Royalty Bearing Territory Sample Clauses

Royalty Bearing Territory. ORTHO shall be responsible for ------------------------- preparing and filing Drug Approval Applications and seeking Regulatory Approvals for Collaboration Products in the Royalty Bearing Territory, including preparing all reports necessary as part of a Drug Approval Application. ORTHO shall be responsible for prosecuting all such Drug Approval Applications, and CTI shall have the right of cross reference. In connection with all Drug Approval Applications being prosecuted by ORTHO hereunder, ORTHO agrees to provide CTI with a copy (which may be wholly or partly in electronic form) of all filings to regulatory agencies in each Major Market Country that it makes hereunder. Within thirty (30) days following the end of each calendar quarter ORTHO shall report to CTI regarding the status of each pending and proposed Drug Approval Application in the Royalty Bearing Territory. In the event that any regulatory agency threatens or initiates any action to remove such Collaboration Product from the market in any country in the Royalty Bearing Territory, ORTHO shall notify CTI of such communication within one business day of receipt by ORTHO.
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Royalty Bearing Territory. ORTHO shall bear all Development ------------------------- Expenses for Collaboration Products that are specifically related to the Development, manufacture, use and/or sale of a Collaboration Product in the Royalty Bearing Territory. As provided in Section 13.01, Information developed by CTI relating to the Development of Collaboration Products in the Co-Promotion Territory can be used by ORTHO for the Development of such Collaboration Products in the Royalty Bearing Territory without further charge (other than reasonable duplicating, postage and related out-of-pocket costs). (The information below marked by ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.)
Royalty Bearing Territory. ORTHO shall be responsible for preparing ------------------------- and filing all Drug Approval Applications and seeking all Regulatory Approvals for all Collaboration Products including Bromocriptine for all extant Development Indications and all extant Additional Indications for use in all countries in the Royalty Bearing Territory, including preparing all reports necessary as part of a Drug Approval Application. ORTHO shall be responsible for prosecuting all such Drug Approval Applications. In connection with all Drug Approval Applications being prosecuted by ORTHO hereunder, ORTHO shall provide ERGO with access to the original data and a copy (which may be wholly or partly in electronic form, and without the obligation to provide ERGO with a translation) of all filings to regulatory agencies, as well as access to all data that it makes hereunder, upon written request of ERGO. ORTHO shall promptly furnish ERGO with copies of all material correspondence ORTHO has with any regulatory agency, and contact reports concerning material conversations or material meetings with any regulatory agency, in each case relating to any such Drug Approval Application in each Major European Market Country and Japan, without the obligation to provide ERGO with a translation unless ORTHO has access to such translation. Within thirty (30) days following the end of each calendar quarter ORTHO shall report to ERGO regarding the status of each pending and proposed Drug Approval Application in the Royalty Bearing Territory. In the event that any regulatory agency threatens or initiates any action to remove such Collaboration Product from the market in any country in the Royalty Bearing Territory, ORTHO shall promptly notify ERGO of such communication.
Royalty Bearing Territory. ORTHO shall bear all Development Expenses ------------------------- for Collaboration Products that are specifically related to the Development, manufacture, use and/or sale of a Collaboration Product in the Royalty Bearing Territory. As provided in Section 13.01, Information developed by ERGO relating to the Development of Collaboration Products in the Profit/Loss Sharing Territory can be used by ORTHO for the Development and regulatory filing of such Collaboration Products in the Royalty Bearing Territory without further charge (other than reasonable duplicating, postage, and related out of pocket costs). In addition, as provided in Section 13.01, Information developed by ORTHO relating to the Development of Collaboration Products in the Royalty Bearing Territory can be used by ERGO for the purpose of any further Development and support of regulatory filings of such Collaboration Products in the Profit/Loss Sharing Territory without further charge (other than reasonable duplicating, postage, and related out of pocket costs).
Royalty Bearing Territory. GSK shall have the sole right and responsibility for (a) all aspects of the Commercialization of Products for all Indications in the Royalty-Bearing Territory in accordance with the applicable GSK Product Commercialization Plan, including without limitation the sole responsibility for booking sales of Product and for Manufacturing all Product for use in the Royalty-Bearing Territory, (b) the conduct of all pre-marketing, marketing, Branding, promotion, sales, distribution, import and export activities (including securing reimbursement, sales and marketing and conducting any post-marketing trials or post-marketing safety surveillance or maintaining databases) applicable to the Commercialization of Products for all Indications in the Royalty-Bearing Territory, and (c) all of the activities described in Section 5.1.2(a) and (b) in the U.S. Territory for any Product for which SYNTA exercises its Commercialization Opt-Out Right as described in Sections 5.1.1(c) and Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

Related to Royalty Bearing Territory

  • 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.

  • 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.

  • Territory 33.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC in the State. CenturyLink shall be obligated to provide services under this Agreement only within this territory. 33.2 Notwithstanding any other provision of this Agreement, CenturyLink may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 6.7 of this Agreement.

  • Net Sales The term “

  • 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.

  • 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.

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).

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

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

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