Transferred Products Sample Clauses

Transferred Products. As of the relevant Transfer Date with respect to each Transferred Product: (a)
Sample 1
Transferred Products. During the Term, BUYER will continue to have SUPPLIER produce the Transferred Products including any updates or upgrades or enhancements in functionality of those Products (“Derivative Products”) subject to SUPPLIER’S meeting cost, quality and delivery objectives. In the event Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. MANUFACTURING AND PURCHASE AGREEMENT of performance issues SUPPLIER shall have thirty (30) days to cure. In the event the issue remains unresolved the Parties shall escalate to their executive management for resolution. If after ten (10) days there remains no resolution the Products in question shall lose their respective exclusivity terms. During the first 30 days of this Agreement, Parties will finalise the Flight Plans. The preliminary Flight Plans are set out in Exhibit A-3 of this Agreement, the Parties will amend the Flight Plans as needed during the transition period. The Transferred Products shall be transferred from BUYER’s facilities to Supplier’s facilities according to the Flight Plans as mutually agreed.
Sample 1
Transferred Products. Buyer agrees that for a minimum of four years from the Closing Date, it shall make its commercially reasonable efforts to manufacture and sell cartridges, parts and supplies compatible with the Transferred Products in sufficient quantities to satisfy any demand generated by existing customers of such Transferred Products. “Transferred Products” means the following products marketed and/or sold by Seller: Pro715, Pro915, S315, S415, S515, OfficeEdge Pro4000, OfficeEdge Pro4000c, OfficeEdge Pro5500, and OfficeEdge Pro5500t, but does not include any equivalent products sold to any customer of Seller for resale under the brand of such customer.
Sample 1
Transferred Products. Section 3.11(a)(i) of the Disclosure Schedule contains a complete and accurate list of all Transferred Products, including description and SKU number.
Sample 1
Transferred Products. Each Transferred Product conforms in all material respects to the published specifications and documentation therefor and is otherwise in compliance with applicable law. Without limiting the foregoing:
Sample 1
Transferred Products. The Transferred Products are listed or described in the Company Disclosure Memorandum. The list of Transferred Products includes every product developed or manufactured at the Company's Danbury, Connecticut facility since January 1, 1999.
Sample 1
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Transferred Products. During the Term, Hospira shall purchase all of its requirements of the Transferred Products for sale in the United States (provided that Hospira shall purchase all of its worldwide requirements for Catheters) from ICU, and ICU shall manufacture and sell Transferred Products exclusively to Hospira on a worldwide basis, in accordance with the terms hereof. If Hospira plans to transfer the manufacture of products comparable to the Transferred Products from its Ireland facility or Costa Rica facility to Third Parties, Hospira shall provide ICU with notice and negotiate in good faith with ICU for the manufacture by ICU of such products. In addition, if Hospira plans to sell the Transferred Products (other than the Catheters) to its customers outside the United States, Hospira shall provide ICU with notice and negotiate in good faith with ICU for the manufacture by ICU of such products; provided that if Hospira and ICU are unable to reach agreement within 90 days after notice, Hospira may transfer the manufacture of such Transferred Products, or such products comparable to Transferred Products, to Third Parties.
Sample 1
Transferred Products. During the Term, BUYER will continue to have SUPPLIER produce the Transferred Products including any updates or upgrades or enhancements in functionality of those Products (“Derivative Products”) subject to SUPPLIER’S meeting cost, quality and delivery objectives. In the event Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
Sample 1

Related to Transferred Products

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

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • 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.

  • 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.

  • 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.

  • Manufacture of Product Prior to commercialization of the Product, the Parties may, if appropriate for both parties, negotiate in good faith a manufacturing and supply agreement to provide for Licensor to fulfill the manufacturing requirements of Licensee for Product for sale in the European market. The cost of such manufacturing shall not be greater than * percent (*%) of the cost of any competitor cGMP contract manufacturing facility that proposes to manufacturer the Product for Licensee. * Confidential information has been omitted and filed confidentially with the Securities and Exchange Commission.

  • 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.

  • Company Products Section 2.7(c) of the Company Disclosure Letter sets forth a list (by name and version number) of all products, software or service offerings of the Company or any of its Subsidiaries (collectively, “Company Products”) that are currently being sold, distributed, provided or otherwise disposed of, or which the Company or any of its Subsidiaries currently supports or is obligated to support or maintain, or any products or services under development which the Company intends to make commercially available within 12 months of the date hereof.

  • Other Products After clinical or other evidence, provided in writing [***] to Company, demonstrating the practicality of a particular market or use within the LICENSED FIELD which is not being developed or commercialized by Company, Company shall either provide JHU with a reasonable development plan and start development or attempt to reasonably sublicense the particular market or use to a third party. If within six (6) months of such notification [***] Company has not initiated such development efforts or sublicensed that particular market or use, JHU may terminate this license for such particular market or use. This Paragraph shall not be applicable if Company reasonably demonstrates to JHU that commercializing such LICENSED PRODUCT(S) or LICENSED SERVICE(S) or granting such a sublicense in said market or use would have a potentially adverse commercial effect upon marketing or sales of the LICENSED PRODUCT(S) developed and being sold by Company.

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