Anti-Stacking Provision Sample Clauses

Anti-Stacking Provision. If access to a Third Party’s IP is required for exploitation of the Products, and in such circumstances Del Mar or its Affiliates pay royalties to a Third Party for any Product for which royalties are also due to Valent for Net Sales, Del Mar will have the right to deduct from the royalties owed to Valent on account of Net Sales [*]
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Anti-Stacking Provision. If, at any time, Licensee discovers that any Licensed Product or the use thereof in the Licensed Field of Use or the practice of any Licensed Patent infringes claims of an unexpired patent or patents other than those in the Licensed Patents, Licensee may, if it has not already done so, negotiate with the owner of such patents for a license on such terms as Licensee deems appropriate. Should the license with the owner of such patents require the payment of royalties or other consideration to such owner then the royalties otherwise payable under this Agreement may be reduced by the amount payable [*****] to the other patent owner(s), but in no event shall the royalties payable under this Agreement be reduced by more than [*****]. To clarify, Licensee and UABRF agree that under no circumstance shall UABRF’s royalty amount under Section 5.5 be less than (a) [*****] when the Licensee or one of its Affiliates is the entity generating Net Sales and (b) [*****] when a Sublicensee is the entity generating Net Sales. If a combination product incorporates a product based on a patent (other than a Licensed Patent) to which Licensee has secured rights via an agreement with the patent owner and the owner of such patent requires the payment of royalties or other consideration to such owner, then the royalties otherwise payable under this Agreement may be reduced by the amount payable [*****] to the other patent owner(s), but in no event shall the royalties payable under this Agreement be reduced by more than [*****].
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Anti-Stacking Provision. In the event that Company is legally required to make royalty payments to one or more third parties whose patent rights dominate the Patent(s) and would therefore be infringed by the exercise of the license rights granted in Paragraph 2.1, or whose patent rights Company is required to license to obtain Regulatory Approval to sell Product, Company may reduce Running Royalties due to CHMC in the same quarterly reporting period by fifty percent (50%), provided, however, that in no event shall the Running Royalties be reduced below half of the applicable Running Royalty in Subections 8.6(i) and (ii) in any quarterly reporting period. In order to exercise its offset rights hereunder, Company must send written notice to CHMC describing the nature and amount of its payment requirements, the identity of the third party and the applicable third party patents promptly after first becoming aware of the requirement to make any such payments. In no event will Company be eligible to reduce the Running Royalties as described in this Paragraph for any payments required to be made by Company to use any third party biological research tools.
Sample 1
Anti-Stacking Provision. If either PARTY is required to pay a royalty or royalties to any third party for technology in connection with the manufacture, use, sale or marketing of a PATENT-BASED PRODUCT and/or a PATENT-BASED SERVICE hereunder, the royalty rate payable hereunder shall be reduced by one half (1/2) of the aggregate rate of such third party royalties, but in no event shall the royalty rate be reduced more than fifty percent (50%) under this paragraph. This paragraph shall specifically exclude (that is, shall not be applied to) royalties paid to any party for a claim covering an ACTIVE FUNCTIONAL ELEMENT.
Sample 1
Anti-Stacking Provision. If access to a Third Party’s IP is required for exploitation of the Products, and in such circumstances Del Mar or its Affiliates pay royalties to a Third Party for any Product for which royalties are also due to Valent for Net Sales, Del Mar will have the right to deduct from the royalties owed to Valent on account of Net Sales fifty percent (50%) of the royalties paid to such Third Party for such Product, provided that this reduction in payment to Valent will not exceed five percentage points (5%) of the ten percent (10%) royalties on Net Sales otherwise payable by Del Mar to Valent (i.e., the royalty payable to Valent will be reduced by up to five percent (5%)).
Sample 1
Anti-Stacking Provision. Should Elanco determine that access to Third Party’s patent rights is [***] due to [***] or [***] of [***], Elanco will consult with Licensor before seeking access to such Third Party’s Patent Rights. If Elanco pays compensation to a Third Party for Product for which compensation is also due to Licensor, Elanco shall have the right to deduct from the royalties owed to Licensor, [***] of the royalties to be paid to said Third Party.
Sample 1
Anti-Stacking Provision. 4.5.1 Should access to a Third Person’s patent rights be necessary for development or commercialization of the Product and Lilly and Cardiome reasonably agree that such license is necessary for the development and commercialization of the Product, and if Cardiome or its Affiliates or Sublicensees pay royalties to a Third Person (including [Redacted - Company name]) for Product for which royalties are also due to Lilly, Cardiome shall have the right to deduct from the royalties owed to Lilly, [Redacted — Reduction of royalties payable to Lilly]]
Sample 1
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Related to Anti-Stacking Provision

  • Saving Provision If any part of this Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law.

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Voting Provisions As a condition precedent to entering into this Agreement, at the request of the Company, Purchaser shall become a party to any voting agreement to which the Company is a party at the time of Purchaser’s execution and delivery of this Agreement, as such voting agreement may be thereafter amended from time to time (the “Voting Agreement”), by executing an adoption agreement or counterpart signature page agreeing to be bound by and subject to the terms of the Voting Agreement and to vote the Shares in the capacity of a “Common Holder” and a “Stockholder,” as such terms may be defined in the Voting Agreement.

  • Anti-Dilution Provisions The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows:

  • Standstill Provision During the period commencing on the Effective Date through December 31, 2021 (the “Standstill Period”), neither Counterparty nor any of Counterparty’s Representatives acting on behalf of or at the direction of Counterparty will, in any manner, directly or indirectly:

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

  • Lock-Up Provision The Employee hereby agrees that in the event of any underwritten public offering of Common Stock, including an initial public offering of Common Stock, pursuant to an effective registration statement filed under the Securities Act (whether before or after the lapse of the Forfeiture Restrictions with respect to any of the Restricted Shares), the Employee shall not effect any public sale or distribution of Common Stock or of any securities convertible into or exchangeable or exercisable for Common Stock or hedging transactions relating to Common Stock, including a sale pursuant to Rule 144 under the Securities Act, during the period beginning 14 days prior to the expected date of “pricing” of such public offering and continuing for a period not to exceed 180 days after the date of the final prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration statement) as may be established by the underwriter(s) for such public offering (the “Lock-Up Period”); provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the managing underwriter(s) of such underwritten public offering waive, in writing, such extension. If and to the extent requested by the managing underwriter(s), the Employee agrees to execute an agreement to the foregoing effect with the underwriter(s) for such public offering on such terms as the managing underwriter(s) shall reasonably request (with such modification as reasonably requested by such managing underwriter(s) to take into consideration then existing rules of an applicable securities exchange regarding research analyst publications). The limitations contained in this Section 3(g) shall not apply to any shares registered in such public offering under the Securities Act.

  • Savings Provision If any provisions of this Agreement are held to be contrary to law by a court of competent jurisdiction, such provisions will not be deemed valid and subsisting except to the extent permitted by law, but all other provisions will continue in full force and effect.

  • Standstill Provisions (a) Starboard agrees that, from the date of this Agreement until the earlier of (x) the date that is fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the 2021 Annual Meeting pursuant to the Bylaws or (y) the date that is one hundred (100) days prior to the first anniversary of the 2020 Annual Meeting (the “Standstill Period”), Starboard shall not, and shall cause each of its controlled Affiliates and Associates not to, in each case directly or indirectly, in any manner:

  • Overriding Provisions (a) Any Transfer in violation of this Article X shall be null and void ab initio, and the provisions of Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this Article X shall not become a Member, shall not be entitled to vote on any matters coming before the Members and shall not have any other rights in or with respect to any rights of a Member of the Company. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. The Manager shall promptly amend the Schedule of Members to reflect any Permitted Transfer pursuant to this Article X.

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