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 (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
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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 four percent (4%) of worldwide Net Sales of such product; provided, however, that in the case of each Independent -34-
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 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

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.

  • Recipient Products Updated Project Schedule (if applicable) • Updated List of Match Funds (if applicable) • Updated List of Permits (if applicable) • Kick-off Meeting Agenda

  • Software Products Save as otherwise set forth in the Agreement, the right to use any Software Product is personal to the Licensee, for its own internal use, and is non-transferable, except with the Licensor’s prior written consent, in which case the Licensee shall cause the assignee or sub-licensee to agree to the terms of this Software License.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

  • 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 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.

  • 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.

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

  • Custom Products Effective upon creation of Custom Products, Contractor hereby conveys, assigns and transfers to Authorized User the sole and exclusive rights, title and interest in Custom Product(s), whether preliminary, final or otherwise, including all trademark and copyrights. Contractor hereby agrees to take all necessary and appropriate steps to ensure that the Custom Products are protected against unauthorized copying, reproduction and marketing by or through Contractor, its agents, employees, or Subcontractors. Nothing herein shall preclude the Contractor from otherwise using the related or underlying general knowledge, skills, ideas, concepts, techniques and experience developed under a Purchase Order, project definition or work order in the course of Contractor’s business. Authorized User may, by providing written notice thereof to the Contractor, elect in the alternative to take a non-exclusive perpetual license to Custom Products in lieu of Authorized User taking exclusive ownership and title to such Products. In such case, Licensee on behalf of all Authorized Users shall be granted a non-exclusive perpetual license to use, execute, reproduce, display, perform, adapt and distribute Custom Product as necessary to fully effect the general business purpose(s) as stated in paragraph (b)(i)(2), above.

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