Contingent Payment Product definition

Contingent Payment Product means either the Gross Profit Payment Product or the Sales Payment Product, as applicable.

Contingent Payment Product means any pharmaceutical product that either (a) is Covered by a Purchased Patent Right or (b) contains or incorporates the Product.

Contingent Payment Product has the meaning set forth in Section 2.6(a)(iv).

Examples of Contingent Payment Product in a sentence

• Until the First Commercial Sale of each Contingent Payment Product, Buyer shall send to Seller a reasonably detailed status report of the development, manufacture and commercialization of such Contingent Payment Product and the status of efforts to achieve the Milestone Events once each year (each such report, an “Update Report”), with the first such Update Report due in January of 2019 and subsequent Update Reports due in January of each applicable year.

• With respect to each Contingent Payment Product and country, the “Contingent Royalty Period” means the later of (1) expiration of the [***] year period following the First Commercial Sale of such Contingent Payment Product in such country, (2) expiration of the last-to-expire Valid Claim that Covers such Contingent Payment Product in such country and (3) expiration of [***] for such Contingent Payment Product in such country.

• Any license by Parent of the rights to develop, make, use and sell any Contingent Payment Product shall not release Parent from any of its obligations under this Agreement with respect to such Contingent Payment Product.

• Accordingly, nothing herein shall be deemed to be an agreement on the part of any member of the Buyer Group to achieve the FDA Milestone or the Sales Milestone or to generate any amount of Worldwide Gross Profit, Worldwide Ancillary Gross Profit or Worldwide Net Sales with respect to any Contingent Payment Product during any one or more Contingent Payment Years.

• Without limiting the obligations of the Parent set forth in Section 6.9 below, nothing contained in this Section 2.7 or elsewhere in this Agreement shall obligate Buyer Group to develop, commence or continue marketing or selling, any Contingent Payment Product.

More Definitions of Contingent Payment Product

Contingent Payment Product means any product developed by the Company prior to the Effective Time demonstrating a reasonable level of feasibility prior to such time, to the extent that the manufacture, marketing and sale of such product by Parent or its Affiliates (excluding the Surviving Corporation) would infringe a valid and enforceable claim of (x) any patent included in the Company Owned Intellectual Property or Company Licensed Intellectual Property issued at or prior to the Effective Time, or (y) issued after the Effective Time pursuant to a patent claim included in any United States patent application included in the Company Owned Intellectual Property or Company Licensed Intellectual Property which has been filed prior to the Effective Time; provided, that such product shall be deemed to be a Contingent Payment Product only from and after the issuance of such patent.

Contingent Payment Product means any pharmaceutical composition or product that includes a Compound as an active pharmaceutical ingredient, provided that the composition, use, or production of such Compound is the subject of a Valid and Enforceable Claim of a Company Patent, which Company Patent (i) was owned or controlled by the Company immediately prior to the Effective Time, which ownership or control shall be deemed to have included any subsequent continuations, continuations in part, divisionals, reexaminations, reissues, restorations (together with supplemental protection certificates in Europe), provisions, foreign counterparts, and extensions, and (ii) is owned or controlled by Parent or the Surviving Corporation or any of their Affiliates, successors, permitted assignees and permitted licensees at all times following the Effective Time. * Confidential Treatment Requested. Omitted portions filed with the Commission.

Contingent Payment Product means any Contingent Payment Product that includes Section 6.9 IB657 as an active pharmaceutical ingredient and that is being developed for the treatment of infections caused by HCV as an indication.

Contingent Payment Product means (i) any product candidate arising from the CoMET Platform and (ii) any pharmaceutical product that contains such product candidate; provided that, in respect of the foregoing (i) and (ii), as of the date of achievement of the applicable Earnout Event, such product candidate is Covered by a Valid Claim that claims the composition of matter of such candidate or product, which Valid Claim is in a (i) Company Owned Intellectual Property or (ii) continuation, divisional, renewal, or continuation-in-part claiming priority to any Company Owned Intellectual Property to the extent the applicable claim thereof is entirely supported by, or otherwise validly claims priority to, such Company Owned Intellectual Property .

Contingent Payment Product means any Company Product to the extent that the manufacture, marketing, sale, offer for sale or importation of such device would infringe (absent applicable appropriate licenses or other rights), in such jurisdiction of manufacture, sale, offer for sale or importation a valid and enforceable claim of any patent included in the Company Owned Intellectual Property or Company Licensed Intellectual Property issued at or prior to the Effective Time or of any patent issued after the Effective Time pursuant to a patent application included in the Company Owned Intellectual Property that has been filed prior to the Effective Time. For purposes of this definition, “valid and enforceable claim” means a claim of an issued and unexpired patent that has not been held revoked, unenforceable or invalid by a court or administrative or other government agency of competent jurisdiction and that has not been admitted to be invalid or unenforceable through reissue, reexamination, disclaimer or otherwise.

Contingent Payment Product has the meaning set forth in Section 3.9(a)(iii).

Contingent Payment Product means any of the products of the Company listed on Schedule 2.02 hereto and all improvements and modifications to such products made by Parent or Surviving Corporation during the Contingent Payment Term, in each case to the extent such products are marketed and sold by the Company, Surviving Corporation or the Parent (either directly or through one or more Affiliates) for the treatment of disorders of the breast, but without regard to the use to which such products are actually put by the end-users thereof.