Company Proposal of Joint Applications Sample Clauses

Company Proposal of Joint Applications. Company may propose pursuing with Gen-Probe joint development and commercialization of CUDA and NATs and other consumables for use with CUDA for Joint Applications from time to time following the first anniversary of the Effective Date and prior to any Company Event. Company will make any such proposal regarding a Joint Application to Gen-Probe in writing, which proposal shall include: (i) a description of the Joint Application; (ii) a proposed development and commercialization timeline for such Joint Application; (iii) a proposed minimum annual development expenditure for such Joint Application; and (iv) a proposed royalty for such Joint Application. Gen-Probe will appoint a person from Gen-Probe (the “Alliance Manager”) who will be responsible for all aspects of Gen-Probe’s relationship with Company, including responsibility for presenting all proposals regarding Joint Applications to Gen-Probe’s senior management for consideration. All such proposals made by Company pursuant to this clause (c) will be processed by the Alliance Manager in a timely fashion and reviewed and considered by Gen-Probe in good faith. Gen-Probe shall notify Company in writing within 45 days of receipt of the notice (including all of the information to be included with such notice), whether or not Gen-Probe is willing to undertake joint development and commercialization of such Joint Application. If Gen-Probe is willing to undertake joint development and commercialization for such Joint Application, then the parties shall use good faith efforts to mutually agree upon an allocation of development funding for such Joint Application as well as an allocation of commercial rights, it being understood that it is expected that Gen-Probe will in most cases be responsible for commercialization of such Joint Application and will compensate Company on sales of CUDA and NATs and other consumables for use with CUDA for such Joint Application.
View SourceView Similar (3)

Related to Company Proposal of Joint Applications

  • Submittal of Documents The Consultant shall not commence the Services under this Agreement until the Consultant has submitted and the District has approved the certificate(s) and affidavit(s), and the endorsement(s) of insurance required as indicated below:

  • Data Disclosing an Invention If the Parties exchange Data disclosing an invention for which patent protection is being considered, and the furnishing Party identifies the Data as such when providing it to the Receiving Party, the Receiving Party shall withhold it from public disclosure for a reasonable time (one (1) year unless otherwise agreed or the Data is restricted for a longer period herein).

  • Approval of Documentation The form and substance of all certificates, instruments and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel.

  • Trade Secrets and Proprietary Information (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment, Executive agrees that he will not, during or after the Term, without the consent of the Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the Board, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and affiliates, other than affiliates whose relationship as an affiliate is derived solely from Executive’s interest in or position at the affiliate. (b) In the event that any trade secrets or other confidential information covered by Section 6(a) of this Agreement is required to be produced by Executive pursuant to legal process, Executive shall give the Company notice of such legal process within a reasonable time, but not later than ten (10) business days prior to the date such disclosure is to be made, unless Executive has received less notice, in which event Executive shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s cost and expense) in a timely manner so that Executive is not subject to penalties for failure to make such disclosure, Executive shall not make any disclosure until there has been a court determination on the Company’s objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive shall make disclosure only to the extent that disclosure is unequivocally required by the court order, and Executive will exercise reasonable efforts at the Company’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

  • LICENSE HOLDER CONTACT INFORMATION This notice is being provided for information purposes. It does not create an obligation for you to use the broker’s services. Please acknowledge receipt of this notice below and retain a copy for your records.