Pre-Launch Sample Clauses

Pre-Launch. Prior to commercial launch of PRODUCT in TERRITORY A, each Party will be allowed to allocate to the JOINT P&L calculated under Section 7.1.14 only OUT-OF-POCKET COSTS which are SALES COSTS, MARKETING COSTS, PATENT COSTS, TRADEMARK COSTS or OTHER OPERATING INCOME/EXPENSE, all subject to the prior approval of the JCC or in accordance with the then current JOINT MARKETING PLAN, except that Coulxxx xxxll also be allowed to allocate to the JOINT P&L an amount equal to [*] (i.e., [*]) for [*] the commercial launch of PRODUCT in TERRITORY A (such amount [*]), provided that such allocation shall not occur if the PRODUCT is not commercially launched in TERRITORY A, and such allocation shall be made only after the PRODUCT is commercially launched in TERRITORY A.
Sample 1
Pre-Launch. The Center will conduct a meeting (in-person or via telephone) with Ecology (and other members of the State Ocean Caucus?) to delineate expectations about the project scope, roles/responsibilities of the facilitation team, process design, and desired outcomes. The Center will also conduct a series of short phone interviews (or a short pre-meeting survey) with advisory body members and other affiliated parties to preview the issues, objectives, timelines and desired outcomes. The Center will use the information gathered to customize a process design, and prepare a draft meeting design and agenda for the advisory body and Ecology to discuss and modify during the first preparation meeting.
Sample 1
Pre-Launch. Prior to the Launch Date, USAA hereby agrees that it shall, in good faith and to the extent of its commercially reasonable abilities, market the USAA Auto Program to USAA Members, including in such a manner and through such channels and means as follows: (1) provide a prominent place within any and all USAA Member web sites to promote the USAA Auto Program, (2) offer the USAA Auto Program at the end of each online USAA automobile loan or lease application, as well as within the USAA call center as a USAA service available to USAA Members interested in purchasing an automobile, and (3) work with ZAG to determine what USAA marketing and publicity is reasonably needed and acceptable to USAA to further expand and grow the USAA Auto Program.
Sample 1
Pre-Launch. During the ‘Pre-Launch’ period you will be introduced to your Trading Team. These will be your additional points of contact throughout your time at Pontiac, supplementing the Sales Representative. After receiving a signed IO, we can go live in a minimum of 48 hours. Here are the things needed to go live: • Creatives (adhering to the specs sent on the IO/Proposal, and including the click through URL) o Ads sent our way must be uploaded and audited. This audit is conducted by our DSP and ensures branding matches the destination URL and is brand-safe. That process takes up to 48 hours. • Pixels (if applicable) o Pixels are pieces of code that will be added to your website. They are very light and do not slow down the loading of your page, but will fire when someone lands there, helping us to track the campaign. o Pixels will be created and provided to you by your Pontiac Trading Team. You will then need to place them on the relevant web pages as needed for campaign execution. o Segment pixels are placed on the homepage and utilized for remarketing. Your remarketing audience will not start growing until the pixel is placed and properly firing. Remarketing campaigns cannot go live until these pixels are confirmed to be placed and we see loads in our console. o Conversion pixels are placed on ‘Thank you’ pages and utilized to record the desired action, such as a purchase or a form fill-out. If conversion pixels are in play in the campaign, we cannot go live until these are confirmed to be placed and we see loads in our console. • Any other specific pieces to your campaign including custom audiences, site lists, etc. – aka if we’re onboarding data, we need the CRM list. These nuances will be discussed on a case-to-case basis and could potentially increase the lead time needed prior to launch. o Specifically, we recommend a two-week lead time when working with LiveRamp. • The Pontiac Trading Team and Sales Representative may schedule a kick-off call with you to ensure that all pieces have been collected, that your goals are clear and attainable, and to set a reporting cadence. This call should happen at least 48 hours prior to the launch of the campaign. If the campaign is a quick-start, the call will take place after the IO is signed if needed. • If you wish to pay on Net Terms, instead of Credit Card Daily or Credit Card Prepay, you will need to fill out the Credit Application in Appendix B. Note we need a minimum of 7 business days to process Credit Apps and if...
Sample 1
Pre-Launch. The parties will use best efforts to complete their respective obligations to provide the data elements (including collection and reporting of complete Quality Measures pursuant to Exhibit 5) required to complete a test Financial Reconciliation for 2015. No party will have any financial obligations to the other party based on the results of this test Financial Reconciliation for 2015.
Sample 1
Pre-Launch. In the event that a Third Party attacks the validity of any particular Kissei Patents or Biphasic Patents in any country of the Territory prior to the time that any Product is launched in any country of the Territory, BHV will use reasonable efforts to allow ISLT to provide input and comment on the conduct of the defense of such claim, and ISLT shall give all reasonable assistance (excluding financial assistance) to Kissei and BHV in connection with such defense. The Parties acknowledge that Kissei has the first right to control the suit and proceeding with respect to such pre-launch defense of Kissei Patents under the Kissei Agreement. In the event that BHV assumes control and defense of a claim in the Territory in accordance with the Kissei Agreement, BHV shall not agree to any settlement of the suit without the prior written consent of ISLT. BHV shall control any suit and proceeding with respect to such pre-launch defense of Biphasic Patents in the Territory, and BHV shall not agree to any settlement of the suit without the prior written consent of ISLT. In the event that neither Kissei nor BHV elects to assume control or defense of such a suit or claim with respect to the Kissei Patents in the Territory, BHV shall notify ISLT of that election within in a commercially reasonable time and, if ISLT so requests, contact Kissei and convey ISLT’s request to assume control or defense of such suit or claim with respect to the Kissei Patents. If Kissei approves such request, then ISLT, at its discretion, may assume control or defense of such claim. In the event that BHV elects not to assume control or defense of such a suit or claim with respect to the Biphasic Patents in the Territory, then ISLT, at its discretion, may assume control or defense of such claim. In the event that ISLT assumes control or defense of any action under this Section 12.4(a), ISLT will assume all responsibility, including financial responsibility for the legal action. BHV shall give all reasonable assistance (excluding financial assistance) to ISLT. BHV may be represented by counsel of its own selection in such legal action. ISLT shall reimburse BHV for reasonable costs and shall not agree to any settlement of the suit without the prior written consent of BHV.
Sample 1
Pre-Launch. Prior to commercial launch of PRODUCT in TERRITORY A, each Party will be allowed to allocate to the JOINT P&L calculated under Section 7.1.14 only OUT-OF-POCKET COSTS which are SALES COSTS, MARKETING COSTS, PATENT COSTS, TRADEMARK COSTS or OTHER OPERATING INCOME/EXPENSE, all subject to the prior approval of the JCC or in accordance with the then current JOINT MARKETING PLAN. In no event shall Xxxxxxx be permitted to allocate to the JOINT P&L any SALES EFFORT expenses for any personnel employed on a full-time or part-time basis by Xxxxxxx during the period preceding the commercial launch of PRODUCT in TERRITORY A."
Sample 1

Related to Pre-Launch

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Development Milestone Payments Pfizer shall make the payments set forth below within [**] days (or [**] days after [**] following the first occurrence of each event described below for a Licensed Product Covered by a Valid Claim that achieves such milestone (each event a “Development Milestone” and each payment a “Development Milestone Payment”). Development Milestone Development Milestone Payment [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]. The Development Milestone Payment in clause (2) of this Section 3.3 may become payable as set forth in Section 4.6. Whether or not the Development Milestone in clause (2) of this Section 3.3 is achieved, the Development Milestone Payment in clause (2) shall, pursuant to Section 4.6, in all cases become payable prior to the time the Development Milestone Payment in clause (3) of this Section 3.3 becomes payable. With respect to the Development Milestone in clause (3) of this Section 3.3, in the case of a [**] that is determined to have become [**], such Development Milestone, if achieved based on such [**], shall be achieved upon [**]; provided, however, if either [**], such Development Milestone shall be deemed to have been met on the date of such determination. With respect to the Development Milestone in clause (8) of this Section 3.3, such Development Milestone will be paid in [**], provided that if such Licensed Product [**]. (For the avoidance of doubt, all payment [**] that became payable prior to such [**] shall continue to be payable and there shall be [**] of the [**] Development Milestone Payment will be deemed to have been achieved and payable on [**], and will be paid by Pfizer within [**] days thereafter, until the earlier of [**]. For example, [**] of such Development Milestone, such Development Milestone Payment would be paid [**] of the Development Milestone [**]. For the avoidance of doubt: (a) except for (i) the Development Milestone Payment set forth in clause (6) of this Section 3.3 [**], (ii) the Development Milestone Payment set forth in clause (8) of this Section 3.3 [**] and (iii) the Development Milestone Payment set forth in clause (9) of this Section 3.3 [**], each Development Milestone Payment shall be payable only once upon achievement of the applicable Development Milestone and only on the first occurrence of the corresponding Development Milestone regardless of the number of Licensed Products and (b) satisfaction of a Development Milestone by an Affiliate or by a sublicensee or assignee of, or Third Party retained by, Pfizer or its Affiliates shall be deemed to have been satisfied by Pfizer for the purposes of this Section 3.3.

  • Required Regulatory Approvals (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

  • Milestone A principal event specified in the Contract Documents including the Material Completion and Occupancy Date and other events relating to an intermediate completion date or time.

  • Product Changes Vocera shall have the right, in its absolute discretion, without liability to End User, to update to provide new functionality or otherwise change the design of any Product or to discontinue the manufacture or sale of any Product. Vocera shall notify End User at least 90 days prior to the delivery of any Product which incorporates a change that adversely affects form, fit or function (“Material Change”). Vocera shall also notify End User at least 90 days prior to the discontinuance of manufacture of any Product. Notification will be made as soon as reasonably practical for changes associated with regulatory or health and safety issues.

  • Milestone Event Milestone Payment [***] [***]

  • Product Recall (a) If a recall is required by applicable Law, or if Buyer or Supplier reasonably determines that a recall is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by Law.

  • 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.

Most Referenced Clauses

Most Referenced Definitions