Access Territory definition

Access Territory means, with respect to an Optioned Product, any and all countries and territories where Gilead (itself or through its Affiliates) has publicly announced a policy to generally sell or otherwise make available such Optioned Product and one or more other Gilead products at a significantly discounted price to patients in such countries or territories. The list of countries and territories included in the Access Territory as of the Execution Date is set forth on Schedule A, which list shall be updated by Gilead on at least an annual basis.

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Access Territory means, with respect to a Licensed Product or Gilead Combination Product, any and all countries and territories where Gilead (itself or through its Affiliates) has publicly announced a policy to generally sell or otherwise make available such Licensed Product or Gilead Combination Product and one or more other Gilead products at a significantly discounted price to patients in such countries or territories. The list of countries and territories included in the Access Territory as of the Execution Date is set forth on Exhibit F, which list shall be updated by Gilead on at least an annual basis.

Access Territory means those countries set forth in Exhibit A.

Examples of Access Territory in a sentence

If Gilead sells any Optioned Product in any country in the Access Territory [***], or sells any Veterinary Product, then [***].
Within one hundred and eighty (180) days after the Effective Date, the Parties shall commence good faith negotiations with respect to one or more agreements pursuant to which the Combination Product would be made available in the Access Territory by one of the Parties or a Third Party.
In the event that GSK intends to Commercialize a Licensed Product in one or more countries in the Access Territory, the Parties shall timely enter into good faith negotiations to agree upon an equitable reduction in the royalty rate applicable to the aggregate reported Net Sales of such Licensed Product in such country or countries.
If Gilead sells any Optioned Product in any country in the Access Territory [***], then [***].
Accordingly, and subject to any adjustments expressly permitted under Section 8.4.6, ▇▇▇▇▇▇▇ shall have the right to use the agreed upon royalty rate for the applicable aggregate reported Net Sales of Licensed Products in the Access Territory on a country-by-country basis.
Accordingly, and subject to any adjustments expressly permitted under Section 6.4.5 or Section 13.8, as applicable, GSK shall have the right to use the agreed upon royalty rate for the applicable aggregate reported Net Sales of Licensed Products in the Access Territory on a country-by-country basis therein.
In the event that ▇▇▇▇▇▇▇ intends to Commercialize a Licensed Product in one or more countries in the Access Territory, the Parties shall timely enter into good faith negotiations to agree upon an equitable reduction in the royalty rate applicable to the aggregate reported Net Sales of such Licensed Product in such country or countries.
MSD shall promptly forward to Distributor any sales order(s) for the Products in the Access Territory that are received by MSD.
Accordingly, and subject to any adjustments expressly permitted under Section 8.5.5, ▇▇▇▇▇▇▇ shall have the right to use the agreed upon royalty rate for the applicable aggregate reported Net Sales of Licensed Products in the Access Territory on a country-by-country basis.
In the event that ▇▇▇▇▇▇▇ intends to Commercialize a Licensed Product in one or more countries in the Access Territory, the Parties shall timely enter into good faith negotiations to determine any equitable reduction in the royalty rate applicable to the aggregate reported Net Sales of such Licensed Product in such country or countries.

More Definitions of Access Territory

Access Territory means those countries specified on Annex D.

Access Territory means those countries set forth in Schedule 1.1. 1.2 “Accounting Standards” means GAAP or IFRS, as appropriate, as generally and consistently applied in compliance with Applicable Laws throughout the relevant company’s organization at the relevant time. 1.3 “Acquired Business” has the meaning set forth in Section 12.3. 1.4 “Acquired General Arrowhead Patent Rights” has the meaning as set forth in Section 10.2.3. 1.5 “Acquired Specific Arrowhead Patent Rights” has the meaning as set forth in Section 10.2.3. 1.6 “Acquirer” means, collectively, the Third Party referenced in the definition of Change of Control and such Third Party’s Affiliates, other than the applicable Party in the definition of Change of Control and such Party’s Affiliates, determined as of immediately prior to the closing of such Change of Control. 1.7 “Action” means any claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding of, to, from, by or before any Governmental Authority. 1.8 “Active Ingredient” means a clinically-active material that provides a pharmacological activity in a pharmaceutical or biologic product (excluding formulation components, such as coatings, stabilizers, excipients or solvents, adjuvants or controlled release technologies). 1.9 “Affiliate” means, with respect to a designated Party or entity, any entity controlling, controlled by, or under common control with such Party or entity. For purposes of this definition only, “control” means: (a) where the entity is a corporate entity, direct or indirect ownership of 50% or more of the stock or shares having the right to vote for the election of directors of such entity; and (b) where the entity is other than a corporate entity, the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise. For clarity, an entity may be or become an Affiliate of a Party or another entity and may cease to be an Affiliate of such Party or other entity, in each case, during the Term. The Parties acknowledge that, for the purposes of this Agreement, Visirna Therapeutics, Inc. shall not be an Affiliate of Arrowhead. 1.10 “Agreement” has the meaning set forth in the preamble above.

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