Product Sale Sample Clauses

Product Sale. Such goods, material, chattels, equipment, machinery, manufactured articles, merchandise, fixtures, products, appliances, plant and any other items as are listed on the attached Xxxx of Sale(s) shall be referred to as the “Product”. The Product may be referred to in the singular, whether it encompasses one or more things. Subject to the terms of this Agreement, Seller hereby donates the Product to Buyer for no compensation. Buyer agrees and acknowledges that if Seller were required to incur or assume the possible risk and cost of liability associated with the Product or Buyer’s acceptance, ownership or use of the Product, Seller would require payment of substantial funds in return for its conveyance of the Product to Buyer. Seller is not obligated to provide any delivery, installation, customization, training, support or maintenance of or for the Product.
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Product Sale. In no event shall the Buyer or any of its Affiliates effect any Product Sale to any Person, unless such Product Sale is to a Qualified Transferee and all of the following requirements are satisfied: (a) such Qualified Transferee in such Product Sale agrees in writing to be bound by, and assumes and succeeds to, all of the obligations of the Buyer under this Agreement with respect to all MRT Compounds, MRT Products, Transferred Intellectual Property and Derived Patents that are the subject of such Product Sale, and (b) prior to or simultaneously with the consummation of such Product Sale, (i) such Qualified Transferee delivers to the Seller an instrument of assumption, reasonably acceptable to the Seller, effecting the agreement, assumption and succession described in the foregoing clause (a), and (ii) the Buyer pays or causes to be paid to the Seller all Contingent Payments that have become due and payable under this Agreement prior to such consummation of such Product Sale. Following the consummation of any such Product Sale effected in accordance with this Section 1.12, the Buyer shall be secondarily liable for any obligations of the Qualified Transferee under this Agreement with respect to the MRT Compounds, MRT Products, Transferred Intellectual Property and Derived Patents that are the subject of such Product Sale (it being understood that the Buyer will remain primarily liable for any obligations of the Buyer (and the Buyer Rights Group) under this Agreement in connection with any sale, transfer or license that is not a Product Sale). Notwithstanding anything in this Agreement to the contrary, (x) any purported Product Sale in contravention of this Section 1.12 shall be null and void and the Buyer shall remain solely liable for all obligations of the Buyer under this Agreement with respect to all MRT Compounds, MRT Products, Transferred Intellectual Property and Derived Patents that are the subject of such purported Product Sale, (y) nothing in this Section 1.12 shall be construed to reduce, limit or otherwise modify any liability of the Buyer under this Agreement with respect to any conduct of any member of the Buyer Rights Group, other than following the consummation of a Product Sale to a Qualified Transferee in accordance with this Section 1.12, and (z) nothing in this Section 1.12 shall be construed to reduce, limit or otherwise modify any of the Seller’s rights or the Buyer’s obligations under Section 1.11(k).
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Product Sale. As of the Effective Date, Trading Partner hereby sells, transfers and assigns title to Ionic and Ionic hereby purchases and accepts title to the products set forth in Schedule 1.1 (the “Products”), subject only to the warranties set forth in Sections 3.1 and 3.2. The parties agree that the aggregate fair value of the Products as of the date of purchase is U.S. $80,000. A cash payment of $5.00 per unit of Product, or $20,000, assuming 4,000 units of Product, shall be payable to Trading Partner 10 business days after the 4,000 units of Product have been delivered to Ionic’s designated warehouse. Trading Partner shall furnish Ionic, without charge, as applicable, any inventory of catalog booklets, sheets and other sales promotional material in its possession or control that describes the Products.
Sample 1
Product Sale. Licensor shall have the right at any time after twelve ------------ (12) years from the date of the original Agreement to terminate the License and Licensor's obligations under this Agreement if Licensee, its Subsidiaries or its sublicensees have not by the time of such termination sold a therapeutic or vaccine Licensed Product into the United States market.
Sample 1
Product Sale. In no event shall the Purchaser or any of its Affiliates effect any Product Sale to any person, unless all of the following requirements are satisfied: (a) the transferee in such Product Sale agrees in writing to be bound by, and assumes and succeeds to, all of the obligations of the Purchaser set forth in Sections 1.02, 1.03 and 1.04, and (b) prior to or simultaneously with the consummation of such Product Sale, (i) such transferee delivers to the Sellers an instrument of assumption, reasonably acceptable to the Sellers, effecting the agreement, assumption and succession described in the foregoing clause (a), and (ii) the Purchaser pays or causes to be paid to Sellers all Milestone Payments and Contingent Payments that have become due and payable under this Agreement prior to such consummation of such Product Sale. Following the consummation of any such Product Sale, the Purchaser shall be jointly and severally liable for any obligations of the transferee under this Agreement with respect to the Products and Acquired Assets that are the subject of such Product Sale. Notwithstanding anything in this Agreement to the contrary, any purported Product Sale in contravention of this Section 1.05 shall be null and void.
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Product Sale. The Distributor shall offer the Company’s Products through lawful sales methods complying with all applicable laws, licenses and regulations.
Sample 1
Product Sale. When a consignment product is sold, our Point-of-Sale (POS) system will record the sale for that consignor. We only track sales based on consignor, individual products at the time of sale. At the end of each month, MCC runs a report for each consignor that shows the number of items sold and the dollar amounts for the sales. Based on this report and the commission rate for the consignor’s products, we issue a cheque to the consignor. We do our best to pay consignors around the 4th or 5th of the month. Monthly consignor payouts of less than $35 are currently made in cash. Cheque are left in the consignor’s file kept at the front desk.
Sample 1
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Product Sale. Total Quantity: 12,500 MT (+/-5%) Price: USD$ XXXX / MT CIF Contract Value: USD$ xxxxxxxxxxxxxxxxxxx CLAUSE 11 - BANKING INFORMATION: SELLER’S BANK Details: BANK: ADDRESS: HOLDER: . ACCOUNT Nº: SWIFT: TELEPHONE: Fax: BANK OFFICER Seller reserves the right of changing bank’s account notifying the Buyer within 72 Hours before L/C issuance. BUYER´S BANK Details: Bank Name: Address: City & Country: Initial Seller Initial Buyer Account Name: Account Nº: Swift: Bank Officer: Telephone: Facsimile: Bank E-mail: CONFIRMING BANK: Bank Name: Address: City & Country : Account # : Account Name : Swift : All confirming bank details to be incorporated in the LC prior to application of the LC by the buyer in his bank, Confirming bank should be a prime bank.
Sample 1
Product Sale. (a) All products provided pursuant to this Agreement are provided or performed on an "as is", “as available” basis, and the Customer's use of the Products are solely at its own risk. The service provider does not make, and hereby disclaims, (i) all express warranties with regard to the Products, including but not limited to any warranty that the Products provided hereunder will be uninterrupted, error-free, or completely secure (where relevant); and (ii) any and all implied warranties with regard to the Products, including the implied warranties of merchantability or satisfactory quality, fitness for a particular purpose and noninfringement of third party's intellectual property rights.
Sample 1

Related to Product Sale

  • 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.

  • 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 ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • Product Supply The Parties shall reasonably cooperate and assist each other in transferring ownership of Product drug product and/or Product drug substance (such material, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. collectively, the “Product Lots”) set forth in Exhibit A attached hereto as promptly as reasonably practicable following the Effective Date; provided, however, that neither Party shall be required to pay money to any Third Party, commence any litigation with, or offer or grant any accommodation (financial or otherwise) to any Third Party. Such Product Lots shall be delivered EXW (Ex Works) (Incoterms 2010) AMGEN, Thousand Oaks, California. Any expense for shipment shall be borne by AKERO (including any import or export duties or taxes). Subject to the terms of this Section 5.4 and Section 6.2 (Additional AMGEN Warranties), AMGEN transfers the Product Lots to AKERO “as is”, and makes no other representation to AKERO in connection therewith. The Parties have entered into a Quality Agreement substantially in the form attached hereto as Exhibit F, dated as of the date hereof, governing the quality of the Product Lots to be supplied pursuant to this Section 5.4. For the avoidance of doubt, Product Lots consisting of drug product as set forth in Exhibit A supplied pursuant to this Section 5.4 shall be labeled for their intended clinical use as set forth in Exhibit A and the labeling of any Product drug product manufactured after the Effective Date shall be the responsibility of AKERO. Except for the Licensed Materials and such Product Lots to be transferred to AKERO, AKERO shall be responsible for, and shall bear the cost of, obtaining (whether by manufacturing or causing to be manufactured) research, clinical and commercial supplies of the Product. From and after the Effective Date, AKERO shall be responsible for all costs and expenses in connection with the storage of, and any stability studies performed on, the Product Lots.

  • 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.

  • 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.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • 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.

  • Combination Product The term “

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