Change in Business Model. A change is observed in the global business model of Big Pharma companies, moving from ‘in house’ Research and Development to a networked model for Search and Development. This change, occurring on an international scale, is especially visible through the restructuring of R&D activities (e.g. closure of Sandwich site by Pfizer, parts of Oss and Xxxxxxxx by Merck, Weesp by Xxxxxx). Recent deals made between Big Pharma and smaller innovative companies illustrate the global change in business model with increasing externalization of R&D. Examples are the deals between Prosensa and GSK (518 M Euro), between Galapagos and Roche (400 M Euro) and between Merus and Novartis (154 M Euro). During the period 2008 and 2010, 6 of the top-10 European strategic alliances were made with companies in the Dutch Life Sciences and Health sector (source: Dutch Life Sciences Outlook 2011). These examples show the bright (economic) prospects of an “innovate, and sell or license” strategy in this sector. Moreover, many international (bio)-pharmaceutical companies outsource pre-clinical research and clinical studies to the Netherlands with its leading university medical centers, some hundred highly qualified hospitals, the highly organized public health system and high quality contract research organizations. A further development of an interconnected network of academia, medical and diagnostic centers, SME and Big Pharma will add to the Dutch innovation potential in developing new therapeutic options. The Netherlands is a pioneer in public private partnerships in Life Sciences: Multilateral collaboration in the life sciences was pioneered in the Netherlands with the initiation of TI Pharma in 2006. Within this PPP, true partnerships between academia, university medical centers, SMEs, regulatory authorities and big Pharma were established. A clear cultural change was observed over the last few years with respect to the interaction between these stakeholders. Successful collaborations in the TTIs deliver valuable results for society, economy and science. Previous proposals (e.g. Drugs Cluster FES 2009) indicate a strong relationship between academic and private partners in order to jointly innovate in this area. Internationally, in calls of the European PPP, Innovative Medicines Initiative (IMI), the Netherlands was the most successful small country in attracting research funds.
Change in Business Model. In the event that iCAD materially changes its ordinary course method of operating its business such that its methods of marketing, selling, distributing and/or licensing its products and/or services is materially different from those methods utilized as of the date hereof, then the Purchasers shall have the right to request by providing written notice that iCAD negotiate in good faith to amend the Applicable Percentages to adjust for the change in operations; provided that iCAD or any of its subsidiaries entering into agreements with customers pursuant to which customers pay a fee, whether monthly, quarterly, annually or for such other period, for the ongoing right to use iCAD’s or any of its subsidiaries’ products shall not be a material change in the method of operating its business. In such event, the parties agree to negotiate such adjustment in good faith for a period of thirty days. In the event that Purchasers and iCAD cannot agree on any adjustment to the Applicable Percentages during such period, then Purchasers shall have the right to commence a binding arbitration proceeding and each of the Parties shall prepare a written submission of their proposal for adjusting the Applicable Percentages and shall submit such proposal to binding arbitration under the following terms:
Change in Business Model. In the event that Licensee begins charging users fees to use the Service, e.g., if the Service is converted to a subscription-based model, the parties agree to engage in good faith negotiations to determine fair and reasonable business terms to amend the license and compensation terms of this Agreement.
Change in Business Model. The Parties acknowledge as of the Effective Date that DexCom’s and its Affiliates existing business model with respect to [***] is receiving value upon the sale of the [***] to distribution channels or end users or receiving User Fees and not from the provision of services or alternative business models; however, if such business model changes after of the Effective Date in a manner that undermines the economic split from the Commercialization of the [***] established under this Section 8.3 and Section 8.4, then upon request of either Party, the Parties shall negotiate in good faith an alternative, whether mechanism, basis or otherwise, so as to reflect the intentions of the Parties in agreeing the economic split as of the Effective Date. If DexCom Commercializes, directly or indirectly, any [***] that is combined or integrated with any product or service that is not a [***], such as an [***], (“Combination Product”), the Parties will mutually agree on the portion of the total amount invoiced with respect to the sale, license or use of such Combination Product that is Net Sales.
Change in Business Model. The License Fees set forth in Section 3.1.3 are based upon OEM's business model described above. In the event OEM changes its business model, OEM agrees to negotiate in good faith for alternative License Fees that result in substantially the same payments to RSA for substantially the same value to OEM as those provided for in Section 3.1.3.
