OTC Product Sample Clauses

OTC Product. OTC Product" shall mean: (a) within the United States, any and all over-the-counter pharmaceutical products (including Combination Products) comprising Compound as an active ingredient; and (b) outside the United States, any and all products (including combination products) comprising Compound as an active ingredient and of which the legal status is a non-prescription medicine.
Sample 1
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OTC Product. If at any time during the Term the JSC determines in good faith that it is reasonably likely that an OTC Product could be (i) manufactured under a commercially viable manufacturing process and (ii) sold in compliance with applicable law then Warner shall notify NexMed within ninety (90) days of such determination if it intends to Develop and commercialize such OTC Product (such notice, the “OTC Commercialization Notice”). Following delivery of the OTC Commercialization Notice, Warner shall use Commercially Reasonable Efforts to Develop and commercialize the OTC Product as promptly as practicable. Notwithstanding the foregoing, if Warner fails to provide the OTC Commercialization Notice within the period described in this Section 2.7, the rights granted to Warner to Develop and commercialize the OTC Product in the Field and in the Territory under this Agreement shall revert to NexMed and NexMed shall thereafter have the unencumbered right to grant one or more Third Parties the right to develop and commercialize the OTC Product.
Sample 1
OTC Product. If at any time during the Term, Warner determines in good faith that it is reasonably likely that an OTC Product could be (i) manufactured under a commercially viable manufacturing process and (ii) sold in compliance with Applicable Law, then Warner shall notify NexMed within ninety (90) days of such determination whether it intends to Develop and commercialize such OTC Product (such notice, the “OTC Commercialization Notice”). Following delivery of an OTC Commercialization Notice reflecting Warner’s intent to Develop and commercialize an OTC Product, the parties shall promptly determine in good faith the fair market value of such OTC Product and Warner shall promptly pay to NexMed an amount equal to such fair market value; provided that if the Parties cannot agree on such fair market value, an independent valuation expert reasonably acceptable to both Parties shall be retained to determine such value. Notwithstanding the foregoing, if Warner fails to provide the OTC Commercialization Notice within the period described in this Section 2.05 or such notice reflects a determination not to Develop and Commercialize the OTC Product, the rights granted to Warner to Develop and commercialize the OTC Product in the Field and in the Territory under this Agreement shall revert to NexMed and NexMed shall thereafter have the unencumbered right to grant one or more Third Parties the right to Develop and commercialize the OTC Product (it being understood that nothing in this Section 2.05 shall in any way limit the rights granted to Warner pursuant to Section 2.01 with respect to any prescription pharmaceutical product included in the Licensed Products).
Sample 1
OTC Product. During the period January 1, 2005 through December 31, 2006, Purchaser shall purchase an aggregate of at least ** units of the OTC Product. For purposes of this Section 4.2 and Section 5, the number of units shall be determined by the number of canisters purchased and a unit of the OTC Product shall be defined as a 110 ml. canister filled with 80 ml. of refrigerant and a 12-count set of 5 mm. foam tip applicators (which number may vary from time to time based on customer needs), manufactured, assembled and packaged in accordance with the OTC Product Specifications and the Original Agreement for distribution by Purchaser in the United States and Canada.
Sample 1
OTC Product. The Parties have agreed to conduct preclinical development of OTC Product pursuant to the OTC Preclinical Development Plan, which allocates responsibility for preclinical development activities for OTC Product between the Parties. Thereafter, Arcturus will be responsible for IND filing for an OTC Product and will be the sponsor of clinical trials of such OTC Product.
Sample 1

Related to OTC Product

  • 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.

  • Combination Product The term “

  • 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.

  • Product The term “

  • 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.

  • 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.

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

  • Product Marking LICENSEE agrees to xxxx the LICENSED PRODUCTs sold in the United States with all applicable United States patent numbers. All LICENSED PRODUCTs shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practices of the country of manufacture or sale.

  • 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.

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