Pre-Launch. In the event that a Third Party attacks the validity of any particular Kissei Patents or Biphasic Patents in any country of the Territory prior to the time that any Product is launched in any country of the Territory, BHV will use reasonable efforts to allow ISLT to provide input and comment on the conduct of the defense of such claim, and ISLT shall give all reasonable assistance (excluding financial assistance) to Kissei and BHV in connection with such defense. The Parties acknowledge that Kissei has the first right to control the suit and proceeding with respect to such pre-launch defense of Kissei Patents under the Kissei Agreement. In the event that BHV assumes control and defense of a claim in the Territory in accordance with the Kissei Agreement, BHV shall not agree to any settlement of the suit without the prior written consent of ISLT. BHV shall control any suit and proceeding with respect to such pre-launch defense of Biphasic Patents in the Territory, and BHV shall not agree to any settlement of the suit without the prior written consent of ISLT. In the event that neither Kissei nor BHV elects to assume control or defense of such a suit or claim with respect to the Kissei Patents in the Territory, BHV shall notify ISLT of that election within in a commercially reasonable time and, if ISLT so requests, contact Kissei and convey ISLT’s request to assume control or defense of such suit or claim with respect to the Kissei Patents. If Kissei approves such request, then ISLT, at its discretion, may assume control or defense of such claim. In the event that BHV elects not to assume control or defense of such a suit or claim with respect to the Biphasic Patents in the Territory, then ISLT, at its discretion, may assume control or defense of such claim. In the event that ISLT assumes control or defense of any action under this Section 12.4(a), ISLT will assume all responsibility, including financial responsibility for the legal action. BHV shall give all reasonable assistance (excluding financial assistance) to ISLT. BHV may be represented by counsel of its own selection in such legal action. ISLT shall reimburse BHV for reasonable costs and shall not agree to any settlement of the suit without the prior written consent of BHV.
Pre-Launch. Prior to commercial launch of PRODUCT in TERRITORY A, each Party will be allowed to allocate to the JOINT P&L calculated under Section 7.1.14 only OUT-OF-POCKET COSTS which are SALES COSTS, MARKETING COSTS, PATENT COSTS, TRADEMARK COSTS or OTHER OPERATING INCOME/EXPENSE, all subject to the prior approval of the JCC or in accordance with the then current JOINT MARKETING PLAN. In no event shall Xxxxxxx be permitted to allocate to the JOINT P&L any SALES EFFORT expenses for any personnel employed on a full-time or part-time basis by Xxxxxxx during the period preceding the commercial launch of PRODUCT in TERRITORY A."
Pre-Launch. The Center will conduct a meeting (in-person or via telephone) with Ecology (and other members of the State Ocean Caucus?) to delineate expectations about the project scope, roles/responsibilities of the facilitation team, process design, and desired outcomes. The Center will also conduct a series of short phone interviews (or a short pre-meeting survey) with advisory body members and other affiliated parties to preview the issues, objectives, timelines and desired outcomes. The Center will use the information gathered to customize a process design, and prepare a draft meeting design and agenda for the advisory body and Ecology to discuss and modify during the first preparation meeting.
Pre-Launch. The parties will use best efforts to complete their respective obligations to provide the data elements (including collection and reporting of complete Quality Measures pursuant to Exhibit 5) required to complete a test Financial Reconciliation for 2015. No party will have any financial obligations to the other party based on the results of this test Financial Reconciliation for 2015.
Pre-Launch. During the ‘Pre-Launch’ period you will be introduced to your Trading Team. These will be your additional points of contact throughout your time at Pontiac, supplementing the Sales Representative. After receiving a signed IO, we can go live in a minimum of 48 hours. Here are the things needed to go live: • Creatives (adhering to the specs sent on the IO/Proposal, and including the click through URL) o Ads sent our way must be uploaded and audited. This audit is conducted by our DSP and ensures branding matches the destination URL and is brand-safe. That process takes up to 48 hours. • Pixels (if applicable) o Pixels are pieces of code that will be added to your website. They are very light and do not slow down the loading of your page, but will fire when someone lands there, helping us to track the campaign. o Pixels will be created and provided to you by your Pontiac Trading Team. You will then need to place them on the relevant web pages as needed for campaign execution. o Segment pixels are placed on the homepage and utilized for remarketing. Your remarketing audience will not start growing until the pixel is placed and properly firing. Remarketing campaigns cannot go live until these pixels are confirmed to be placed and we see loads in our console. o Conversion pixels are placed on ‘Thank you’ pages and utilized to record the desired action, such as a purchase or a form fill-out. If conversion pixels are in play in the campaign, we cannot go live until these are confirmed to be placed and we see loads in our console. • Any other specific pieces to your campaign including custom audiences, site lists, etc. – aka if we’re onboarding data, we need the CRM list. These nuances will be discussed on a case-to-case basis and could potentially increase the lead time needed prior to launch. o Specifically, we recommend a two-week lead time when working with LiveRamp. • The Pontiac Trading Team and Sales Representative may schedule a kick-off call with you to ensure that all pieces have been collected, that your goals are clear and attainable, and to set a reporting cadence. This call should happen at least 48 hours prior to the launch of the campaign. If the campaign is a quick-start, the call will take place after the IO is signed if needed. • If you wish to pay on Net Terms, instead of Credit Card Daily or Credit Card Prepay, you will need to fill out the Credit Application in Appendix B. Note we need a minimum of 7 business days to process Credit Apps and if...
Pre-Launch. Prior to the Launch Date, USAA hereby agrees that it shall, in good faith and to the extent of its commercially reasonable abilities, market the USAA Auto Program to USAA Members, including in such a manner and through such channels and means as follows: (1) provide a prominent place within any and all USAA Member web sites to promote the USAA Auto Program, (2) offer the USAA Auto Program at the end of each online USAA automobile loan or lease application, as well as within the USAA call center as a USAA service available to USAA Members interested in purchasing an automobile, and (3) work with ZAG to determine what USAA marketing and publicity is reasonably needed and acceptable to USAA to further expand and grow the USAA Auto Program.
Pre-Launch. Prior to commercial launch of PRODUCT in TERRITORY A, each Party will be allowed to allocate to the JOINT P&L calculated under Section 7.1.14 only OUT-OF-POCKET COSTS which are SALES COSTS, MARKETING COSTS, PATENT COSTS, TRADEMARK COSTS or OTHER OPERATING INCOME/EXPENSE, all subject to the prior approval of the JCC or in accordance with the then current JOINT MARKETING PLAN, except that Coulxxx xxxll also be allowed to allocate to the JOINT P&L an amount equal to [*] (i.e., [*]) for [*] the commercial launch of PRODUCT in TERRITORY A (such amount [*]), provided that such allocation shall not occur if the PRODUCT is not commercially launched in TERRITORY A, and such allocation shall be made only after the PRODUCT is commercially launched in TERRITORY A.
