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. 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 John Freeman, 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. 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. 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.
Certain Products. With respect to each of the Harvester System, the Solution Transfer Pump and the Cell Wash Sets, the Term, unless earlier terminated pursuant to Section 24 below, shall be five (5) years from the date hereof. At the end of such five (5) year term, (i) Baxter will grant to Newco an exclusive, worldwide, royalty-free, perpetual license to make, have made, use and sell the Harvester System, the Solution Transfer Pump and the Cell Wash Sets in connection with Ex Vivo Cell Processing under all of the intellectual property (including without limitation, patents, patent applications, copyrights, know-how and confidential and proprietary information) owned or used by Baxter as required for the manufacture of the Harvester System, the Solution Transfer Pump and the Cell Wash Sets, which license will be subject to any then existing licenses or sublicenses of such technology, (ii) Baxter will transfer to Newco, or otherwise provide access to and the rights to reference, any applicable FDA device master file, and (iii) Baxter will assist in the transfer of the manufacture of the Harvester System, the Solution Transfer Pump and the Cell Wash Sets to a third party manufacturer selected by Newco in the manner described in clauses (i) through (iii) of Section 3.2B and Section 3.2C, below.
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.

Related to Certain Products

Other Products and Services Manager may offer wireless products and services that are not Sprint PCS Products and Services, on the terms Manager determines, if the offer of the additional products and services:
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 Except as set forth below, Contractor shall retain all rights, title and interest in Existing Products.
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 To the knowledge of the Seller and except as disclosed in the Recent Reports, there exists no set of facts (i) which could furnish a basis for the withdrawal, suspension or cancellation of any registration, license, permit or other governmental approval or consent of any governmental or regulatory agency with respect to any product or service developed or provided by the Seller or its Subsidiaries, (ii) which could furnish a basis for the withdrawal, suspension or cancellation by order of any state, federal or foreign court of law of any product or service, or (iii) which could have a Material Adverse Effect on the continued operation of any facility of the Seller or its Subsidiaries or which could otherwise cause the Seller or its Subsidiaries to withdraw, suspend or cancel any such product or service from the market or to change the marketing classification of any such product or service. Each product or service provided by Seller or its Subsidiaries has been provided in accordance in all material respects with the specifications under which such product or service normally is and has been provided and the provisions of all applicable laws or regulations.