PAYMENT OF DEVELOPMENT EXPENSES, PURCHASE OF PRODUCT AND LIMITATION OF AGREEMENT Sample Clauses

PAYMENT OF DEVELOPMENT EXPENSES, PURCHASE OF PRODUCT AND LIMITATION OF AGREEMENT. 3.1 Payment of Device Development Costs. Except as otherwise set forth in Section 3.3, all Device Development Costs incurred by either Party pursuant to the Device Development Plan or otherwise approved by the Parties shall be shared equally by the Parties, except that Lilly shall bear eighty percent (80%) of the incremental Device Development Costs for development of Devices in the Territory outside the U.S. and Amylin shall pay twenty percent (20%) of the incremental Device Development Costs. It shall be presumed that the Device Development Costs are for the U.S., unless (i) the incremental change is specifically required by a Territory outside the U.S., and (ii) the incremental change will not benefit the U.S. If Amylin believes that the incremental Device Development Costs relating to the change substantially outweighs the benefit of such change to the U.S. market, Amylin shall have the right to submit its concerns to the Committee for discussion and resolution. If the parties are unable to determine whether the Device Development Costs are for the U.S. or outside the U.S. (“O.U.S.”), then such Device Development Costs shall be deemed […***…] U.S. Device Development Costs and […***…] O.U.S.
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PAYMENT OF DEVELOPMENT EXPENSES, PURCHASE OF PRODUCT AND LIMITATION OF AGREEMENT 
Sample 1

Related to PAYMENT OF DEVELOPMENT EXPENSES, PURCHASE OF PRODUCT AND LIMITATION OF AGREEMENT

  • Application to Master Agreement For the avoidance of doubt, Clause 21.5 does not apply in respect of sums due from the Borrower to the Swap Bank under or in connection with the Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of the Master Agreement shall apply.

  • Term of Master Agreement Section 10.1 is replaced in its entirety, as follows:

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • Indemnity for Underlying Sales and Supplemental Agreements Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegations of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • Operation of Agreement This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.

  • Promotion of Agreement It is agreed that Vendor will encourage all eligible entities to purchase from the TIPS Program. Encouraging entities to purchase directly from the Vendor and not through TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program.

  • Application of this Revenue Sharing Agreement to Notes The terms of this Revenue Sharing Agreement shall apply to each Note as if the terms of this Revenue Sharing Agreement were fully set forth in each Note.

  • Implementation of Agreement Each Party must promptly execute all documents and do all such acts and things as is necessary or desirable to implement and give full effect to the provisions of this Agreement.

  • Performance of Agreement Seller and its Affiliates shall have performed in all material respects all of their covenants, agreements and obligations required by this Agreement to be performed or complied with by them prior to or upon the Closing.

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