PAYMENT OF DEVELOPMENT EXPENSES, PURCHASE OF PRODUCT AND LIMITATION OF AGREEMENT Sample Clauses

PAYMENT OF DEVELOPMENT EXPENSES, PURCHASE OF PRODUCT AND LIMITATION OF AGREEMENT. 3.1 Payment of Device Development Costs. Except as otherwise set forth in Section 3.3, all Device Development Costs incurred by either Party pursuant to the Device Development Plan or otherwise approved by the Parties shall be shared equally by the Parties, except that Lilly shall bear eighty percent (80%) of the incremental Device Development Costs for development of Devices in the Territory outside the U.S. and Amylin shall pay twenty percent (20%) of the incremental Device Development Costs. It shall be presumed that the Device Development Costs are for the U.S., unless (i) the incremental change is specifically required by a Territory outside the U.S., and (ii) the incremental change will not benefit the U.S. If Amylin believes that the incremental Device Development Costs relating to the change substantially outweighs the benefit of such change to the U.S. market, Amylin shall have the right to submit its concerns to the Committee for discussion and resolution. If the parties are unable to determine whether the Device Development Costs are for the U.S. or outside the U.S. (“O.U.S.”), then such Device Development Costs shall be deemed […***…] U.S. Device Development Costs and […***…] O.U.S.
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PAYMENT OF DEVELOPMENT EXPENSES, PURCHASE OF PRODUCT AND LIMITATION OF AGREEMENT 
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Related to PAYMENT OF DEVELOPMENT EXPENSES, PURCHASE OF PRODUCT AND LIMITATION OF AGREEMENT

  • Application to Master Agreement For the avoidance of doubt, Clause 21.5 does not apply in respect of sums due from the Borrower to the Swap Bank under or in connection with the Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of the Master Agreement shall apply.

  • Term of Master Agreement Section 10.1 is replaced in its entirety, as follows:

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Indemnity for Underlying Sales and Supplemental Agreements Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegations of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following: