Where Pfizer Substances Not Involved Sample Clauses

Where Pfizer Substances Not Involved. For any Research Combination Product or Research Vaccine Product that contains the Compound and a Third Party Substance, in accordance with Section 5.4, PFIZER shall pay to XXXXX royalties on Net Sales of each such Research Combination Product or Research Vaccine Product at a royalty rate equal to the applicable Base Research Product Royalty Rate but adjusted as set forth below: (A) If Market Prices are available separately for both pharmaceutical products that contain as the sole active ingredient (i) the Compound and (ii) the Third Party Substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Research Combination Product or Research Vaccine Product, as applicable, shall be calculated by (x) adding together the appropriate per-unit or per dosage Market Price of each such pharmaceutical product containing the Compound and the Third Party Substance that is also contained in such Research Combination Product or Research Vaccine Product (the “Third Party Combination Research Price”), (y) calculating the ratio of the applicable Compound price to the Third Party Combination Research Price, and (z) multiplying (i) the Net Sales of such Research Combination Product or Research Vaccine Product, as applicable by (ii) the ratio referred to in clause (y) by (iii) the applicable Base Research Product Royalty Rate; provided that [******************************************************************************************] of the Net Sales of such Research Combination Product or Research Vaccine Product, as applicable. (B) If (i) Market Prices are not available separately for either or both of the pharmaceutical products that contain as the sole active ingredient the Compound and the Third Party Substance on a separate, stand-alone basis and (ii) PFIZER or any Affiliate licenses or otherwise acquires from any Third Party any patents, know-how or other intellectual property allowing for the use of any Third Party Substance that are required in order to make, have made, use, sell, offer to sell or import the Third Party Substance as part of such Research Combination Product or Research Vaccine Product, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Research Combination Product or Research Vaccine Product shall be equal to the difference between (x) the product of the applicable Base Research Product Royalty Rate and the applicable Net Sales of ...
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Where Pfizer Substances Not Involved. For any Combination Product or Vaccine Product that contains the Compound and either (A) an independently therapeutically active substance or (B) a substance that enhances the therapeutic effect of the Compound, in either case, where such substance is not a Pfizer Substance (such substance, a “Third Party Substance”), in accordance with Section 5.4, PFIZER shall pay to XXXXX royalties on Net Sales of each such Combination Product or Vaccine Product at a royalty rate equal to the Base Royalty Rate, but adjusted as set forth below: (A) If Market Prices are available separately for both pharmaceutical products that contain as the sole active ingredient (i) the Compound and (ii) the Third Party Substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Combination Product or Vaccine Product, as applicable, shall be calculated by (x) [******************************] or [**************** *********************************************************] and [ **************] that [************ ******************************] or [*********************************************] (y) [********** ******************************************************************] and (z) [******************** *********************************] or [********************************************************* **********************] provided that [*****************************************************************************] of the [*********] (I) [************************************] or [************************] and (II) [***********************************************************] this Section 5.3(b)(ii)(A). (B) If (i) Market Prices are not available separately for either or both of the pharmaceutical products that contain as the sole active ingredient the Compound and the Third Party Substance and (ii) PFIZER or any Affiliate licenses or otherwise acquires from any Third Party any patents, know-how or other intellectual property relating to any Third Party Substance that are required in order to make, have made, use, sell, offer to sell or import such Third Party Substance as part of such Combination Product or Vaccine Product, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Combination Product or Vaccine Product, as applicable, shall be equal to the [******************] (x) [*********************************] and [**** ***********************************************...
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Related to Where Pfizer Substances Not Involved

  • Hazardous Substances The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.

  • Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin.

  • Anonymous Material There shall be no anonymous material in the evaluation file except for numerical summaries of student evaluations that are part of a regular evaluation procedure of classroom instruction and/or written comments from students obtained as part of that regular evaluation procedure. If written comments from students in a course are included in the evaluation file, all of the comments obtained in the same course must be included.

  • Chemical Substances Supplier warrants that: (i) each chemical substance contained in Products is on the inventory of chemical substances compiled and published by the Environmental Protection Agency pursuant to the Toxic Substances Control Act and (ii) all Material Safety Data Sheets required to be provided by Supplier for Products shall be provided to DXC prior to shipment of the Products and shall be complete and accurate.

  • Solicitations for Subcontracts, Including Procurements of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

  • Dangerous Materials Tenant shall not keep or have on the Premises any article or thing of a dangerous, flammable, or explosive character that might substantially increase the danger of fire on the Premises, or that might be considered hazardous by a responsible insurance company, unless the prior written consent of Landlord is obtained and proof of adequate insurance protection is provided by Tenant to Landlord.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • Use of Hazardous Materials Tenant shall not cause or permit any Hazardous Materials to be used, stored, discharged, released or disposed of in the Premises or cause any Hazardous Materials to be used, stored, discharged, released or disposed of in, from, under or about, the Property, or any other land or improvements in the vicinity of the Property, excepting only the types and minor quantities of Hazardous Materials which are normally used in connection with Tenant’s permitted use, operation and maintenance of the Premises and then only in strict accordance with all Legal Requirements, including all Environmental Laws (“Permitted Substances”). Tenant shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses, and other governmental and regulatory approvals required for Tenant’s use of Hazardous Materials at the Premises, including, without limitation, discharge of appropriately treated materials or wastes into or through any sanitary sewer serving the Building. Tenant shall in all respects handle, treat, deal with and manage any and all Tenant’s Hazardous Materials in total conformity with all Environmental Laws and prudent industry practices regarding management of such Hazardous Materials. Without limiting the foregoing, if any Tenant’s Hazardous Materials result in contamination of the Building, or any soil or groundwater in, under or about the Property in each case to the extent the presence of same amounts to a violation of any Legal Requirement or poses a threat to human health or safety, Tenant, at its expense, shall promptly take all actions necessary to return the Building and/or the Property, to the condition existing prior to the appearance of the Tenant’s Hazardous Material, subject to Landlord’s right to approve Tenant’s proposed remediation method. On or prior to the Termination Date, Tenant shall cause all Tenant’s Hazardous Materials in, on, under or about the Building to be removed in accordance with and in compliance with all Legal Requirements. Tenant shall promptly notify Landlord and obtain Landlord’s written approval before taking any remedial action in response to the presence of any Tenant’s Hazardous Materials or entering into any settlement agreement, consent decree or other compromise with respect to any claims relating to Tenant’s Hazardous Materials.

  • Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;

  • Hazardous Materials Tenant shall not keep on the Premises any item of a dangerous, flammable or explosive character that might unreasonably increase the danger of fire or explosion on the Premises or that might be considered hazardous or extra hazardous by any responsible insurance company.

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