Supply of Territory Combination Products to Xxxxxxx Sample Clauses

Supply of Territory Combination Products to Xxxxxxx. 8.2.2.4 Gilead’s supply of each Territory Combination Product (including Branded Region B/C Complera and Branded Region B/C R/F/TAF Product) to Xxxxxxx for Distribution in the Xxxxxxx Countries and Xxxxxxx’x Distribution of Territory Combination Products shall be governed by the Xxxxxxx Distributor Agreement; provided, however, that Gilead shall have the right to terminate its supply obligations to Xxxxxxx (but, for clarity, not Xxxxxxx’x Distribution rights or payment obligations) under the Xxxxxxx Distributor Agreement (a) with respect to Territory Complera, upon [*] written notice to Xxxxxxx, which notice may not be provided until after the First Commercial Sale of the Territory R/F/TAF Product has occurred in each of the Xxxxxxx Diligence Countries, and (b) with respect to Territory R/F/TAF Product, upon [*] written notice to Xxxxxxx, if (i) Xxxxxxx provides Gilead written notice of termination of its supply obligations to Gilead under this Agreement and the RPV Supply Agreement with respect to Territory R/F/TAF Product pursuant to Section 19.5.1 (provided, however, that such termination by Gilead shall not be effective earlier than the effectiveness of such termination by Xxxxxxx), (ii) this Agreement expires or terminates with respect to Territory R/F/TAF Product in [*], or (iii) this Agreement expires or terminates with respect to Territory R/F/TAF Product in all of the Xxxxxxx Countries.
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Related to Supply of Territory Combination Products to Xxxxxxx

  • 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 “

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • 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.

  • Licensed Territory Worldwide NIH Patent License Agreement—Exclusive APPENDIX C – ROYALTIES Royalties:

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

  • Net Sales 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.

  • Product Recalls The Company is not aware of any pattern or series of claims against the Company or any of its subsidiaries which reasonably could be expected to result in a generalized product recall relating to products sold by the Company or any of its subsidiaries, regardless of whether such product recall is formal, informal, voluntary or involuntary.

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