Commercialisation, Commercialising, or Commercialise - all activities relating to manufacturing, importing, exporting, advertising, promoting and other marketing, pricing and reimbursement, detailing, distributing, storing, handling, packaging, offering for sale and selling, customer service and support, post-marketing authorisation Clinical Studies, and regulatory activities of a Product.
Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Business Combination; or
Combination Product shall mean a Licensed Product which includes one or more active ingredients, other than Licensed Compound, in combination with Licensed Compound. All references to Licensed Product in this Agreement shall be deemed to include Combination Product.
Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed initial Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares, Private Placement Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such proposed initial Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.
Neither the Company, any Subsidiary, nor, to the Company’s knowledge, any of its or their licensees, partners, collaborators or joint venturers has developed, manufactured, commercialized, produced, formulated, propagated, modified, customized, processed, distributed or sold any Company Product that did not comply with any express or implied warranty regarding such Company Product or that contained any unintended Hazardous Substance or that was otherwise adulterated, contaminated, mislabeled, defective, off-specification or improperly packaged or transported.
Other Product means, with respect to a Combination Product, any active pharmaceutical ingredient other than a particular Antibody within such Combination Product. It is understood that an Other Product may be another antibody.
Notwithstanding the foregoing, in the event a Product is sold in a country in the Territory as Combination Product, Net Sales of the Combination Product will be calculated as follows:
If, on a country-by-country basis, a Licensed Product is sold in the form of a Combination Product, the Net Sales for such Licensed Product in the Combination Product under this Agreement will be calculated by .
Product Testing. TRIS shall conduct, or cause to be conducted, all physical parameters and in-process testing with respect to each batch of a Product to be supplied pursuant hereto prior to delivery thereof to AYTU. Prior to release to AYTU, TRIS shall perform quality control testing at its own expense on representative samples of each batch of Product to determine/verify it meets Product Specifications. TRIS will provide AYTU with each shipment of Product, a Certificate of Analysis certifying the Product has met Product Specifications. TRIS shall retain a sample of each batch tested for at least the shelf life of such batch, or such longer period as may be required by cGMP.
Employee acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by Employee individually or jointly with others during the period of his employment by the Company and that relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by Employee for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to United States and foreign: # patents, patent disclosures and inventions (whether patentable or not); # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing; # copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases; # trade secrets, know-how, and other Confidential Information; and # all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.
Product Complaints. If either TLC Hong Kong or TLC learns of any complaints/claims concerning the TLC Products, the Party learning of such complaints or claims shall advise the other Party within forty-eight (48) hours by telephone, confirmed in writing within five (5) business days thereafter.
Product Warranties. TLC hereby represents and warrants that all TLC Products delivered under this Agreement by TLC Group shall # comply with all applicable specifications (to be mutually agreed upon before TLC Products delivery); # be manufactured, packaged, labeled and delivered in compliance with all Applicable Law in the China Territory; # not be misbranded or adulterated and # not infringe any Third Partys intellectual property right. Each delivery of TLC Products shall be accompanied by a certificate of release, in a form mutually agreed by the Parties,
Work Product. The Executive agrees that all “Work Product”, including, for example, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information which relate to the Company’s business, research and development or existing future products or services and which are made by the Executive while employed by the Company belong to the Company. The Executive shall perform all actions reasonably requested by the Company (whether during or after the employment period) to establish and confirm such ownership of Work Product (including, without limitation, assignments, consents, powers of attorney and other instruments) and for the application and enforcement of Letters Patent.
Selling Product. You agree to make no representations or claims about any products beyond those shown on product labels and/or in official NewYou literature. Claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any NewYou products may not be made except those contained in official NewYou materials. You may not make any claim that Company products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate this Agreement, but also potentially violates federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.
Product Warranty. warrants to (the “Product Warranty”) that:
Product Descriptions. shall not publish any technical description of the Licensed Software beyond descriptions published by Kx.
Product Recalls. Prior to proceeding with the In-Licensing, in the event that a governmental entity issues a request, directive, or order, or determines, in its sole discretion, to recall or retrieve some or all of the Lead Compound by way of a recall, market withdrawal or other corrective action (Recall), shall, in cooperation with , as reasonably requested by , conduct such Recall (and any subsequent investigation by into the cause of the Recall). shall make every reasonable effort to notify promptly following its determination that any event, incident, or circumstance has occurred that may result in a need for a Recall. shall have the sole right to determine whether to conduct and control a Recall; provided, that to the extent practicable, shall consult with , through a special meeting of the JDC, prior to any implementation of any such Recall. If a Recall is mandated by a Regulatory Authority, shall initiate such a Recall in compliance with Applicable Law. [ ].
Product Trademarks. Subject to [Section 4.6], shall have the sole right to determine and own the Product Trademarks to be used with respect to the Exploitation of the Licensed Products on a worldwide basis. shall not, and shall not permit its Affiliates to, # use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks, and # do any act which endangers, destroys, or similarly affects the value of the goodwill pertaining to the Product Trademarks. agrees, and shall cause its Affiliates, to conform # to the customary industry standards for the protection of Product Trademarks for products and such guidelines of with respect to manner of use (as provided in writing by ) of the Product Trademarks, and # to maintain the quality standards of with respect to the goods sold and services provided in connection with such Product Trademarks. shall not do any act which endangers, destroys, or similarly affects the value of the goodwill pertaining to the Product Trademarks. shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto.
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