Examples of Program Asset Product in a sentence
Buyer or the Surviving Corporation shall develop each Program Asset Product in accordance with Article VIII.
During the Diligence Term for each Program Asset Product, Buyer shall use Commercially Reasonable Efforts as measured over the course of any twelve (12) consecutive month period to develop such Program Asset Product.
After the termination or expiration of the Contingent Payment Term for any Program Asset Product in any country, or in the event that at the time of the First Commercial Sale of such Program Asset Product in such country neither a Valid Claim of a corresponding Program Asset Patent Right nor Regulatory Exclusivity exist in such country for such Program Asset Product, no payments under Section 7.1 shall be payable with respect to sales of such Program Asset Product in such country.
The aggregate consideration to be paid by Buyer with respect to each Program Asset Product shall be determined pursuant to Article VII (collectively, the “Program Payments”).
Notwithstanding anything to the contrary herein, it is expressly understood that Sections 8.1, and 8.3 through 8.5 are to be applied separately to each Program Asset Product and the failure to exert Commercially Reasonable Efforts with respect to a specific Program Asset Product shall not result in termination of this Agreement or reversion with respect to any other Program Asset Product for which Buyer is meeting its obligations under Section 8.1.
Such royalties will be payable on a country-by- country basis during the Contingent Payment Term that otherwise would have applied if such Program Asset Product had not been reassigned.
Each payment shall be accompanied by a report identifying the Program Asset Product, each applicable country, and with respect to a contingent payment due under Section 7.1, Net Sales for each such country, and with respect to a portion of Sublicense Revenue payment due under Section 7.3, the aggregate amount of Sublicense Revenue received by the Surviving Corporation, Buyer, Collaborator and their respective Affiliates, and the amount payable to the Stockholder Representative.
Additionally, Sublicensor shall (i) transfer to Sublicensee any Third Party contracts, or relevant portion thereof, into which SLX has entered regarding a Program Asset Product and which have been transferred to Sublicensor, or (ii) assist Sublicensee in establishing an independent contractual relationship with such Third Parties.
Sublicensee and its Affiliates shall, and shall use its Commercially Reasonable Efforts to cause its sublicensees to, keep accurate books and records setting forth gross sales of each Program Asset Product, Net Sales of each Program Asset Product and/or Sublicensee Revenue received as applicable, and amounts payable hereunder to the Stockholder Representative and Sublicensor for each such Program Asset Product sold or Sublicense Revenue received.
Sublicensee hereby assumes Buyer’s obligation to pay to Stockholder Representative all Program Payments contemplated to be paid by Buyer to Stockholder Representative pursuant to Article VII of the Merger Agreement to the extent such Program Payments stem from any Net Sales of a Program Asset Product or Sublicense Revenues realized by Sublicensee and arising from the rights granted under Section 2.1 hereof.