Staccato Products Sample Clauses

Staccato Products. (i) Xxxxxx shall have the exclusive right to manufacture Staccato Products (as defined below) developed by Alexza for use by Alexza in the Territory and outside the Territory, except in the Excluded Countries. Alexza shall present Xxxxxx’x manufacturing capabilities to any of its potential partners or licensees in and outside the Territory as well as in the Excluded Countries. At Alexza’s request, the Parties shall negotiate the terms of such supply and enter into appropriate supply and quality agreements. In addition, if so requested by Alexza, or a licensee of Alexza in the Territory, outside the Territory or for any Excluded Country, Xxxxxx shall negotiate in good faith with such licensee the terms under which Xxxxxx would manufacture and supply the applicable Staccato Product to such licensee for the applicable country in the Territory, outside the Territory or in the Excluded Country. (ii) Xxxxxx shall have the right to propose new (i.e., not yet in development or previously developed by Alexza or a licensee) Staccato Products, each containing an API of interest to Xxxxxx, to Alexza for Xxxxxx’x development and commercialization (other than for treating [*] and/or symptoms associated with [*]) in the Territory (a “Project”). Thereafter, the Parties shall discuss the potential conduct and terms of such Project. If the Parties agree to such Project, then Alexza shall not license out rights to the Project and upon entry into a written agreement, Xxxxxx shall have an exclusive right to develop and commercialize such Staccato Product for the Territory, pursuant to and effective upon a separate agreement to be entered into between the Parties within ninety (90) days of agreement to such Project, and the written agreement shall include the following terms: (A) Alexza would provide necessary technical assistance and access to technology, as reasonably requested by Xxxxxx, to conduct the Project, (B) Xxxxxx would xxxxx Xxxxxx exclusive rights outside the Territory to use all Inventions and Know-How, including Regulatory Filings, developed by or on behalf of Xxxxxx in connection with the Project, for the development and commercialization of the applicable Staccato Product outside the Territory,(C) Xxxxxx would pay Alexza a royalty of [*] percent ([*]%) of Net Sales of each Staccato Product in the Territory and (D) Xxxxxx would promptly notify Alexza of any discontinuation of development of a Staccato Product and would thereafter grant Alexza an exclusive licens...
Sample 1
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Related to Staccato Products

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

  • 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.

  • Products Products available under this Contract are limited to Software, including Software as a Service, products and related products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.B above. Vendor may not add a manufacturer’s product line which was not included in the Vendor’s response to the solicitation described in Section 1.B above.

  • 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.

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

  • Other Products and Services As our customer, you have access to a suite of financial products and services availed by ourselves, our affiliates and strategic partners designed to help you address and achieve your financial needs and goals. You agree that you can obtain information about such Products and Services via our website xxx.xxxxxxxx.xxx.xx and you further agree that we can from time to time communicate information in relation to such Products or Services to you specifically or generally to all cardmembers via such communication mode as we consider appropriate.

  • 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.

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

  • Third Party Products and Services Any third-party hardware, software and/or services that is delivered by ResMed for use either standalone or in conjunction with ResMed products and/or services, shall be subject to the third-party terms and conditions and/or license agreements between Customer and the third party. Such third-party hardware, software and/or services is provided by ResMed "AS IS," without any warranty of any kind. Any representations or warranties as to such hardware, software and/or services shall only be as granted by the applicable third parties, if any, that accompany such products and/or software and/or services. Any representations, warranties, or other similar obligations with respect to such third-party hardware, software and/or services flow directly from the third party to Customer and ResMed shall have no responsibility at all for any such representations, warranties, obligations or lack thereof.

  • Recycled Products The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. References: 42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873 (More than $10,000)

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