Examples of Transition Product in a sentence
The GMN Completion Percentage shall be used in determining the Preliminary Purchase Price for each batch of the Transition Product as set forth in Section 7.1. Notwithstanding anything in this Agreement to the contrary, GMN shall have no liability to PDL for any non-conformance of the Transition Product to the Specifications, unless such non-conformance is due to the gross negligence or willful misconduct of GMN.
Within [****]* after the Effective Date, the Parties shall conduct a mutual assessment of the manufacturing process completed by PDL as of the Effective Date as a percentage of the total manufacturing process, in order to determine the remaining percentage of the manufacturing process required to be carried out by GMN in order to complete the manufacture of each batch of the Transition Product (the “GMN Completion Percentage”).
By way of example, but not by limitation, if the GMN Completion Percentage for a batch of Transition Product is [****]* percent [****]*, the Preliminary Purchase Price for that batch shall be US$[****]*.
For purposes of this Article 6 (Trademark Transition), a “Motorola Trademark” means a Trademark of Motorola that, as of the Effective Date, is used on or connection with a Trademark Transition Product.
The Preliminary Purchase Price for each batch of Transition Product shall be equal to the [****]*.
Without limiting the foregoing, Buyer shall not (i) use the Transition Marks in a manner that detracts from the goodwill associated with such Transition Marks or in a manner contrary to the reasonable instructions of Seller, (ii) co-brand the Products with any other Marks without the prior written consent of Seller, or (iii) sell any Transition Product beyond its shelf life or in any other improper manner.
The Preliminary Purchase Price for each batch of Transition Product shall be equal to [****]*.
Seller shall have executed and delivered a Transition Services Agreement, a Transition Product Services Agreement, a Transition Buyback Agreement and an IGBT Supply Agreement, substantially in the form of Exhibit F, Exhibit G, Exhibit H1 and Exhibit H2 hereto (collectively, the “Transition Services Agreements”).
With respect to each Transition Product ANDA, during the applicable Transition Period, Seller hereby grants to Purchaser an irrevocable, exclusive, royalty-free, fully paid-up, sublicensable, transferrable license under Seller’s rights in the applicable Transition Product ANDA to sell, distribute and otherwise commercialize or exploit the applicable Transition Reference Product in the Territory.
With respect to each Transition Product ANDA, during the applicable Transition Period, Seller will continue to hold, and be the “in-name-only” owner, of the Transition Product ANDA for the sole purpose of obtaining marketing approval for the applicable Transition Reference Product in China.