PRODUCT IN CLASS definition

PRODUCT IN CLASS means any RTK PRODUCT (i) as to which LICENSEE commenced work on, or acquired or in-licensed such product (or intellectual property claiming the composition or method of use of such product) while SCHLESSINGER was MEANINGFULLY INVOLVED AT YALE and MEANINGFULLY INVOLVED AT KOLLTAN; or (ii) that is claimed by a VALID CLAIM in a LICENSED PATENT. Notwithstanding the foregoing, for purposes of this AGREEMENT, PRODUCT IN CLASS shall not include (x) an RTK PRODUCT that is owned, in-licensed (unless in-licensed (directly or indirectly) from LICENSEE) or otherwise controlled by a third party that acquires control of LICENSEE through a CHANGE OF CONTROL, where such third party owned, in-licensed (unless in-licensed (directly or indirectly) from LICENSEE) or otherwise controlled such RTK PRODUCT prior to such CHANGE OF CONTROL; (y) an RTK PRODUCT that is owned, in-licensed or otherwise controlled by a third party that acquires control of LICENSEE through a CHANGE OF CONTROL, where such third party first owned, in-licensed or otherwise controlled such RTK PRODUCT following such CHANGE OF CONTROL; or (z) a DESIGNATED THIRD PARTY RTK PRODUCT, unless in either (x), (y) or (z) such RTK PRODUCT is claimed by a VALID CLAIM in a LICENSED PATENT.
View Source
PRODUCT IN CLASS means any ENPP PRODUCT [**]. (a) Notwithstanding the foregoing in this definition, PRODUCT IN CLASS shall not include: (x) [**]; or (y) [**]; provided, however,
View Source

Examples of PRODUCT IN CLASS in a sentence

  • If during the course of the year covered by such report LICENSEE, SUBLICENSEE or AFFILIATE shall have been involved in REASONABLE COMMERCIAL EFFORTS for more than one actual or proposed PRODUCT IN CLASS or LICENSED METHOD, such report for such year shall provide the information set forth above for each such actual or proposed PRODUCT IN CLASS or LICENSED METHOD.

  • The efforts of AFFILIATES and SUBLICENSEES shall be considered LICENSEE efforts for purposes of determining whether LICENSEE is using REASONABLE COMMERCIAL EFFORTS as required by this Section 7.2. LICENSEE shall not pursue development and commercialization of an RTK PRODUCT that is not a PRODUCT IN CLASS for the sole purpose of avoiding the payment of a royalty to YALE pursuant to Section 6.1.

  • In case of any such sublicense, if on the effective date of such sublicense, one or more of the milestones specified in Section 5.7 shall have been met, then, within thirty (30) days after the effective date of the sublicense for such diagnostic PRODUCT IN CLASS, LICENSEE shall pay YALE the milestone royalties for all milestones specified in Section 5.7 which shall have been achieved for such PRODUCT IN CLASS prior to the effective date of such sublicense.

  • Notwithstanding any provision of this AGREEMENT to the contrary, no INDEMNIFIED PERSON shall be entitled to indemnity hereunder for any CLAIM arising out of or relating to such INDEMNIFIED PERSON’s participation in any clinical trial involving any PRODUCT IN CLASS or such INDEMNIFIED PERSON’s use of a PRODUCT IN CLASS as a patient.

  • The REDUCED EARNED ROYALTY on worldwide cumulative NET SALES of each PRODUCT IN CLASS or LICENSED METHOD developed by LICENSEE or its SUBLICENSEES or AFFILIATES shall be equal to [**] percent ([**]%) of such NET SALES from and after the date there is no such VALID CLAIM.

  • For the avoidance of doubt, each of the foregoing milestone royalties shall be payable only once for each diagnostic PRODUCT IN CLASS, even if such PRODUCT IN CLASS achieves a given milestone more than once.

  • If for such a PRODUCT IN CLASS or LICENSED METHOD there is not a VALID CLAIM in either a LICENSED PATENT or a KOLLTAN PATENT, in each case claiming such PRODUCT IN CLASS or LICENSED METHOD, then the EARNED ROYALTY on such a PRODUCT IN CLASS or LICENSED METHOD shall be reduced (a “REDUCED EARNED ROYALTY”).

  • For the avoidance of doubt, each of the foregoing milestone royalties shall be payable only once for each therapeutic or prophylactic PRODUCT IN CLASS, even if such PRODUCT IN CLASS achieves a given milestone more than once.

  • In case of any such sublicense, if on the effective date of such sublicense, one or more of the milestones specified in Section 5.4 shall have been met, then, within thirty (30) days after the effective date of the sublicense for each such therapeutic or prophylactic PRODUCT IN CLASS, LICENSEE shall pay YALE the milestone royalties for all milestones specified in Section 5.4 which shall have been achieved for such PRODUCT IN CLASS prior to the effective date of such sublicense.

  • If LICENSEE shall have sold PRODUCTS IN CLASS during the period covered by such report, then such report shall clearly indicate (a) which of LICENSEE’s PRODUCTS sold during such period are PRODUCTS IN CLASS, and which are not PRODUCTS IN CLASS, and (b) which of the LICENSED PATENTS, if any, cover each such PRODUCT IN CLASS.

Related to PRODUCT IN CLASS

  • Impaired Class means an impaired Class within the meaning of section 1124 of the Bankruptcy Code.

  • Diagnostic Product means an assemblage of reagents, including but not limited to reagents packaged in the form of a kit, useful in performing a Licensed Service.

  • Eligible Product means, instead of the definition in FAR 25.003—

  • Licensed Compound means [***].

  • Unimpaired Class means an unimpaired Class within the meaning of section 1124 of the Bankruptcy Code.