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...
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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.

  • 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 ‌ The County and the Association agree that the County retains full authority to determine training needs, resources that can be made available, and the method of payment for training authorized by the County. Nothing in this subsection shall preclude the right of an employee to request specific training.

  • Advertising and Marketing Except in so far as herein expressly provided, the Service Provider shall not make or issue any formal or informal announcement (with the exception of Stock Exchange announcements), advertisement or statement to the media in connection with this Agreement or otherwise disclose the existence of this Agreement or the subject matter thereof to any other person without the prior written consent of SARS.

  • Marketing Services The Manager shall provide advice and assistance in the marketing of the Vessels, including the identification of potential customers, identification of Vessels available for charter opportunities and preparation of bids.

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