Second Opted-In Product Sample Clauses

Second Opted-In Product. In connection with the confirmation of the second Opted-In Product, (a) the Company shall provide Pfizer with a written invoice of Eligible Costs incurred with respect to such Opted-In Product to date; (b) within [***] of its receipt of the Company’s invoice, Pfizer shall pay by wire transfer of immediately available funds the Second Opt-In Payment, and [***] the Second Opt-In Payment equal to [***], become unrestricted and the Company shall thereafter be free to use the unrestricted portion of such Second Opt-In Payment as it so chooses; (c) within [***] days of its receipt of the Company’s invoice, Pfizer will pay to the Company by wire transfer of immediately available funds [***] of the Eligible Costs incurred to date with respect to such Opted-In Product, up to an amount of [***] (the “Second Opt-In Contingent Payment Cap” and, together with the First Opt-In Contingent Payment Cap, the “Aggregate Contingent Payment Cap”); (d) on a [***] basis thereafter, the Company shall invoice Pfizer [***] for any additional Eligible Costs incurred with respect to such Opted-In Product during such [***] and (i) to the extent any portion of the Second Opt-In Payment remains restricted, [***] shall immediately, and with no further action required from either Party, become unrestricted and the Company shall thereafter be free to use the unrestricted portion of such Second Opt-In Payment as it so chooses and (ii) Pfizer shall, within sixty [***] of its receipt of such invoice, pay to the Company by wire transfer of immediately available funds an amount equal to [***] of such Eligible Costs, provided, however, that the amounts paid pursuant to Section 2.5.2(c) and this Section 2.5.2(d)(ii) shall in no event exceed the Second Opt-In Contingent Payment Cap.
Sample 1
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Related to Second Opted-In 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.

  • Combination Product The term “

  • Net Sales The term “

  • 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”).

  • 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.

  • Eligible Products For the purpose of this Campaign, any MICHELIN passenger car, SUV, or Commercial Light Truck tyre models are individually referred to as “Eligible Product”.

  • Valid Claim The term “Valid Claim” shall mean a claim of any issued and unexpired patent within the Licensed Patent Rights which has not been held unenforceable, unpatentable or invalid by a decision of a court or governmental body of competent jurisdiction in a ruling that is unappealed or unappealable. The term “Valid Claim” shall also include the claims of a pending patent application within the Licensed Patent Rights which have not been pending for a period of more than *** from the earliest priority date of the patent application.

  • Supported Initial and Renewal Registration Periods a. Initial registrations of Registered Names (where available according to functional specifications and other requirements) may be made in the registry for terms of up to ten years. b. Renewal registrations of Registered Names (where available according to functional specifications and other requirements) may be made in the registry for terms not exceeding a total of ten years. c. Upon change of sponsorship of the registration of a Registered Name from one registrar to another, according to Part A of the ICANN Policy on Transfer of Registrations between Registrars, the term of registration of the Registered Name shall be extended by one year, provided that the maximum term of the registration as of the effective date of the sponsorship change shall not exceed ten years. d. The change of sponsorship of registration of Registered Names from one registrar to another, according to Part B of the ICANN Policy on Transfer of Registrations between Registrars shall not result in the extension of the term of the registration and Registry Operator may assist in such change of sponsorship.

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

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

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