Manufacturing Line definition
Examples of Manufacturing Line in a sentence
For the avoidance of doubt, nothing in this Agreement shall prohibit or in any way limit Purchaser or any of its Affiliates from using, selling, leasing or otherwise making available to any Person the Colorado Manufacturing Line for any other purpose.
Subject to the terms and conditions of this Agreement, Parent Licensors agree to grant, and hereby grant, to the SpinCo Licensees the licenses to Manufacturing Line IP in accordance with the terms set forth in Exhibit A.
If Parent approves the SpinCo Licensees’ request to move the Manufacturing Line IP and/or elements of the manufacturing lines embodying Manufacturing Line IP to a new facility, then such facility shall be deemed added to the Approved Facilities.
To the extent the New Manufacturing Line was designed and built in compliance with the plan, and assuming no unauthorized disclosure or use of MLIP outside the plan, such New Manufacturing Line shall be considered to be a manufacturing line designed or built without using Manufacturing Line IP.
For [* * *] years following the Effective Date (unless otherwise terminated by SpinCo), Parent shall supply to SpinCo cannula lubricant, such cannula lubricant to be solely used in manufacturing lines incorporating Manufacturing Line IP and for the sole purpose of manufacturing Products or any cannula supplied to SpinCo by an alternate third party supplier, subject to the IP Matters Agreement, on the terms and subject to the conditions set forth on Exhibit I hereto.
The SpinCo Licensees are prohibited from moving the Manufacturing Line IP and/or elements of the manufacturing lines embodying Manufacturing Line IP out of the Approved Facilities, or from duplicating the Manufacturing Line IP and/or elements of the manufacturing lines embodying Manufacturing Line IP, outside the Approved Facilities, without Parent’s prior written consent, which consent will not be unreasonably withheld.
SpinCo shall promptly provide written notice to Parent at least sixty (60) days prior to the date on which any SpinCo Licensee plans to begin commercial manufacturing SpinCo Products incorporating Third Party sourced cannula assembled in whole or in party on manufacturing lines containing Manufacturing Line IP in the Approved Facilities.
SpinCo, at its option, may initiate a pre-approval process with respect to such New Manufacturing Line.
SpinCo shall pay to Parent a quarterly royalty of two percent (2%) of Net Sales of each finished SpinCo Product (e.g., pen needles, syringes, etc.) manufactured using a Third Party sourced cannula and on a manufacturing line incorporating or designed or built using Manufacturing Line IP (such finished products, “Royalty Products”).
Notwithstanding the above, LifeScan shall not have a right to terminate this Agreement in accordance with the preceding sentence if (i) the LifeScan Manufacturing Line Date has occurred and (ii) UBS or UBI, as the case may be, are not being acquired by a third party that makes products that compete with the Initial Product.