Earnout Products definition

Earnout Products means the Data Center Products; provided that, for the avoidance of doubt, in no event shall Earnout Products include (i) any products owned by Purchaser or its Affiliates as of immediately prior to the Closing or (ii) any products acquired by Purchaser or its Affiliates as a result of the acquisition of any Person after the Closing.

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Earnout Products means products sold by any Selling Person that are intended to be used with the instruments that are covered by the Purchased Intellectual Property.

Earnout Products means the Prolieve Products and all improvements, enhancements, derivatives, and iterations thereto by Buyer or its Affiliates after the Closing Date.

Examples of Earnout Products in a sentence

• The Sales Payments shall be in an amount equal to ten percent (10%) of the amount of Product Sales of Earnout Products and shall be paid pursuant to Section 2.04(b) below.

• For the sake of clarity, the parties acknowledge that sales of Earnout Products and Services by the Company do not include any royalties received by the Company from MASA under the MASA Distribution Agreement (as defined in Section 2.03).

• Within forty-five (45) days following the end of each calendar quarter, Buyer shall provide Parent with a written report and certification including: (a) the quantities of Earnout Products that Buyer, its Affiliates, and/or sublicensees sold during the most recent calendar quarter period then ended; (b) the total Product Sales (on a country by country basis); (c) the U.S. dollar equivalent of such sales; and (d) the total Sales Payment so computed and due Parent.

• Notwithstanding the foregoing, the parties acknowledge and agree that, upon the occurrence of a Technical Failure with respect to any of the Company Earnout Products, Parent or the Surviving Corporation, as applicable, may, at its sole discretion, withdraw the Company Earnout Products related to the Technical Failure from the market in order to resolve such Technical Failure as soon as practicable using commercially reasonable efforts.

• Buyer and its affiliates may, in their sole discretion, decide to acquire, research, develop and/or market products and/or services that compete with the Earnout Products.

More Definitions of Earnout Products

Earnout Products shall have the meaning set forth in Section 2.8(a)(iii).

Earnout Products means any of the following products or services offered by Buyer after the Closing, whether as standalone products or as integrated into or incorporated into other products:

Earnout Products means: (a) Seller's products existing as of the date of this Agreement and direct derivatives thereof, (b) technology of Seller existing as of the date of this Agreement and direct derivatives thereof (the "Existing Technology" ) and (c) new products developed primarily from Existing Technologies. Earnout Products shall specifically exclude: (i) products primarily based on technologies assigned to or acquired by Purchaser or its Affiliates after the Closing Date from third parties; and (ii) products based primarily on technologies of Purchaser or its Affiliates existing as of the date of this Agreement. "Revenues" shall mean: gross revenues less: (i) actual returns to Purchaser of Earnout Products during any Earnout Year and (ii) discounts on Earnout Products. Purchaser shall use its reasonable best efforts to ensure prompt revenue recognition of Earnout Products.

Earnout Products means each of the products currently produced, manufactured, marketed, licensed, sold or distributed by the Company and its Subsidiaries or currently in development by the Company or its Subsidiaries and not yet in the marketplace, including derivatives and updates of all such products.

Earnout Products has the meaning ascribed thereto in Section 2.01(g)(vii).

Earnout Products has the meanings set forth in Section 3.3(a).

Earnout Products means (A) the Company’s current Tidal Assist Ventilation (“TAV”) product, including SideKick TAV devices, TAV interfaces, TAV accessories and related consumables (each, a “Current Product”), (B) any other ventilation product, including devices, interfaces, accessories, and related consumables, that (1) is derived from or incorporates substantially the same underlying technology as a Current Product or (2) is covered by a Valid Claim, or (C) any hardware or software upgrade to the products included in (A) and (B) above, and any related interfaces, accessories, and related consumables.