Restricted Product Clause Samples

Restricted Product. Notwithstanding Section 11.1(b), if BMS or any of its Affiliates, either through its own efforts or by acquisition, obtains ownership of or a license to, or is acquired by or otherwise merges with an entity that owns or has a license to, a Competing Product, in all such cases that would result in a violation of Section 11.1(b) above with respect to a particular country (each such Competing Product that would lead to such a violation being, a “Restricted Product”), then BMS or its Affiliate shall promptly notify Alder in writing and elect either to: (i) divest itself of such Restricted Product in the applicable country or countries and notify Alder in writing of such divestiture (provided that such divestiture is completed within (9) months of such ownership or license, or being acquired by or merging with an entity that has such ownership or license); (ii) pay to AlderHoldings a royalty on such Competing Product during the period that the sale of such Competing Product would result in a violation of Section 11.1(b) at a rate which is [***] of the royalty paid to AlderHoldings on Net Sales in such country of the Licensed Product in the Licensed Field (in the case where the Competing Product is sold for use in the Licensed Field) or Cancer [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Product in the Cancer Field (in the case where the Competing Product is sold for use in the Cancer Field), calculated in the same manner as for a Licensed Product in the Licensed Field (or as applicable Cancer Product in the Cancer Field) under Section 8.6, in which case, the sales of such Competing Product shall be aggregated together with the License Product or Cancer Product for the purpose of determining the applicable Base Royalty Rate for such Competing Product as well as for such Licensed Product or Cancer Product; or (iii) terminate the Agreement with respect to the applicable country and revert back to AlderHoldings all Licensed Products and all associated data and rights for use in the Licensed Field in such country and all Cancer Product and all associated data and rights for use in the Cancer Field in such country (for clarity, BMS would remain responsible for any contractual obligations to third parties with respect to such terminated products). If BMS or its Affiliate elects to divest itself of such Rest...
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Related to Restricted Product

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • 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.

  • 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.

  • Combination Product The term “

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.