PROFIT-SHARING PRODUCTS Sample Clauses

PROFIT-SHARING PRODUCTS. With respect to Profit-Sharing Products, each Party shall be entitled to grant sublicenses of its rights under Section 7.1.1 (and licenses under any Joint Collaboration IP) in connection with its activities under a Program Workplan or Commercialization Plan to academic collaborators, and contract service organizations, that in each case are approved by the JSC in accordance with Section 2.6 to perform its obligations under such Program Workplan or Commercialization Plan.
Sample 1
AutoNDA by SimpleDocs
PROFIT-SHARING PRODUCTS. MERCK shall make the non-refundable, non-creditable milestone payments to ALNYLAM set forth below no later than [**] calendar days after the earliest date on which the corresponding milestone event has been achieved with respect to the first Profit-Sharing Product in each Program to achieve such milestone event. MILESTONE EVENT PAYMENT --------------- ------- Initiation of IND-Enabling GLP Toxicology Studies $[**] Submission of IND $[**]
Sample 1
PROFIT-SHARING PRODUCTS. If the Development, Manufacture or Commercialization of a Profit-Sharing Product by a Party in accordance with this Agreement infringes Necessary Third Party IP then: (a) The amount of any portions of milestones or other payments paid by either Party under all In-Licenses of such Necessary Third Party IP that are reasonably allocable to the Development of the Profit-Sharing Product in the Field (i) in the United States, shall be included in the U.S. Development Expenses for such Profit-Sharing Product and shared by the Parties pursuant to Section 2.11, and (ii) in the Territory outside the United States, shall be borne by MERCK. (b) The amount of any royalties and any portions of milestones or other payments paid by either Party under all In-Licenses of such Necessary Third Party IP that are reasonably allocable to the Commercialization or Manufacture of the Profit-Sharing Product in or for the United States in the Field, shall be Commercialization Expenses for purposes of calculating U.S. Operating Profit/Loss for such Profit-Sharing Product pursuant to Section 8.2. (c) The applicable royalties in each country in the Territory outside the United States payable by MERCK to ALNYLAM pursuant to Section 8.3.1 will be (i) reduced by [**] percent ([**]%) of the amount paid by MERCK and (ii) increased by [**] percent ([**]%) of the amount paid by ALNYLAM, in each case, of any royalties and any portions of milestones or other payments under all In-Licenses of such Necessary Third Party IP that are reasonably allocable to the Commercialization or Manufacture of the Profit-Sharing Product in or for such country in the Field; provided, however, that, on a country-by-country basis, in no event shall the royalties payable to ALNYLAM with respect to Net Sales in a country for any Calendar Quarter be reduced below the greater of (x) [**]percent ([**]%) of the royalties otherwise payable by MERCK to ALNYLAM for such Calendar Quarter as calculated pursuant to Section 8.3.1 or (y) the amount of any royalties and any portions of milestones or other payments under the Existing ALNYLAM In-Licenses that are reasonably allocable to the Commercialization or Manufacture of the Profit-Sharing Product in or for such country in the Field.
Sample 1
PROFIT-SHARING PRODUCTS. Any Infringement Claim brought against either Party or its Affiliates or Sublicensees arising out of the Development, Manufacture or Commercialization of any Profit-Sharing Product in the Field in the Territory, shall be defended by MERCK if it so desires; provided, however, that ALNYLAM shall defend any such Infringement Claim relating to Broad RNAi Technology, if it so desires. All litigation costs and expenses incurred by the Defending Party (defined below) in connection with such Infringement Claim, and all damages, payments and other amounts awarded against, or payable by, either Party under any settlement with such Third Party (a) with respect to the United States (i) prior to the First Commercial Sale of the Profit-Sharing Product in the United States, shall be U.S. Development Expenses for such Profit-Sharing Product as set forth in Section 3.9 and (ii) after the First Commercial Sale of the Profit-Sharing Product in the United States, shall be Commercialization Expenses for purposes of calculating U.S. Operating Profit/Loss in respect of such Profit-Sharing Product pursuant to Section 9.3, and (b) with respect to the Territory outside the United States, shall be borne by MERCK.
Sample 1

Related to PROFIT-SHARING PRODUCTS

  • Profit Sharing Plan Under the Northrim BanCorp, Inc. Profit Sharing Plan (the “Plan”), Executive shall be eligible to receive an annual profit share based on performance as defined by the Board of Directors. Executive will be classified in the Executive tier under the Plan’s Responsibility Factors. If Employer is required to prepare an accounting restatement due to “material noncompliance of the Employer,” the Employer will recover from the Executive any incentive compensation during the three (3) years prior to the date of the restatement, in excess of what would have been paid under the restatement. Executive’s signature on this Agreement authorizes Employer to offset or deduct from any compensation Employer may owe Executive, any excess payments (in whole or in part) that Executive may owe Employer due to such restatement(s).

  • Profit Sharing Profit sharing, bonuses, or other similar compensation of any kind paid by CM/GC to its employees.

  • Savings Plan Executive will be eligible to enroll and participate, and be immediately vested in, all Company savings and retirement plans, including any 401(k) plans, as are available from time to time to other key executive employees.

  • Savings Plans Employee shall be entitled to participate in Employer’s 401(k) plan, or other retirement or savings plans as are made available to Employer’s other executives and officers and on the same terms which are available to Employer’s other executives and officers.

  • SAVINGS/FORCE MAJEURE A force majeure occurrence is an event or effect that cannot be reasonably anticipated or controlled. Force majeure includes, but is not limited to, acts of God, acts of war, acts of public enemies, strikes, fires, explosions, actions of the elements, floods, or other similar causes beyond the control of the Contractor or the Commissioner in the performance of the Contract which non- performance, by exercise of reasonable diligence, cannot be prevented. Contractor shall provide the Commissioner with written notice of any force majeure occurrence as soon as the delay is known. Neither the Contractor nor the Commissioner shall be liable to the other for any delay in or failure of performance under the Contract due to a force majeure occurrence. Any such delay in or failure of performance shall not constitute default or give rise to any liability for damages. The existence of such causes of such delay or failure shall extend the period for performance to such extent as determined by the Contractor and the Commissioner to be necessary to enable complete performance by the Contractor if reasonable diligence is exercised after the cause of delay or failure has been removed. Notwithstanding the above, at the discretion of the Commissioner where the delay or failure will significantly impair the value of the Contract to the State or to Authorized Users, the Commissioner may: a. Accept allocated performance or deliveries from the Contractor. The Contractor, however, hereby agrees to grant preferential treatment to Authorized Users with respect to Product subjected to allocation; and/or b. Purchase from other sources (without recourse to and by the Contractor for the costs and expenses thereof) to replace all or part of the Products which are the subject of the delay, which purchases may be deducted from the Contract quantities without penalty or liability to the State; or c. Terminate the Contract or the portion thereof which is subject to delays, and thereby discharge any unexecuted portion of the Contract or the relative part thereof.

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Health Care Savings Plan As provided in this Agreement, eligible ASF Members will participate in the health care savings plan (HCSP) established under Minnesota Statute 352.98, and as administered by the Plan Administrator. The Employer is responsible only for transferring funds, as specified in this agreement, to the Plan Administrator. Subd. 1. All ASF Members who receive severance pay as defined in Section A of this article must participate in the health care savings plan. Subd. 2. All severance pay as defined in Section B of this article shall be transferred to the severed employee's health care savings plan account. At the time of separation, if an ASF Member has an approved exception to participation in the health care savings plan account from the plan administrator, then the ASF Member shall receive this payment in one lump sum payment of cash.

  • Retirement Plans (a) In connection with the individual retirement accounts, simplified employee pension plans, rollover individual retirement plans, educational IRAs and XXXX individual retirement accounts (“XXX Plans”), 403(b) Plans and money purchase and profit sharing plans (“Qualified Plans”) (collectively, the “Retirement Plans”) within the meaning of Section 408 of the Internal Revenue Code of 1986, as amended (the “Code”) sponsored by a Fund for which contributions of the Fund’s shareholders (the “Participants”) are invested solely in Shares of the Fund, Transfer Agent shall provide the following administrative services: (i) Establish a record of types and reasons for distributions (i.e., attainment of eligible withdrawal age, disability, death, return of excess contributions, etc.); (ii) Record method of distribution requested and/or made; (iii) Receive and process designation of beneficiary forms requests; (iv) Examine and process requests for direct transfers between custodians/trustees, transfer and pay over to the successor assets in the account and records pertaining thereto as requested; (v) Prepare any annual reports or returns required to be prepared and/or filed by a custodian of a Retirement Plan, including, but not limited to, an annual fair market value report, Forms 1099R and 5498; and file same with the IRS and provide same to Participant/Beneficiary, as applicable; and (vi) Perform applicable federal withholding and send Participants/Beneficiaries an annual TEFRA notice regarding required federal tax withholding. (b) Transfer Agent shall arrange for PFPC Trust Company to serve as custodian for the Retirement Plans sponsored by a Fund. (c) With respect to the Retirement Plans, Transfer Agent shall provide each Fund with the associated Retirement Plan documents for use by the Fund and Transfer Agent shall be responsible for the maintenance of such documents in compliance with all applicable provisions of the Code and the regulations promulgated thereunder.

  • Multi-Year Planning The CAPS will be in a form acceptable to the LHIN and may be required to incorporate (1) prudent multi-year financial forecasts; (2) plans for the achievement of performance targets; and (3) realistic risk management strategies. It will be aligned with the LHIN’s then current Integrated Health Service Plan and will reflect local LHIN priorities and initiatives. If the LHIN has provided multi-year planning targets for the HSP, the CAPS will reflect the planning targets.

  • Incentive Programs During the Term of Employment, the ------------------ Executive shall be entitled to participate in any annual and long-term incentive programs adopted by the Company and which cover employees in positions comparable to that of the Executive.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!