Certain Products Sample Clauses

Certain Products. (a) If Buyer reasonably believes or receives written notice that the manufacture, use, sale, offer for sale, or import of any Current Product infringes or is likely to infringe any claim of any Patent owned by any other Person anywhere in the world, then, as a condition to Seller’s obligations under Sections 11.02(a)(vi) and 11.02(a)(vii), Buyer shall use its reasonable efforts to obtain such Current Product from a Person (including Seller under subsection (b) below) that has sufficient ownership, rights or licenses to manufacture and sell such Current Product to Buyer without infringing any claim of any Patent owned by any other Person anywhere in the world; provided that any royalty or other increase in the per unit price or cost paid or incurred by Buyer for such Current Product (relative to the price or cost that Buyer demonstrates in reasonable detail it would have paid in the absence of such infringement, such price or cost to be based on the average price or cost per unit that Buyer paid or incurred during the preceding twelve month period for such Current Product (if applicable)) shall be deemed Damages for purposes of Sections 11.02(a)(vi) and 11.02(a)(viii) to the extent that such Sections apply in accordance with Article 11. In addition, if Buyer arranges to obtain a Current Product from a Person who does not provide such Current Product to the Business as of the Closing Date (including with respect to a Current Product that is not marketed or sold by the Business as of the Closing Date), then, as a condition to Seller’s obligations under Sections 11.02(a)(vi) and 11.02(a)(vii), Buyer shall use its reasonable efforts to obtain such Current Product from a reputable and established source, including Seller under Section 7.11(b) (it being understood that for this purpose current suppliers of Current Products shall be considered reputable and established sources) that Buyer reasonably believes has sufficient ownership, rights or licenses to manufacture and sell such Current Product to Buyer without infringing any claim of any Patent owned by any other Person anywhere in the world.
Certain Products. The parties acknowledge and agree that (i) the additional Loprox PRODUCT discussed in Schedule 13 to the LICENSE AND OPTION AGREEMENT, Loprox Gel and Topicort Ointment 0.05% (but not line extensions thereof) are not to be considered HMRI NEWLY DEVELOPED PRODUCTS; and (ii) HMR's CICLOPIROX Powder and Loprox Vaginal Cream shall be considered HMR NEWLY DEVELOPED PRODUCTS; provided, however, that the exercise of the MEDICIS RIGHT OF FIRST OFFER with respect to HMR's CICLOPIROX Powder and Loprox Vaginal Cream shall not be subject to the notice provisions of Section 5.1(a) or (b).
Certain Products. To the knowledge of the Company, all of its products and the products of its Subsidiaries that are required to be filed and marketed as “insurance” are filed and marketed as insurance. Neither the Company nor any of its Subsidiaries has received written notice from a Governmental Entity alleging that any of its products that are not marketed as insurance constitute or are subject to regulation as “insurance” under applicable Law.
Certain Products. For a period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, the Buyer shall use its commercially reasonable efforts, and shall cause its controlled Affiliates to use their commercially reasonable efforts, to continue to supply PRF Materials Products to the customers of the Business, including any competitors of the Buyer, on commercially reasonable terms negotiated between such customer and the Buyer in good faith. In addition, for a period beginning on the Closing Date and ending on the third (3rd) anniversary of the Closing Date, the Buyer shall use its commercially reasonable efforts, and shall cause its controlled Affiliates to use their commercially reasonable efforts, to continue to supply bare dies and diced wafers of Power and RF Products to the customers of the Business, including any competitors of the Buyer, on commercially reasonable terms negotiated between such customer and the Buyer in good faith. The provisions of this Section 6.18 are solely for the benefit of the Parties and no customers of the Business, including any competitors of the Buyer, or any other Person shall be regarded for any purpose as a third-party beneficiary of this Agreement, including this Section 6.18 and no provision of this Section 6.18 shall create such rights in any such Person.
Certain Products. Except as set forth on Schedule 3.19 since January 1, 1997, none of the Sold Companies or the Subsidiaries (or to the Seller’s knowledge, any of the Venture Entities) has produced or sold any products which, to the Seller’s knowledge, contain asbestos. The affidavit of Xxxx Xxxxxxx, Esq. dated June 8, 2001, served in connection with the Grand Forks County, North Dakota Cases listed in Schedule 3.19(a) is true and correct in all respects.
Certain Products. The parties acknowledge that certain products previously manufactured by the Business which contain plutonium are currently located at the Miami Lakes, Florida facility. The parties agree that such products may remain in their current location (and Sellers and their Affiliates will have access to such products during normal business hours), until the later to occur of eighteen (18) months after the Closing Date, or Buyer selling or otherwise transferring its ownership interest in the facility where such products are currently located. Upon the expiration of such period, Sellers or their Affiliates shall remove, store and be responsible for such products and any future returns of other such products at their own expense.

Related to Certain Products

  • Other Products After clinical or other evidence, provided in writing [***] to Company, demonstrating the practicality of a particular market or use within the LICENSED FIELD which is not being developed or commercialized by Company, Company shall either provide JHU with a reasonable development plan and start development or attempt to reasonably sublicense the particular market or use to a third party. If within six (6) months of such notification [***] Company has not initiated such development efforts or sublicensed that particular market or use, JHU may terminate this license for such particular market or use. This Paragraph shall not be applicable if Company reasonably demonstrates to JHU that commercializing such LICENSED PRODUCT(S) or LICENSED SERVICE(S) or granting such a sublicense in said market or use would have a potentially adverse commercial effect upon marketing or sales of the LICENSED PRODUCT(S) developed and being sold by Company.

  • Additional Products and Services Subject to the allocation of funds, the CPO may add similar equipment, supplies, services, or locations, within the scope of this Agreement, to the list of equipment, supplies, services, or locations to be performed or provided by giving written notification to Contractor. For purposes of this Section, the “Effective Date” means the date specified in the notification from the CPO. As of the Effective Date, each item added is subject to this Agreement, as if it had originally been a part, but the charge for each item starts to accrue only on the Effective Date. In the event the additional equipment, supplies, services, or locations are not identical to the items(s) already under this Agreement, the charges therefor will then be Contractor’s normal and customary charges or rates for the equipment, supplies, services, or locations classified in the Fees and Costs (Exhibit “F”).

  • Supply of Products TheraSense shall be responsible for the ------------------ manufacture of FreeStyle Products for sale to Nipro.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Combination Products In the event that a Licensed Product is sold for a single price in combination with another therapeutically active pharmaceutical ingredient, or other product or service, for which no royalty would be due hereunder if sold separately, Net Sales from such combination sales, for purposes of calculating the applicable royalty rate and the applicable royalty due under Section 5.3 shall be calculated by multiplying the Net Sales of the combination product by the fraction A/(A + B), where A is the average gross selling price during the previous [***] of the Licensed Product sold separately and B is the gross selling price during the previous [***] of the therapeutically active ingredient, product or service. In the event that separate sales of the Licensed Product or the additional therapeutically active ingredient, product or service were not made during the previous [***], then the Net Sales shall be reasonably allocated between such Licensed Product and such other active ingredient, product or service as agreed upon by the Parties, or failing agreement, determined in accordance with Section 13.1 (Dispute Resolution) below.

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

  • Existing Products 1. Hardware - Title and ownership of Existing Hardware Product shall pass to Authorized User upon Acceptance.

  • Additional Products If Customer uses any Additional Product, the Processor Services may allow that Additional Product to access Customer Personal Data as required for the interoperation of the Additional Product with the Processor Services. For clarity, these Data Processing Terms do not apply to the processing of personal data in connection with the provision of any Additional Product used by Customer, including personal data transmitted to or from that Additional Product.

  • Products and Services General Information The Vendor Agreement (“Agreement”) made and entered into by and between The Interlocal Purchasing System (hereinafter “TIPS”) a government cooperative purchasing program authorized by the Region 8 Education Service Center, having its principal place of business at 0000 XX Xxx 000 Xxxxx, Xxxxxxxxx, Xxxxx 00000 and the TIPS Vendor. This Agreement consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth shall control unless otherwise agreed by the parties in writing and by signature and date on the attachment. A Purchase Order (“PO”), Agreement or Contract is the TIPS Member’s approval providing the authority to proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed between the Vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business goals are some, but not all, of the possible addendums.

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.