Xxxxxxxx Joint Independent Products Sample Clauses

Xxxxxxxx Joint Independent Products. Xxxxxxxx shall pay to Palomar on account of sales or distributions of each Xxxxxxxx Joint Independent Product in the Field by Xxxxxxxx or any of its agents or (sub)licensees, on a Xxxxxxxx Joint Independent Product-by-Xxxxxxxx Joint Independent Product basis, TTPs in the amount of four percent (4%) of worldwide Net Sales of such product; provided, however, that in the case of each Independent Product Lotion, Xxxxxxxx’x obligation to pay to Palomar TTPs with respect to such Independent Product Lotion shall be two percent (2%). Xxxxxxxx’x obligation to pay to Palomar TTPs pursuant to this Section 6.2(b)(i) shall commence on the date of First Commercial Sale of the Xxxxxxxx Joint Independent Product and shall continue, on a Xxxxxxxx Joint Independent Product-by-Xxxxxxxx Joint Independent Product basis, for (A) in the case of a Xxxxxxxx Joint Independent Product Launched by Xxxxxxxx during the Exclusivity Period, as long as such Xxxxxxxx Joint Independent Product is sold by or on behalf of Xxxxxxxx or any of its agents or (sub)licensees, and (B) in the case of a Xxxxxxxx Joint Independent Product Launched within ten (10) years after the termination of the Exclusivity Period, twenty (20) years after the Launch of the first Xxxxxxxx Joint Independent Product in the Field that is Launched during the ten (10) years after the termination of the Exclusivity Period.
Sample 1
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Xxxxxxxx Joint Independent Products. Xxxxxxxx shall pay to Palomar on account of sales or distributions of each Xxxxxxxx Joint Independent Product in the Field by Xxxxxxxx or any of its agents or (sub)licensees, on a Xxxxxxxx Joint Independent Product-by-Xxxxxxxx Joint Independent Product basis, TTPs in the amount of (A) four percent (4%) of worldwide Net Sales of such product (other than any Xxxxxxxx Joint Independent Product that constitutes an Independent Product Topical), and (B) two percent (2%) of Net Sales of each Xxxxxxxx Joint Independent Product that constitutes an Independent Product Topical. Xxxxxxxx’x obligation to pay to Palomar TTPs pursuant to this Section 6.2(b)(i) shall commence on the date of First Commercial Sale of the Xxxxxxxx Joint Independent Product and shall continue, on a Xxxxxxxx Joint Independent Product-by-Xxxxxxxx Joint Independent Product basis, for (A) in the case of a Xxxxxxxx Joint Independent Product Launched by Xxxxxxxx during the Exclusivity Period, as long as such Xxxxxxxx Joint Independent Product is sold by or on behalf of Xxxxxxxx or any of its agents or (sub)licensees, and (B) in the case of a Xxxxxxxx Joint Independent Product Launched within ten (10) years after the termination of the Exclusivity Period, twenty (20) years after the Launch of the first Xxxxxxxx Joint Independent Product in the Field that is Launched during the ten (10) years after the termination of the Exclusivity Period. For purposes of calculating TTPs owed by Xxxxxxxx under this Section 6.2(b)(i), TTPs payable above on Net Sales of Independent Product Topicals shall include any portion of Net Sales attributable to any container, cartridge or applicator when sold containing such Independent Product Topical; provided that in the case of any such container, cartridge or applicator which constitutes an Independent Accessory Product where the Manufacture, sale, offer for sale, use or import of such container, cartridge or applicator would (in the absence of the license(s) or other ownership interests provided pursuant to this Agreement (including any of Xxxxxxxx’x ownership or other interests in the Joint Patents)) infringe a Valid Claim of a Joint Patent, where such Joint Patent claims priority to a Palomar Patent, then TTPs shall be payable under this Section 6.2(b)(i)(A). (ii)
Sample 1
Xxxxxxxx Joint Independent Products. Xxxxxxxx shall pay to Palomar on account of sales or distributions of each Xxxxxxxx Joint Independent Product in the Field by Xxxxxxxx or any of its agents or (sub)licensees, on a Xxxxxxxx Joint Independent Product-by-Xxxxxxxx Joint Independent Product basis, TTPs in the amount of four percent (4%) of worldwide Net Sales of such product; provided, however, that in the case of each Independent -34-
Sample 1

Related to Xxxxxxxx Joint Independent Products

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

  • Commercialization Diligence Upon receipt of the Marketing Authorization for a Licensed Product in the Field in a given Region in the Territory, Lian (directly, or through its Affiliates, Sublicensees or contractors) will use Commercially Reasonable Efforts to Commercialize such Licensed Product in the Field in such Region in the Territory. Lian will have sole decision-making authority and discretion with respect to Commercializing the Licensed Product in the Field in the Territory. [***].

  • Commercialization Reports After the First Commercial Sale of a Licensed Product anywhere in the Territory, LICENSEE shall submit to Cornell semi-annual reports on or before each February 28 and August 31 of each year. Each report shall cover LICENSEE’s (and each Affiliate’s and Sublicensee’s) most recently completed calendar half-year and shall show:

  • 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.

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

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Joint Manufacturing Committee A joint manufacturing committee (the “Joint Manufacturing Committee” or “JMC”) will be established pursuant to the Supply Agreement. The roles and responsibilities of the JMC shall be as specified in the Supply Agreement.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • 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.

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