Reserved Products Sample Clauses

Reserved Products. The provisions of this Section 3.5(b) shall apply with respect to any Product other than an Excluded Product (a “Reserved Product”) outside the Field in the Territory. Vical retains all rights, directly or indirectly through any Affiliate or Third Party, to research, develop, market, promote, distribute, offer for sale or sell, or grant any license or sublicense under the Vical Technology to research, develop, market, promote, distribute, offer for sale or sell, any Reserved Product outside the Field in the Territory, subject to this Section 3.5(b) (any such Reserved Product with respect to which Vical has retained rights, a “Vical Reserved Product”). Astellas may notify Vical in writing that it proposes to designate any Reserved Product as an “Astellas Reserved Product,” specifying whether such Reserved Product would contain a Compound alone, a Compound formulated with an adjuvant (identifying the adjuvant) or a Compound administered through a delivery system (identifying the delivery system). Astellas may provide such written request at any time after it or its Sublicensee has initiated good laboratory practices preclinical studies of such Reserved Product. The Reserved Product specified in such written notice from Astellas shall be deemed an Astellas Reserved Product unless Vical provides written notice to Astellas within thirty (30) days after Vical’s receipt of such written notice from Astellas that Vical has granted a license or similar rights with respect to such Product to a Third Party or has initiated good laboratory practices preclinical studies of such Reserved Product, in which case such Reserved Product shall not be an Astellas Reserved Product and shall remain a Vical Reserved Product. During the Term for so long as Astellas uses Commercially Reasonable Efforts to develop, manufacture and commercialize an Astellas Reserved Product, Vical shall not, directly or indirectly through any Affiliate or Third Party, market, promote, distribute, offer for sale or sell, or grant any license or sublicense under the Vical Technology to market, promote, distribute, offer for sale or sell, such Astellas Reserved Product outside the Field in the Territory.
Sample 1Sample 2
AutoNDA by SimpleDocs
Reserved Products. Products that have been made available to Buyer (or Buyer’s carrier) at Valeo’s facility pursuant to Valeo’s notice, but for which complete and irrevocable payment in full has not been received by Valeo, are “Reserved Products.” Reserved Products may not be altered, sold, leased, transferred, exchanged, disposed of, modified, processed, combined with or incorporated into any assembly or sub-assembly without Valeo’s advance written consent. To the fullest extent permitted by law, Buyer will not allow any lien (consensual or otherwise), security interest, claim, charge, condition, lien, or the like (“Encumbrances”) to be imposed on Reserved Products through Buyer or as a result of Buyer’s actions or inactions. If any Encumbrance of any nature is imposed on Reserved Products through or as a result of Buyer, Buyer will, to the fullest extent permitted by law, immediately take all actions necessary to promptly remove such Encumbrance. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER WAIVES ANY ENCUMBRANCE OR OTHER RIGHTS OR INTERESTS THAT BUYER HAS OR MIGHT OTHEWRISE HAVE OR ACUQIRE IN, OR WITH RESPECT TO, ANY OF THE RESERVED PRODUCTS.
Sample 1
Reserved Products. In order to encourage league or League-wide sponsorships, Franchisee agrees not to enter into team sponsorships after the date of this Agreement for soccer balls and team sponsorships that would conflict with potential USISL sponsorships for products identified by Franchisor after consultation with the Owners Committee and the Marketing/Public Relations Committee and listed in a notice to Franchisee by July 1 of each year (the "Reserved Products"). If the Franchisor does not enter into a league or League-wide sponsorship for any of the Reserved Products by January 1, Franchisor shall release such products and individual teams, including Franchisee, shall be entitled to enter into sponsorship agreements for such products for that year, subject to the provisions of this Section 4.7(b).
Sample 1
Reserved Products. Reserved Products" shall mean the products, and only the products, described in Exhibit "D" attached hereto and made a part hereof.
Sample 1

Related to Reserved Products

  • Additional Products Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.

  • 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.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Existing Products Except as set forth below, Contractor shall retain all rights, title and interest in Existing Products.

  • 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.

  • Recycled Products The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. References: 42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873 (More than $10,000)

  • Other Products If you ask, we will provide you with information on any other home equity products we offer.

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • Supply of Products ‌‌ 3.1 The Supplier warrants that the Products shall: (a) correspond with their description and any applicable Product Specification; (b) conform in all respects with the Order and any relevant sample; (c) be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Ornua, expressly or by implication, and in this respect Ornua relies on the Supplier's skill and judgement; (d) be manufactured by properly trained and qualified personnel using all reasonable skill, care and diligence and in a good and workmanlike manner;‌ (e) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for the period set out in the Product Specification or, if none is specified, for at least 12 months after delivery; (f) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products;‌ (g) comply with all relevant standards including any UK Standards, European Standards or International Standards applicable in the UK and the country or State where the Products are to be used; and (h) in the case of Products containing food stuffs, when delivered to Ornua, comply with all applicable food and hygiene legislation and regulations and best industry practice.‌ 3.2 The Supplier shall ensure that at all times it has and maintains all licences, permissions, authorisations, consents and permits needed to carry out its obligations under the Contract in respect of the supply of Products. Breach of this Condition shall be deemed a material breach of the Contract. 3.3 Ornua may inspect and test the Products at any time before delivery. The Supplier shall remain fully responsible for the Products despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. 3.4 If following such inspection or testing Ornua considers that the Products do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Ornua shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.‌ 3.5 Ornua may conduct further inspections and tests after the Supplier has carried out its remedial actions.

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

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