Sample Product Sample Clauses

Sample Product. AstraZeneca shall supply and Prometheus shall purchase Sample Product, as set out in Schedule L (Purchase Price). The Sample configuration in place as of the Effective Date (i.e., two (2) bottles per carton, six (6) capsules per bottle, the "Twin Pack Configuration") will be converted to a one (1) bottle configuration (six (6) capsules per bottle) (the "Single Bottle Configuration") upon the consumption of all inventory of, and other material existing as of the Effective Date for, the Twin Pack Configuration which in no event shall be more than one hundred and twenty thousand (120,000) units of the Twin Pack Configuration. AstraZeneca and Prometheus may work together to explore new Sample package configurations at any time after the implementation of the Single Bottle Configuration. No other Sample package configuration mutually agreed upon by the Parties during the Term shall be implemented prior to the consumption of all inventory and other material *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. related to the Sample package configuration being replaced. Notwithstanding the foregoing sentence, Prometheus shall be financially responsible for all costs in connection with such configuration changes (except for the conversion to the Single Bottle Configuration), including, reasonable costs for obsolescence of raw materials, goods-in-process, packaging materials and supplies that cannot be used by AstraZeneca, provided that Prometheus has been advised of, and agreed in writing to, all such costs prior to any configuration changes. Prometheus shall distribute the Sample Product solely as samples for Promotion, free of charge to its customers and for no other purpose. Prometheus shall keep complete and accurate records of the Sample Product distributed by Prometheus in the Territory for a period of up to [***] years from distribution of such Sample Product. At the request of Prometheus at any time after the implementation of the Single Bottle Configuration, AstraZeneca and Prometheus will discuss in good faith the possibility of transferring responsibility for the packaging of Samples from AstraZeneca to Prometheus; provided, however, that AstraZeneca will have no obligation to make any change to the responsibility for Sample packaging or to modify any terms of this Agreement related to packaging Samples.
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Sample Product. A new paragraph is added at the end of Section 4 of the Agreement as follows: "CTC agrees to produce an initial run of machine assembled samples of the Additional Products and their packaging (the "Additional Product Samples") for Client to inspect. Client shall promptly inspect the Additional Product Samples and determine whether issues with respect to functionality, performance, fit and finish of the Additional Product Samples have been resolved by CTC and authorize the manufacture of the Additional Products. Client will use its reasonable commercial efforts to cooperate with CTC and will not unreasonably withhold or delay such authorization. Notwithstanding the foregoing, if CTC does not provide Client with Additional Product Samples that are satisfactory to Client within forty-five (45) days of the date hereof, Client may terminate this Agreement as to the Additional Products. The parties acknowledge that CTC may not commence manufacture until the Additional Product Samples have been approved, and that initial delivery dates may therefore be deferred by CTC to allow time for Additional Product Samples approval, ramp-up of the factory and surface shipping to Port of Los Angeles."
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Sample Product. Upon the conditions Section 2(a) and Section 2(b) have been fulfilled for each LICENSED PRODUCT, AVANEX shall sell 3 sets of LICENSED PRODUCT's samples to FUJITSU, if FUJITSU wishes to purchase. Such product's samples shall be made based on DESIGN INFORMATION given to FUJITSU and their performance shall be in accordance with the specifications set forth in Section 2(a). The purchase shall be with a separate purchase order.
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Sample Product. Notwithstanding anything to the contrary in this Section 4.1, Equateq will sell API that is incorporated into Sample Product to Amarin at [***] of the API Price applicable at that time subject to the terms of either Option A, B or C set forth in this Section 4.1(e) with respect to the time period prior to the [***]. Prior to [***], Amarin shall select either Option A, B or C in writing, which Option shall apply until the [***]. In any case, the quantities purchased in accordance with this Section 4.1(e) shall be in addition to the applicable Minimum Purchase Requirement, if any, to be purchased by Amarin. This Section 4.1(e) shall terminate upon the early termination of Section 3.7 in accordance with Section 3.7(c). OPTION A Such price shall apply for volumes of such purchases up to [***] of [***] made during a [***]. For the avoidance of doubt, the Minimum Purchase Requirements shall not be increased from the quantities set forth in Section 3.3 if Amarin selects OPTION A. OPTION B (i) For time periods associated with the Minimum Purchase Requirements, such price shall apply for volumes of such purchases up to [***] of the applicable Minimum Purchase Requirement for such time period. (ii) In the event Amarin selects OPTION B, each of the Initial Minimum Purchase Requirement, Second Minimum Purchase Requirement, Third Minimum Purchase Requirement and Fourth Minimum Purchase Requirement shall be increased by [***] (i.e. the Initial Minimum Purchase Requirement would be [***], the Second Minimum Purchase Requirement would be [***], and each of the Third Minimum Purchase Requirement and Fourth Minimum Purchase Requirement would be [***]). OPTION C (i) For time periods associated with the Minimum Purchase Requirements, such price shall apply for volumes of such purchases up to [***] of the applicable Minimum Purchase Requirement for such time period. (ii) In the event Amarin selects OPTION C, each of the Initial Minimum Purchase Requirement, Second Minimum Purchase Requirement Third Minimum Purchase Requirement and Fourth Minimum Purchase Requirement shall be increased by [***] (i.e. the Initial Minimum Purchase Requirement would be [***], the Second Minimum Purchase Requirement would be [***], and each of the Third Minimum Purchase Requirement and Fourth Minimum Purchase Requirement would be [***]). Upon completion of the [***], such price shall apply for volumes of such purchases up to [***] of all purchases made during a [***].
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Sample Product. FCI may provide a no-cost Product to Buyer to allow Buyer to assess the appropriate use and functionality of the Product (“Sample Product”). The quantity of Sample Product requested by and provided to Buyer must not exceed the amount reasonably necessary for the adequate evaluation of the Product. Buyer represents and warrants that it shall not bill or seek reimbursement for a Sample Product from any patient, third-party payor, or other individual or entity.
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Sample Product. “Sample Product” shall mean Avasoft shall provide Piancone certain sample products as an incentive to purchase Products pursuant to Avasoft’s Machine Incentive Program, as adjusted by Avasoft from time to time, with each pallet of Avasoft Brand ice cream product and machine ordered (refer to Section 4.5 below).
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Sample Product. ATI will provide Purchaser with a reasonable number of Radon graphics chips, bridge chips and complete board samples to enable Purchaser to test, evaluate and manufacture prototypes of the IG graphics boards and products developed by Purchaser. Samples will be delivered to Purchaser as available, at a mutually agreed time and place, for each new chip design and with each new turn. Nominally these deliveries will be at schedule points designated by ATI as "sample" availability and "production" availability. The anticipated schedule for delivery of sample chips and boards is as follows: 8200 samples - immediately upon execution of the Agreement 8200 production - mid September 2001 8300 samples - first week of January 2002 8300 production - first week of April 2002 8350 samples - tbd 8350 production - tbd
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Sample Product. CTC has hand assembled a Product prototype (the "Prototype"). CTC agrees to produce and initial run of machine assembled samples of the Product and its packaging (the "Samples") for Client to inspect. Client shall promptly inspect the Samples and determine whether issues with respect to functionality, performance, fit and finish of the Samples have been resolved by CTC and authorize the manufacture of the Product. Client will use its reasonable commercial efforts to cooperate with CTC and will not unreasonably withhold or delay such authorization. Notwithstanding the foregoing, if CTC does not provide Client with Samples that are satisfactory to Client within thirty (30) days of the date hereof, Client may terminate this Agreement in its entirety. The parties acknowledge that CTC may not commence manufacture until the Samples have been approved, and that initial delivery dates may therefore be deferred by CTC to allow time for Sample approval, ramp-up of the factory and surface shipping to Port of Los Angeles. 5.
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Sample Product. In addition to the marketing incentives noted above, the Distributor shall be entitled to receive sample product equal to [###]* percent ([###]*) of the net purchase price for any given order placed. The expressed purpose of this product is solely for providing free product sampling to physicians to promote new accounts, trial and ongoing personal use by physicians and their staff to the extent applicable. The Distributor agrees that such product will be used only for such purpose, will be separately tracked and will not be re-sold by Distributor.
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Related to Sample Product

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • 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.

  • Product Labeling The labeling of all Licensed Products sold or offered for sale under this Agreement shall expressly state that the Licensed Product is manufactured under a license from the Medicines Patent Pool.

  • 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 Product The term “

  • SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 4.12.1 Shop Drawings are drawings, diagrams, schedules and other, data specially prepared for the Work by the Contractor or any Subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 4.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate a material, product or system for some portion of the Work. 4.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 4.12.4 The Contractor shall review, approve and submit, with reasonable promptness and in such sequence as to cause no delay in the Work or in the work of the State or any separate contractor, all Shop Drawings, Product Data and Samples required by the Contract Documents. 4.12.5 By approving and submitting Shop Drawings, Product Data and Samples, the Contractor represents that he / she has determined and verified all materials, field measurements, and field construction criteria related thereto, or will do so, and that he / she has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 4.12.6 The Contractor shall not be relieved of responsibility for any deviation from the requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data or Samples under Subparagraph 2.2.7 of these General Conditions unless the Contractor has specifically informed the Architect and the State in writing of such deviation at the time of sub- mission and the Architect and the State has given written approval to the specific deviation. The Contractor shall not be relieved from responsibility for errors or omissions in the Shop Drawings, Product Data or Samples by the Architect's approval thereof. 4.12.7 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data or Samples, to revisions other than those requested by the Architect on previous submittals. 4.12.8 No portion of the Work requiring submission of a Shop Drawing, Product Data or Sample shall be commenced until the submittal has been approved by the Architect as provided in Subparagraph 2.2.7 of these General Conditions. All such portions of the Work shall be in accordance with approved submittals.

  • 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.

  • 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.

  • Product Recall (a) If a recall is required by applicable Law, or if Buyer or Supplier reasonably determines that a recall is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by Law.

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