PRODUCT SALES, MARKETING AND DEVELOPMENT Sample Clauses

PRODUCT SALES, MARKETING AND DEVELOPMENT. From and after the Closing Date, Buyer shall use commercially reasonable efforts to develop, market, promote, commercialize and sell the Imagent Products, which efforts shall include the allocation of efforts and resources consistent with the resources allocated by Buyer to the development, marketing, promotion, commercialization and sale of other commercially available products of Buyer with comparable commercial opportunity in the marketplace; provided, however, that the obligations of Buyer under this paragraph shall not apply in the event that the Board of Directors of Buyer makes a good faith determination (the “Buyer’s Determination”) that it is not in the best interests of Buyer to allocate its efforts and resources towards the promotion of the Imagent Products based upon the actual or potential lack of commercial viability or opportunity of the Imagent Products or based upon the actual or potential commercial viability or opportunity of another product. In the event that the Buyer’s Determination is made, within ten (10) days thereafter Buyer shall make Seller a written offer (the “Buyer’s Offer”) to license Seller on an exclusive, perpetual and worldwide basis the right to manufacture, use, market and sell the Imagent Products in the imaging field (the “Imagent License”), pursuant to a license agreement on customary terms (excluding any minimum payment obligation or obligation to manufacture, use, market or sell, or to have manufactured, used, marketed or sold any Imagent Product) and otherwise in form and substance reasonably satisfactory to Buyer and Seller. The sole price payable by Seller for and under the Imagent License shall be the Earnout due, commencing as of the first applicable Earnout Period, which shall be (i) the Earnout Period during which the Imagent License is granted and (ii) deemed to be the First Earnout Period, provided that the first day thereof shall be the effective date of such license agreement, through the Last Earnout Period. If Seller wishes to accept the Buyer’s Offer, it shall notify the Buyer in writing of its acceptance within thirty (30) days after its receipt of Buyer’s Offer. Both parties agree to use commercially reasonable efforts to prepare, negotiate and execute such license agreement within sixty (60) days after Buyer’s receipt of Seller’s written acceptance; provided, however, that during the period from the Seller’s receipt of Buyer’s Offer to the end of such 60 day period (or the execution of such licens...

Related to PRODUCT SALES, MARKETING AND DEVELOPMENT

  • Research and Development (i) Advice and assistance in relation to research and development of Party B; (ii) Advice and assistance in strategic planning; and

  • Training and Development 3.1 Authorities will develop local 'Workforce Development Plans (see Part 4.8),' closely linked to their service delivery plans, which will provide the focus for the establishment of training and development priorities. Training and development should be designed to meet the corporate and service needs of authorities both current and in the future, taking into account the individual needs of employees. Local schemes on training and development should enable authorities to attain their strategic objectives through development of their employees. Training and development provisions should be shaped to local requirements and take account of the full range of learning methods. Such an approach should enable access to learning for all employees. The needs of part time employees and shift workers need particular consideration. 3.2 Employees attending or undertaking required training are entitled to payment of normal earnings; all prescribed fees and other relevant expenses arising. Employees are also entitled to paid leave for the purpose of sitting for required examinations. When attending training courses outside contracted daily hours, part-time employees should be paid on the same basis as full- time employees. (Assistance for other forms of learning, for example that directed at individual development, will be locally determined). Some training can be very expensive and authorities may require repayment of all or part of the costs incurred should an employee leave the authority before a reasonable time period has expired. The authority's policy in this regard should be made explicit. 3.3 Objectives for training and development programmes should include the following: • To enable Councils to attain their strategic objectives via investment in their employees. • To promote equity of access to learning. • To encourage employees to develop their skills and level of responsibility to the maximum of their individual potential. • To widen and modernise the skills profile of employees to maximise their versatility, employability and so, job security. • To enable employees to raise productivity, quality and customer service in pursuit of sustainable improvement 3.4 Authorities should establish local partnership arrangements, to include recognised trade unions, to develop their local workforce development plans. 3.5 The NJC endorses partnership provision such as the "Return to Learn" scheme. Authorities and the recognised trade unions shall encourage and support employees taking on the statutory Union Learning Representative (ULR) role. This will include agreeing facilities and paid release in accordance with statutory provisions. ULRs should be enabled to play a full part in promoting and implementing local training and development programmes.

  • Learning and Development 8.1 The Ministry is committed to creating a people management environment where the focus is on enhancing capability and supporting our people to build successful and rewarding careers. 8.2 This will enable the Ministry to meet the needs and expectations of stakeholders and continuously improve the quality of the service it provides by ensuring we have the capability and capacity needed to meet the expectations of New Zealanders in delivering first class justice services. 8.3 The Ministry will value and prioritise development – promoting and supporting learning as a constant for everyone. Career and personal development will be a strong focus within the Ministry. 8.4 We will endeavour to ensure that every employee has access to a range of development opportunities that ensure they have the skills needed to perform effectively in their role, and to develop new skills for future roles. People will take responsibility for their own learning and development, and will have the support and tools to enable them to do this. 8.5 The Ministry recognises that our managers and team leaders are critical to our success. 8.6 We will ensure they have the skills necessary to be successful in their roles, and encourage and support them in continually developing their leadership and management skills. 8.7 We will work to clearly define management structures and career paths, and focus on ensuring we have the management and leadership capability necessary to lead us into the future. 8.8 We will work in partnership with our managers and team leaders to identify development opportunities that contribute to their success as a leader and supporting their career aspirations. 8.9 To achieve this, the Ministry will develop a comprehensive range of learning and development opportunities for managers and team leaders.

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Promotion and Marketing For the purpose of promotion and marketing, the Borrower hereby authorizes and consents to the reproduction, disclosure and use by the Lenders and the Agent of its name, identifying logo and the Facilities. The Borrower acknowledges and agrees that the Lenders shall be entitled to determine, in their sole discretion, whether to use such information; that no compensation will be payable by the Lenders or the Agent in connection therewith; and that the Lenders and the Agent shall have no liability whatsoever to it or any of its employees, officers, directors, affiliates or shareholders in obtaining and using such information as contemplated herein.

  • Business Development Provide advice and assistance in business growth and development of Party B. 业务发展。对乙方的业务发展提供建议和协助。

  • Marketing and Promotion The School will be responsible for marketing and promoting the Sports Facilities in accordance with the agreed aims and targets. A marketing strategy will be prepared and implemented and reviewed on an annual basis.

  • Sales and Marketing Subdistributor shall market, promote, and solicit orders for the Products to prospective and existing Customers (excluding the Excluded Customers) consistent with good business practice and the highest professional standards in the industry, in each case using its best efforts to maximize Product sales volume in the Territory in accordance with Distributor’s Product marketing strategies, channel and pricing guidelines, and sales policies, and in a manner that reflects favorably at all times on the Products and the good name, goodwill, and reputation of Distributor;

  • Staff Development As part of their induction, new staff will be made aware of this policy and will be asked to ensure compliance with its procedures at all times.

  • Advertising and Marketing The Parties agree not to use the name of the other Party or make any reference to the other Party without the prior written consent of the other Party (which may be via email) in any advertising or marketing materials. Any proposed use of the name of a Party must be submitted in writing for agreement and prior approval. The Parties may elect to collaborate to prepare pre-approved marketing for the Aggregator or for the Competitive Supplier to utilize during the Term of this ESA without approval for each usage.