Optioned Licensed Products Sample Clauses

Optioned Licensed Products. 6.3.1.Responsibility, Cost and Diligence. Novartis will be solely responsible for all Commercialization activities relating to Optioned Licensed Products in the Field in the Novartis Territory; provided that Xencor shall have the right to co-detail Optioned Licensed Products in the U.S. in accordance with Section 6.3.2. Xencor will be responsible for 50% of all Commercialization Costs and costs of Medical Affairs Activities in the United States and Novartis will be responsible for 50% of all Commercialization Costs and costs of Medical Affairs Activities in the United States and 100% of the Commercialization Costs and costs of Medical Affairs Activities in the remainder of the Novartis Territory, in each case for the Commercialization of all Optioned Licensed Antibodies or Optioned Licensed Products. For clarity, Commercialization Costs and costs of Medical Affairs Activities in the United States will be reconciled and paid in accordance with the procedure described in Section 10.3. Novartis will use Commercially Reasonable Efforts to (a) Commercialize each Optioned Licensed Product for which Novartis has obtained Regulatory Approval (including where required by Law to Commercialize the Optioned Licensed Product, Pricing Approval) within the Novartis Territory, and (b) perform all Commercialization activities for Optioned Licensed Products in accordance with the OLP Commercialization Plan.
Sample 1
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Optioned Licensed Products. Novartis will make the following Developmental Milestone Payments to Xencor upon the first achievement of the corresponding Developmental Milestone Event for the Optioned Target Pair: Developmental Milestone Event Developmental Milestone Payment [...***...] $[...***...] [...***...] $[...***...] [...***...] $[...***...] [...***...] $[...***...] [...***...] $[...***...] [...***...] $[...***...] [...***...] $[...***...] [...***...] $[...***...] [...***...] $[...***...] Total potential Development and Regulatory Milestone Payments for Optioned Target Pair $[...***...]
Sample 1
Optioned Licensed Products. Novartis will make the following Sales Milestone Payments to Xencor upon achievement of the corresponding Sales Milestone Event for the Optioned Licensed Products for the Optioned Target Pair: Annual Net Sales in a Given Calendar Year for all Optioned Licensed Products for the Optioned Target Pair Sales Milestone Payment $[...***...] $[...***...] -95- ***Confidential Treatment Requested $[...***...] $[...***...] $[...***...] $[...***...] Total potential Sales Milestone Payments for the Optioned Target Pair $[...***...]
Sample 1
Optioned Licensed Products. Subject to Section 10.6.1.2, Novartis will pay to Xencor royalties on an Optioned Licensed Product-by-Optioned Licensed Product basis on Annual Net Sales in the Novartis Territory other than the U.S. for each Optioned Licensed Product at the royalty rates set forth below. Annual Net Sales Royalty Rate Portion up to and including $[...***...] [...***...]% Portion greater than $[...***...] up to and including $[...***...] [...***...]% Portion greater than $[...***...] [...***...]% The applicable royalty will be calculated by reference to the Annual Net Sales of each Optioned Licensed Product in the Novartis Territory outside the U.S. See Exhibit E for an example of such calculation.
Sample 1

Related to Optioned Licensed 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.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • 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.

  • Sublicensee The term “Sublicensee” shall mean any third party to whom Licensee grants a sublicense or similar rights with respect to the rights conferred upon Licensee under this Agreement, as contemplated by Section 2.3. In addition, “Sublicensee” shall include any and all further third party Sublicensees that may be permitted under Section 2.3.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • Licensed Territory Worldwide NIH Patent License Agreement—Exclusive APPENDIX C – ROYALTIES Royalties:

  • Manufacture of Product Prior to commercialization of the Product, the Parties may, if appropriate for both parties, negotiate in good faith a manufacturing and supply agreement to provide for Licensor to fulfill the manufacturing requirements of Licensee for Product for sale in the European market. The cost of such manufacturing shall not be greater than * percent (*%) of the cost of any competitor cGMP contract manufacturing facility that proposes to manufacturer the Product for Licensee. * Confidential information has been omitted and filed confidentially with the Securities and Exchange Commission.

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

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

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

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