Terminated Products Sample Clauses

Terminated Products. Notwithstanding anything else, with respect to each Terminated Product: (a) BI shall, at its sole expense, promptly transfer to Vitae, or shall cause its designee(s) to transfer to Vitae, ownership of all regulatory filings, Marketing Authorization Approvals, material correspondence, made or filed for the Terminated Product (to the extent that any are held in BI’s or such designee(s)’s name), such transfer to be as permitted by any Third Party licenses or other such prior rights and applicable Laws and regulations, and BI shall otherwise cooperate to permit Vitae to fully exercise its rights hereunder; (b) BI grants to Vitae an exclusive (even as to the BI Group), royalty-free, worldwide, fully paid-up, perpetual, irrevocable, transferable, sublicensable license (or sublicense, as applicable) in the Field under the BI Intellectual Property (excluding in-licensed BI Patents), and BI’s rights in the Joint Intellectual Property and with respect to in-licensed BI Patents as far as legally possible and equal to the scope of the license granted to BI a sub-license only to the extent necessary to make, have made, use, register, sell, offer to sell, import, export, exploit, Research, Develop and Commercialize any Terminated Products. (c) The Parties will negotiate in good faith the granting of a non-exclusive, license to BI Life-Cycle Intellectual Property on reasonable and customary commercial terms to be mutually agreed between the Parties only to the extent necessary to make, have made, use, register, sell, offer to sell, import, export, exploit, Research, Develop and Commercialize any Terminated Products. For the avoidance of doubt, such license does not include any other implied license(s) to other intellectual property in the control of BI Group for any other BI products currently being researched, developed or marketed either alone or in combination with any Product; Should the Parties are not able to agree, despite their good faith negotiations, on a license agreement within a period of six (6) months after termination, unless the Parties have agreed to extend the negotiation period, the terms and conditions of such license agreement shall be decided by the arbitrator pursuant to Section 15.7 follows: Within three (3) weeks upon selection of the arbitrator each Party shall submit one written proposal for the afore mentioned license agreement. The arbitrator shall select one of the two proposals for such a license agreement. His decision shall be based sole...
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Terminated Products. With respect to all Products that are not Retained Products (each, a “Terminated Product”), the following shall apply:
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Terminated Products. Following termination NewLink may elect to receive (which election shall be made in writing to Merck within [**] following termination), and Merck hereby grants to NewLink, effective upon such election, [**]) to research, develop, import, use, make, have made, offer for sale and sell the Current Product (if this Agreement is terminated with respect to the Current Product) and any other Product [**], but excluding [**] (such Products, [**] “Terminated Products”), in each case, in the Field in the Territory. In consideration for such license, the Parties shall agree to, [**] shall be [**]. If the Parties are unable to agree [**], either Party [**] and all of [**]. Each Party shall [**], and the [**]. The Parties shall [**] and the [**]. Notwithstanding the provisions of this Section 8.3.2(a), the licenses in this Section 8.3.2(a) shall not be effective until such time as the Parties agree [**]. [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Terminated Products. Although a Milestone product reaches the Terminated stage, there will still be options for expansion and self help support resources. Please refer to our product lifecycle on page 6 for more information.
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Terminated Products. (a) The Agreements are terminated by mutual consent with respect to the Products identified in Schedule "A" attached (collectively referred to as the "Terminated Products"); (b) From and after July 1, 2006, there will be no sharing of negative Gross Profits earned or incurred by Par with respect to any Terminated Products; i.e. negative Gross Profits earned or incurred by Par in relation to any one or more of the Terminated Products will not be offset against positive Gross Profits earned by Par on and after July 1, 2006 in relation to any other Product or Products (whether another Terminated Product or otherwise); (c) All outstanding purchase orders issued by Par to Genpharm for undelivered Terminated Products are cancelled without any liability of either party to the other arising from such cancellation. Par shall have the right to return to Genpharm within 20 days of the date hereof, at Genpharm's cost and without payment by Par of the outstanding invoice related thereto, the following shipments of Terminated Products received by Par: (d) To simplify and finalize the relationship of the parties with respect to the Terminated Products, it is agreed that notwithstanding that the potential losses of the parties may not be equal and that each party may be able to mitigate/recover some of the losses it would otherwise incur through the sale of its existing inventory of Products or otherwise, each party will be free to dispose of its inventory of Terminated Products and raw materials related thereto without accounting or reporting to the other any revenue it receives therefrom and shall be solely responsible for all costs, expenses and losses which it incurs in relation to the sale or other disposition or utilization of such inventory or materials and that neither party shall have the right to recover from the other any part of the losses or expenses which it incurs from the sale of its inventory of Terminated Products or from the return of any Terminated Product sold by Par on or after July 1, 2006 or otherwise; (e) The parties acknowledge that the reporting and sharing of Gross Profits with respect to those Terminated Products identified with an asterisk on Schedule “D” hereto (the "Cash Products") has been calculated on the cash basis without reserves or accruals for anticipated deductions to be made in calculating Net Sales and that the Gross Profits for the balance of the Terminated Products which Par has sold in the Territory (the "Accrual Products") ha...
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Terminated Products. CTX shall have the right, exercisable upon written notice by CTX to Zomedica given within thirty (30) days after the effective date of termination of this Agreement, to elect all (but not less than all) of the following with respect to Terminated Products in any Terminated Country: (i) Zomedica shall promptly provide to CTX copies of all material data, records and materials generated by Zomedica, its Affiliates or sublicensees to the extent related to Terminated Products in the Terminated Country. (ii) If the Terminated Product is being sold at the time of termination, Zomedica will continue manufacturing the Terminated Product during a transitional period and at conditions to be mutually agreed in good faith between the Parties. In addition, in connection with any such transfer, CTX shall use Commercially Reasonable Efforts to purchase from Zomedica (or its Affiliates) Zomedica’s inventory of Licensed Product at Zomedica’s cost of goods, provided that such inventory is of marketable condition. Zomedica shall under no circumstances be obligated to continue activities which implicate a safety issue. (iii) Zomedica shall transfer and assign to CTX, or its licensee, all regulatory filings and Regulatory Approvals relating to, or necessary to make, use or sell the Terminated Products in the Terminated Country that are Controlled by Zomedica or its Affiliates. Where transfer or assignment is not permitted, Zomedica shall cooperate fully with CTX to enable CTX, or its licensee, to obtain its own regulatory filings and Regulatory Approvals. (iv) Subject to the remaining provisions of this Section, Zomedica hereby grants to CTX, effective as of the effective date of such termination, a non-exclusive, transferable, sublicenseable license in the Field in the Terminated Country, under the Zomedica Applied Technology, solely to Develop and commercialize any Terminated Product that is in active clinical development or has been commercialized by Zomedica or its Affiliates or sublicensees at the time of termination. (v) If the effective date of such termination with respect to a Terminated Product is after the Commencement of a Phase I Clinical Trial for such Terminated Product, but before a Phase I Clinical Trial for such Terminated Product has been completed and the Phase I Clinical Trial milestone payment , if any, has been made by Zomedica, then CTX shall pay Zomedica royalties on sales of such Terminated Product for ten (10) years from the date of First Commercial S...
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Terminated Products 
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Related to Terminated Products

  • 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.

  • 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 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.

  • Discontinued Products If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.

  • 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.

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

  • Third Party Products 12.1 Third-party products provided to you by NCR Voyix for use with your subscription to the Service are subject to any terms provided by their supplier, including but not limited to those terms and conditions set forth in the exhibits attached hereto. Third-party terms and conditions are subject to change at any time by the supplier, and you agree that your use of such third-party products and services is governed by such supplier’s terms and conditions. You hereby release NCR Voyix from any and all liability associated with any damages or claims arising out of or related to third-party products. UNLESS NCR Xxxxx SPECIFICALLY AGREES OTHERWISE IN WRITING, YOU ACKNOWLEDGE AND AGREE THAT SUCH THIRD-PARTY PRODUCTS ARE PROVIDED “AS-IS” WITHOUT A WARRANTY FROM NCR Voyix. ACCORDINGLY, NCR Voyix EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY NATURE WITH RESPECT TO ANY SUCH THIRD-PARTY PRODUCTS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS. 12.2 Third-party products and services may be advertised or made available to you for purchase directly from their supplier by email or other electronic communications, including notifications made through the Service or the Account Portal. Any representations or warranties that may be provided in connection with any such third-party products or services are provided solely by their supplier. NCR Voyix will not be responsible for any of your dealings or interactions with any of those third-party suppliers.

  • 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.

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

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