Shared Antigen TCR Products Sample Clauses

Shared Antigen TCR Products. Subject to the terms of Section 9.4.3 through Section 9.4.8, GNE shall pay Adaptive the following royalties on annual aggregate worldwide Net Sales of Shared Antigen TCR Products by GNE (or its sublicensee hereunder) during the Shared Royalty Term: Up to [***]: [ ***]% Portion equal to or greater than [***] and less than [***]: [ ***]% Portion equal to or greater than [***] and less than [***]: [ ***]% Portion greater than [***]: [ ***]%
Sample 1
AutoNDA by SimpleDocs
Shared Antigen TCR Products. If, after the Effective Date, GNE (or an Affiliate or sublicensee) obtains a right or license under any Intellectual Property (which license includes one or more Patents) of a Third Party, where the practice of the Intellectual Property is [***] for the making, using, selling, offering for sale, or importing of a Shared Antigen TCR Product in a given country, then GNE may offset against the royalties due and payable by GNE to Adaptive with respect to such Shared Antigen TCR Product under Section 9.4.1 in such country, up to [***] of the amount of payments paid by GNE (or an Affiliate or sublicensee) to such Third Party, subject to Section 9.4.3(b)(iii) for such right or license (including the license to any know-how included in such Patent license); provided, that in no event shall such reductions reduce the royalty percentage rate payable to Adaptive on Net Sales of such Shared Antigen TCR Product in such country by more than [***] of what would otherwise be owed by GNE to Adaptive under Section 9.4.1. For clarity, any such amounts that would otherwise be offset if not for such minimum royalty percentage shall be applied to the subsequent royalty payment periods until such amount is fully offset, subject to the [***] floor in each such subsequent royalty payment period.
Sample 1

Related to Shared Antigen TCR 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.

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

  • 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 “

  • 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.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

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

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Other Products If you ask, we will provide you with information on any other home equity products we offer.

  • Existing Products Except as set forth below, Contractor shall retain all rights, title and interest in Existing Products.

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