Final Sale definition

Final Sale means any sale, transfer, lease, exchange or other disposition or provision of a Licensed Product and/or a Licensed Method to a Customer. A Final Sale shall be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer of title to such Licensed Product and/or Licensed Method to a Customer, (b) the shipment of such Licensed Product to a Customer, (c) the provision of a Licensed Method to a Customer, (d) the provision of an invoice for such Licensed Product or Licensed Method to a Customer, or (e) payment by the Customer for Licensed Products or Licensed Methods.

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Final Sale means any sale, transfer, lease, exchange or other disposition or provision of a Licensed Product and/or a Licensed Method to a Customer by Licensee or a Sublicensee. A Final Sale will be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer of title to such Licensed Product and/or Licensed Method to a Customer, (b) the shipment of such Licensed Product to a Customer, (c) the provision of a Licensed Method to a Customer, (d) the provision of an invoice for such Licensed Product or Licensed Method to a Customer, or (e) payment by the Customer for Licensed Products or Licensed Methods. Exchange of Licensed Products between Licensee and a Sublicensee is not a Final Sale if the Licensed Product is intended for further sale, transfer, lease, exchange or other disposition, in which case the Final Sale will be deemed to have occurred upon sale, transfer, lease, exchange or other disposition or provision of Licensed Product by Licensee or Sublicensee to a Customer. If Licensee or a Sublicensee transfers Licensed Product at no cost solely for use in, or for purposes of, a clinical study, clinical trial, or as a free sample in product promotion, then such transfers will not be considered a Final Sale and no royalty will be owed hereunder.

Final Sale means any sale, transfer, lease, exchange or other disposition or provision of a Licensed Product to a Customer. A Final Sale shall be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer of title to such Licensed Product to a Customer; (b) the shipment of such Licensed Product to a Customer; (c) the provision of an invoice for such License Product to a Customer; or (d) payment by the Customer for Licensed Product(s).

Examples of Final Sale in a sentence

• If, by the end of the Final Negotiation Period, the Parties have not agreed to definitive terms for the Sale of such XPLR Operating LP ROFR Asset to ▇▇▇▇ and no ▇▇▇▇ Acceptance has occurred, XPLR Operating LP will have the right, within 30 days following such Final Negotiation Period (the “Third Party Final Sale Period”), to consummate a Sale of such XPLR Operating LP ROFR Asset to such Third Party (or agree in writing to undertake such Sale to such Third Party) in accordance with the terms of Section 2.4.

• The representations, warranties and covenants of PLBY and the Company contained herein (including, PLBY’s obligations under Clause 11.2) shall survive each of the Initial Closing, the Second Sale and the Final Sale, and shall remain in full force and effect until the date that is 12 months after the Final Sale.

• After the consummation of the Initial Closing, this Agreement may be terminated by (a) mutual written consent of PLBY, the Company and UTG, (b) by PLBY in the event there has been a payment default under Clause 4 by UTG, or (c) by UTG in event that ▇▇▇▇ has failed to consummate the Second Sale or Final Sale.

• The provisions of this Agreement shall continue in accordance with its terms in full force and effect notwithstanding completion of the Final Sale taking place and shall be binding on the respective successors of the Parties.

• At its own expense, each Party shall (and shall use reasonable endeavours to procure that any relevant third party shall) promptly execute and deliver such documents and perform such acts as the other Parties may reasonably require from time to time for the purpose of giving full effect to this Agreement and, subject to the consummation of the Initial Closing, Second Sale and Final Sale, of giving UTG full legal and beneficial title to the Company Class B Shares and PLBY Class B Shares.

More Definitions of Final Sale

Final Sale means the point of sale or use of Patent Products, which sale or use is the last infringing act (but for the licenses granted herein) that is within the control of the Licensee or its sublicensee, whether or not the Licensee or sublicensee had control over prior infringing act(s). For the avoidance of doubt, this definition of Final Sale includes the sale of the entire Patent Product in which a component, intermediate, or Derived Product claimed under Patent Rights is used to make such Patent Product or is a part thereof.

Final Sale means any sale, transfer, lease, exchange or other disposition or provision of a Licensed Product and/or a Licensed Method to a Customer. A Final Sale shall be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer of title to such Licensed Product and/or Licensed Method to a Customer, (b) the shipment of such Licensed Product to a Customer, (c) the provision of an invoice for such Licensed Product or Licensed Method to a Customer, or (d) payment by the Customer for Licensed Products or Licensed Method. G. New Paragraph 1.11 is added:

Final Sale means any sale, transfer, lease, exchange or other disposition or provision of a Licensed Product and/or a Licensed Method to a Customer by a Licensee or Sublicensee. A Final Sale will be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer of title to such Licensed Product and/or Licensed Method to a Customer, (b) the shipment of such Licensed Product to a Customer, (c) the provision of a Licensed Method to a Customer, (d) the provision of an invoice for such Licensed Product or Licensed Method to a Customer, or (e) payment by the Customer for Licensed Products or Licensed Methods. Exchange of Licensed Products between Licensee and sublicense(s) is not a Final Sale if the Licensed Product is intended for further sale, transfer, lease, exchange or other disposition and instead the Final Sale will be deemed to have occurred upon sale, transfer, lease, exchange or other disposition or provision of Licensed Product by recipient to the Customer. If the Licensee or sublicense transfers Licensed Product at no cost during a clinical study, clinical trial, or as a free sample in product promotion, then such sale will not be considered a Final Sale and no royalty will be owed hereunder.

Final Sale means any sale, transfer, lease, exchange or other disposition or provision of a Licensed Product, Licensed Method and/or a Licensed Service to a Customer. A Final Sale shall be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer of title to a Licensed Product to a Customer, (b) the provision of an invoice for (i) the shipment of a Licensed Product to a Customer, or (ii) the provision of a Licensed Service to a Customer, or (c) payment by the Customer for Licensed Products, Licensed Methods or Licensed Services.

Final Sale has the meaning set out in Section 2.9;

Final Sale means any sale, transfer, lease, exchange or other disposition or provision of a Licensed Product and/or a Licensed Method to a Customer. A Final Sale shall be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer of title to such Licensed Product and/or Licensed Method to a Customer, (b) the shipment of such Licensed Product to a Customer, (c) the provision of a Licensed Method to a Customer,

Final Sale means any arms length sale or similar transfer, lease, exchange, disposition or provision of a particular Collaboration Product to any Third Party purchaser or acquirer or other recipient of that Collaboration Product (other than an Affiliate, Joint Venture, Development Partner or sublicensee, unless such is an end user of such Product). Collaboration Products used solely in clinical trials and in Expanded Access and Compassionate Use programs operated in accordance with FDA regulations, as well as a reasonable quantity of Collaboration Products used as marketing samples to develop or promote the Collaboration Products shall not be included as sold under the definition of Net Sales. A “Final Sale” shall be deemed to have occurred upon the GAAP revenue recognition by a Party and its Affiliates, Joint Venture, Development Partner or sublicensees for such shipment.