Unilateral Products Clause Samples

Unilateral Products. As of the Opt-Out Date following an Opt-Out Notice from Genmab and subject to the terms of this Agreement, Genmab shall grant to SGI an exclusive (even as to Genmab), royalty-bearing license under the Genmab Patents and Genmab Know-How, with the right to sublicense as permitted in Section 2.5, to develop, have developed, make, have made, import, use, offer for sale, have sold and sell SGI Products (i.e., a Unilateral Product for which SGI is the Continuing Party) within the Field in the Territory. The license for an SGI Product shall continue for the Royalty Term of such SGI Product, unless it is earlier terminated pursuant to Article 17.
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Unilateral Products. In the event such claim is brought against a Unilateral Product in a Royalty Region, the Participating Party with respect to such Unilateral Product shall have the first right, but not the obligation, to defend and control the defense of any such claim using counsel of its own choice at its sole expense. The other Party may participate in any such claim with counsel of its choice reasonably acceptable to the Participating Party at its sole expense. If the Participating Party elects (in a written communication submitted to the other Party within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim within such time periods so that the other Party is not prejudiced by any delays, the other Party may conduct and control the defense of any such claim, suit, or proceeding. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. The Participating Party shall be entitled to deduct [***] percent ([***]%) of the reasonable out-of- pocket costs (including any payment made pursuant to a judgment or settlement) of defending such claim, suit, or proceeding from [***]. Any recoveries by the Participating Party of any sanctions awarded to the Participating Party and against a Third Party asserting a claim being defended under this Section 12.4 shall be applied as follows: such recovery shall be applied first to (i) reimburse the Participating Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings to the extent not deducted from royalties pursuant to the previous sentence, and (ii) reimburse the other Party for [***].
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Unilateral Products. If the Non-Participating Phase IIb Party does not opt-in under Section 5.6(c)(iv), or if a Party delivers to the Participating Party an Opt- Out Notice pursuant to Section 5.5(d)(ii) with respect to a Development Region, such that only one Party (the “Participating Phase III Party”) desires to fund Phase III Development in such Development Region, then such Development Region is referred to as a “Royalty Region” for the applicable Product Candidate, and any Product containing such Product Candidate is referred to as a “Unilateral Product” with respect to such Development Region, and the Party that does not fund such Phase III Development for such Development Region is referred to as the “Non-Participating Phase III Party”. For each Unilateral Product in each applicable Royalty Region, the Participating Phase III Party shall conduct the Phase III Clinical Study(ies), as well as other Development activities required for Regulatory Approval, all in accordance with the Unilateral Phase III Plan, and such Phase III Development shall be deemed “Unilateral Phase III Development”.
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Unilateral Products 
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Related to Unilateral Products

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Additional Products Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Commercialization Plan On a Product by Product basis, not later than sixty (60) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory, the MSC shall prepare and approve a rolling multiyear (not less than three (3) years) plan for Commercializing such Product in the Copromotion Territory (the "Copromotion Territory Commercialization Plan"), which plan includes a comprehensive market development, marketing, sales, supply and distribution strategy for such Product in the Copromotion Territory. The Copromotion Territory Commercialization Plan shall be updated by the MSC at least once each calendar year such that it addresses no less than the three (3) upcoming years. Not later than thirty (30) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory and thereafter on or before September 30 of each calendar year, the MSC shall prepare an annual commercialization plan and budget (the "Annual Commercialization Plan and Budget"), which plan is based on the then current Copromotion Territory Commercialization Plan and includes a comprehensive market development, marketing, sales, supply and distribution strategy, including an overall budget for anticipated marketing, promotion and sales efforts in the upcoming calendar year (the first such Annual Development Plan and Budget shall cover the remainder of the calendar year in which such Product is anticipated to be approved plus the first full calendar year thereafter). The Annual Commercialization Plan and Budget will specify which Target Markets and distribution channels each Party shall devote its respective Promotion efforts towards, the personnel and other resources to be devoted by each Party to such efforts, the number and positioning of Details to be performed by each Party, as well as market and sales forecasts and related operating expenses, for the Product in each country of the Copromotion Territory, and budgets for projected Pre-Marketing Expenses, Sales and Marketing Expenses and Post-Approval Research and Regulatory Expenses. In preparing and updating the Copromotion Territory Commercialization Plan and each Annual Commercialization Plan and Budget, the MSC will take into consideration factors such as market conditions, regulatory issues and competition.

  • Product NYISO will provide Energy Resource Interconnection Service and Capacity Resource Interconnection Service to Developer at the Point of Interconnection.