PCUD definition
Examples of PCUD in a sentence
Following the Effective Date, Purchaser shall use commercially reasonable efforts to perform the Minimum Development Efforts in respect of each PCUD.
Furthermore, and not withstanding anything contrary contained herein, in the event Purchaser has not filed an application for clearance with the U.S. Food and Drug Administration by December 31, 2026 (if such clearance is required), then in such event, at any time thereafter, Seller shall have the option to elect by sending written notice in advance to Purchaser that Seller elects to monetize such PCUD (the “PCUD Notice”).
If Seller elects to monetize such PCUD, Seller shall pay to Purchaser an amount equal to 50% of all related proceeds received by Seller in respect of such PCUD.
If Purchaser performs the Minimum Development Efforts in respect of each PCUD, Purchaser shall be entitled to an intellectual property license from Seller in respect of such PCUD.
For purposes of this Section 1.8, “Minimum Development Efforts” means, with respect to any PCUD in respect of a calendar year beginning January 1, 2022, development efforts by Purchaser in an amount involving no less than $20,000 in expenditures and 40 work hours.
To the extent Purchaser does not incur the Minimum Development Efforts with respect to a PCUD or delivers written notice to Seller of its intention to not incur the Minimum Development Efforts in respect of such PCUD, Purchaser will grant Seller, subject to terms and conditions mutually acceptable to the Parties, the rights to the Intellectual Property reasonably necessary to monetize such PCUD.
In the event Seller sends the PCUD Notice to Purchaser as permitted herein, each Party shall be entitled to receive 50% of all proceeds that are received in connection with monetization of such PCUD after all reasonable third party out-of-pocket costs and expenses incurred from the date of the PCUD Notice and thereafter are paid.
For the avoidance of doubt, until Purchaser fails to incur the Minimum Development Efforts with respect to a PCUD, Seller shall not be entitled to monetize the PCUD.