For purposes of this Agreement, "Material Contract" means (i) the OEM Supply Agreement, (ii) the Scios Agreement, and (iii) any other Contracts included within the Purchased Assets or under which there exists Assumed Liabilities with a customer of the Business, including distributors, which provided for aggregate payments to the Asset Seller Entities related to the Business of more than $500,000 during the fiscal year ended December 31, 2016.
In consideration of Nuances grant of co-ownership of the Products in accordance with the terms of this Agreement, Nuance agrees and acknowledges that MedQuist has paid Nuance a Product co-ownership fee in cash in the amount of ******* (the Product Co-Ownership Fee), as follows: 100% on the date Nuance delivered a duly-executed original of the Amended and Restated OEM Supply Agreement and a copy of the Source Code of the Products to MedQuist.
If a conflict develops, this Development and OEM Supply Agreement shall govern.
ARTICLE 10 Commercial Production 10Once the Product is granted the necessary approval for import into and/or, distribution in Japan, Teijin and SpectRx shall enter an OEM Supply Agreement.
Except as set forth in the Asset Purchase Agreement, counterparts of this Agreement executed by other stockholders of UST and Affiliates, and that OEM Supply Agreement between the Company and Myers Power Products, Inc.