale of Borrower Products infringes the Intellectual Property or other rights of others.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

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