Commercialization of JV Products Sample Clauses

Commercialization of JV Products. 25 10.2 RIGHTS TO JV PRODUCTS 26 11. CONDITIONS TO CLOSING 26 11.1 CLOSING 26 11.2 CONDITIONS TO CLOSING 26 12. TERMINATION AND DISENGAGEMENT 27 12.1 TERM 27 12.2 TERMINATION OF AGREEMENT AND RESEARCH PROGRAM 27
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Commercialization of JV Products. Whenever QIAGEN, BECTON or the Joint Venture believes a JV Product has been developed in the course of the Research Program, it shall promptly notify and provide all relevant data to the Management Committee. Upon such notice (and on its own initiative even without notice), the Management Committee shall determine whether a JV Product has been developed by the Joint Venture utilizing criteria to be established by the Management Committee and furnished to the Parties in writing. Upon a determination by the Management Committee that a JV Product has been developed by the Joint Venture (i) the Management Committee shall provide prompt written notice to each of QIAGEN and BECTON and (ii) QIAGEN and BECTON and the Joint Venture shall negotiate, execute and deliver a Product Manufacturing, Supply and Marketing Agreement (the “Product Agreement”) in form and substance satisfactory to the Parties covering such JV Product, and including the following terms:
Commercialization of JV Products. The Product Agreement shall provide that BECTON and QIAGEN shall develop and the Management Committee shall review, a joint commercialization plan (“Commercialization Plan”) for each JV Product, which shall include but not be limited to (i) demographics and market dynamics, market strategies, estimated country launch dates, a worldwide sales and expense forecast (including at [*]) and expected product profile, (ii) a market plan (including advertising and detailing forecasts and pricing strategies pertaining to discounts, samples and nominal price sales, as well as expected assignments of detailing responsibilities between the Parties’ respective sales forces; (iii) a commercialization budget (“Commercialization Budget”) for each JV Product, including the Third Parties to be utilized, if any, and the arrangements with them that have been or are proposed to be agreed upon; and (iv) amended Commercialization Milestones or Commercialization Milestones in addition to those Commercialization Milestones set forth in the Research Plan. Each Commercialization Budget shall include a budget of the expenses expected to be incurred in connection with performing the Commercialization Plan and the Commercialization Budget shall be submitted to the Management Committee for review and approval by a date to be established by the Management Committee. The Parties hereby acknowledge that the JV Products contemplated under the Joint Venture’s business plan as of the Effective Date are intended to have the characteristics set forth in Schedule 10.1.2 attached hereto, and the [*] provided, however, that the Management Committee may, from time to time, make decisions to change the distributorship of such JV Products. It is the understanding of the Parties that the Management Committee shall determine which Party or Parties shall be the distributor of JV Products other than JV Products having characteristics set forth in Schedule 10.1.2.

Related to Commercialization of JV Products

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • 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.

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

  • Development Activities The Development activities referred to in item “b” of paragraph 3.1 include: studies and projects of implementation of the Production facilities; drilling and completion of the Producing and injection xxxxx; and installation of equipment and vessels for extraction, collection, Treatment, storage, and transfer of Oil and Gas. The installation referred to in item “c” includes, but is not limited to, offshore platforms, pipelines, Oil and Gas Treatment plants, equipment and facilities for measurement of the inspected Production, wellhead equipment, production pipes, flow lines, tanks, and other facilities exclusively intended for extraction, as well as oil and gas pipelines for Production Outflow and their respective compressor and pumping stations.

  • Collaboration We believe joint effort toward common goals achieves trust and produces greater impact for L.A. County’s youngest children and their families.

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

  • Clinical Trials The studies, tests and preclinical and clinical trials conducted by or on behalf of, or sponsored by, the Company, or in which the Company has participated, that are described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or the results of which are referred to in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, were and, if still pending, are being conducted in all material respects in accordance with protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company and all applicable statutes, rules and regulations of the FDA, the EMEA, Health Canada and other comparable drug and medical device (including diagnostic product) regulatory agencies outside of the United States to which they are subject; the descriptions of the results of such studies, tests and trials contained in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus do not contain any misstatement of a material fact or omit a material fact necessary to make such statements not misleading; the Company has no knowledge of any studies, tests or trials not described in the Disclosure Package and the Prospectus the results of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Registration Statement, the Time of Sale Disclosure Package or Prospectus; and the Company has not received any notices or other correspondence from the FDA, EMEA, Health Canada or any other foreign, state or local governmental body exercising comparable authority or any Institutional Review Board or comparable authority requiring or threatening the termination, suspension or material modification of any studies, tests or preclinical or clinical trials conducted by or on behalf of, or sponsored by, the Company or in which the Company has participated, and, to the Company’s knowledge, there are no reasonable grounds for the same. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there has not been any violation of law or regulation by the Company in its respective product development efforts, submissions or reports to any regulatory authority that could reasonably be expected to require investigation, corrective action or enforcement action.

  • Territory 43.1 This Agreement applies to the territory in which Verizon operates as an Incumbent Local Exchange Carrier in the Commonwealth of Pennsylvania. Verizon shall be obligated to provide Services under this Agreement only within this territory.

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

  • Development Plan document specifying the work program, schedule, and relevant investments required for the Development and the Production of a Discovery or set of Discoveries of Oil and Gas in the Contract Area, including its abandonment.

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