Royalties for Xxxxxxxx Joint Independent Products Sample Clauses

Royalties for Xxxxxxxx Joint Independent Products. Xxxxxxxx shall pay to Palomar on account of sales or distributions of each Xxxxxxxx Joint Independent Product(s) in the Field by Xxxxxxxx or any of its agents or (sub)licensees, on a Xxxxxxxx Joint Independent Product-by-Xxxxxxxx Joint Independent Product and country-by-country basis, royalties in the amount of two percent (2%) of Net Sales of such product; provided, however, that in the case of each Independent Product Lotion, Xxxxxxxx’x obligation to pay to Palomar royalties with respect to such Independent Product Lotion shall be one percent (1%). Notwithstanding the foregoing, in the event that such Manufacture, sale, offer for sale, use or import of such Xxxxxxxx Joint Independent Product(s) would infringe an MGH Valid Claim(s) but no other Valid Claim, Xxxxxxxx’x obligation pursuant to this Section 6.2(c) shall be reduced to one percent (1%) of such Net Sales and shall apply only if and to the extent that Palomar has a corresponding payment obligation to MGH under an MGH Agreement. Xxxxxxxx’x obligation to pay to Palomar royalties pursuant to this Section 6.2(c) shall commence on the date of First Commercial Sale of the Xxxxxxxx Joint Independent Product and terminate on a country-by-country basis on the date of the last to expire of any Valid Claim of a Joint Patent covering such product. (d)
Sample 1
AutoNDA by SimpleDocs
Royalties for Xxxxxxxx Joint Independent Products. Xxxxxxxx shall pay to Palomar on account of sales or distributions of each Xxxxxxxx Joint Independent Product(s) in the Field by Xxxxxxxx or any of its agents or (sub)licensees, on a Xxxxxxxx Joint Independent Product-by-Xxxxxxxx Joint Independent Product and country-by-country basis, royalties in the amount of (A) two percent (2%) of Net Sales of such product (other than any Xxxxxxxx Joint Independent Product that constitutes an Independent Product Topical), and (B) one percent (1%) of Net Sales of each Xxxxxxxx Joint Independent Product that constitutes an Independent Product Topical, in each case ((A) and (B)) where the Manufacture, sale, offer for sale, use or import of such Xxxxxxxx Joint Independent Product would (in the absence of the license(s) or other ownership interests provided pursuant to this Agreement (including any of Xxxxxxxx’x ownership or other interests in the Joint Patents)) infringe a Valid Claim of a Joint Patent. Notwithstanding the foregoing, in the event that such Manufacture, sale, offer for sale, use or import of such Xxxxxxxx Joint Independent Product(s) would infringe an MGH Valid Claim(s) but no other Valid Claim of any Joint Patent, Xxxxxxxx’x obligation pursuant to this Section 6.2(c) shall be reduced to one percent (1%) of such Net Sales and shall apply only if and to the extent that Palomar has a corresponding payment obligation to MGH under an MGH Agreement. Xxxxxxxx’x obligation to pay to Palomar royalties pursuant to this Section 6.2(c) shall commence on the date of First Commercial Sale of the Xxxxxxxx Joint Independent Product and terminate on a country-by-country basis on the date of the last to expire of any Valid Claim of a Joint Patent covering such product. For purposes of calculating royalties owed by Xxxxxxxx under this Section 6.2(c), . royalties payable above on Net Sales of Independent Product Topicals shall include any portion of Net Sales attributable to any container, cartridge or applicator when sold containing such Independent Product Topical; provided that in the case of any such container, cartridge or applicator which constitutes an Independent Accessory Product where the Manufacture, sale, offer for sale, use or import of such container, cartridge or applicator would (in the absence of the license(s) or other ownership interests provided pursuant to this Agreement (including any of Xxxxxxxx’x ownership or other interests in the Joint Patents)) infringe a Valid Claim of a Joint Patent, where such Jo...
Sample 1

Related to Royalties for Xxxxxxxx Joint Independent Products

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

  • Know-How Royalty Notwithstanding the provisions of Section 5.4.1(a), in countries where the sale of Product by Merck or its Related Parties would not infringe a Valid Patent Claim, Merck shall pay royalty rates that shall be set at [***] of the applicable royalty rate determined according to Section 5.4.1(a). Such royalties shall be calculated after first calculating royalties under Section 5.4.1(a).

  • Royalties on Net Sales Novo will pay to Neose royalties as a percentage of annual Net Sales of each New Product during the Term at the applicable rates set forth in this Section 4.1 and in accordance with this Section 4:

  • Third Party Royalties Each party shall be responsible for all of its own costs of commercializing Products or licensing Intellectual Property Rights, including any payments to Third Parties for work done by such Third Parties or for licenses necessary for the manufacture, sale, or use of Products by a party or its Affiliates or sublicensees.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Net Sales The term “

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

  • 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 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.

  • Sublicense Revenue In the event Licensee or an Affiliate of Licensee sublicenses under Section 2.2, Licensee shall pay CareFusion **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** of any Sublicense Revenues resulting from sublicense agreements executed by Licensee.

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