AlgoRx Not As Prevailing Party Sample Clauses

AlgoRx Not As Prevailing Party. If AlgoRx finally is not the prevailing party in such action, whether by judgment, award, decree or settlement, and is required to pay a royalty to such third party, AlgoRx will keep the royalties kept in escrow pursuant to Section 5.6.1 as a reimbursement of such royalties payable to a third party and, if the escrowed AlgoRx Pharmaceuticals, Inc. - Capsaicin License -- Xxxxx Xxxxxxxxxx amount is insufficient to reimburse AlgoRx for such royalties payable to a third party, will continue to pay to the Inventor the royalties for such Licensed Products or Licensed Services in such country or other political jurisdiction which is the subject of such action, if such Licensed Products or Licensed Services are, therein, Products or Services Covered by a Valid Claim, but AlgoRx will be entitled to a credit against any payments due under this Agreement of an amount equal to the royalty paid to such third party, provided that in no event will such credit be more than fifty percent (50%) of the payment due hereunder for Licensed Products or Licensed Services in such country or other political jurisdiction which is the subject of such action. In addition, if AlgoRx incurs litigation expenses or is required to pay damages to such third party, AlgoRx will be entitled to a credit against payments due under this Agreement of the reasonable costs actually incurred in such action plus the damages payable to the third party, until such costs and damages are recovered in full by AlgoRx. The credit for expenses and damages (taken with the foregoing credit for royalties to third parties) will, together, not be more than fifty percent (50%) of the payment due hereunder by AlgoRx for Licensed Products or Licensed Services, in such country or countries and such other political jurisdiction(s), which are the subject of such action for the relevant period, but such credit for expenses and damages will be extended for successive periods until the entire amount of such expenses and damages incurred by AlgoRx has been recovered; no credit will be afforded hereunder to AlgoRx if AlgoRx is found by a court or other body of competent jurisdiction to have intentionally infringed a third party's patent, or to have been unintentional but grossly negligent in infringing a third party's patent.
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Related to AlgoRx Not As Prevailing Party

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  • Cooperation With Regard to Litigation Executive agrees to cooperate with the Company, during the term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the Company, as may be reasonably requested and after taking into account Executive’s post-termination responsibilities and obligations. The Company agrees to reimburse Executive, on an after-tax basis, for all reasonable expenses actually incurred in connection with his provision of testimony or assistance.

  • Exclusive Procedure The grievance procedure set out above shall be exclusive and shall replace any other grievance procedure for adjustment of any disputes arising from the application and interpretation of this Agreement.

  • Legal Appeals a. Nothing contained in these provisions is intended to limit or impair the rights of any vendor or Contractor to seek and pursue remedies of law through the judicial process. Appendix C, Contract Modification Procedure, attached hereto, is hereby expressly made a part of this Contract as fully as if set forth at length herein. Appendix D, Pricing Schedules, attached hereto, is hereby expressly made a part of this Contract as fully as if set forth at length herein. The Parties expressly agree that these prices are established as “maximum Not-To-Exceed prices”. The Contractor acknowledges that any mini-bid under this Centralized Contract which includes pricing in excess of the “maximum Not-To-Exceed price” shall be rejected by the Authorized User. Amendments to Appendix D, Pricing Schedules, shall be processed in accordance with Appendix C, Contract Modification Procedure, section 4.8, OGS Centralized Contract Modifications and section 4.23 Price Adjustments for OGS Centralized Contracts. Appendix E, Report of Contract Purchases, attached hereto, is hereby expressly made a part of this Contract as fully as if set forth at length herein. OGS reserves the right to make unilateral changes to this Report of Contract Purchases document. Appendix F, Project Based Information Technology Consulting Services Processes and Forms, attached hereto, is hereby expressly made a part of this Contract as fully as if set forth at length herein. OGS reserves the right to change the processes and forms set forth Appendix F in non-material and substantive ways without seeking a contract amendment. Appendix F is comprised of the following attachments: a. Attachment 1- Mini-Bid Template b. Attachment 2- How to Use This Contract c. Attachment 3- Enhancement Request Template d. Attachment 4- No Cost Change Request Template e. Attachment 5- Mini-Bid Participation Interest Template Appendix G, Contractor and OGS Information, attached hereto, is hereby expressly made a part of this Contract as fully as if set forth at length herein. The Parties agree that the elements identified in 4.7.1 below, OGS Designated Contact information, and information regarding Procurement Card acceptance as presented in Appendix G can be updated without the Parties engaging in a formal contract amendment. All other changes must be handled through the Contract Modification Process or a formal contract amendment.

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