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CERTAIN ROYALTY OBLIGATIONS Sample Clauses

CERTAIN ROYALTY OBLIGATIONSBuyer acknowledges and agrees that the Company will assume all royalty obligations to the former owners of the Memphis, Tennessee, Reserve, Louisiana and Lake City, Georgia treatment facilities arising on or after the Closing (but not including any royalty obligations arising prior to the Closing or any delinquent payments of any kind as of the Closing) under: (i) an Agreement dated March 23, 1987 among BFI Hospital Waste Systems (South Central), Inc., Health Management, Inc. and Edwaxx X. Xxxxx, XX, Xxaches G. Blank, Charxxx X. Xxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx xxx Kevix Xxxxxx; (xi) an Agreement dated January 30, 1988 among Browxxxx-Xxxxxx, Xxc., Health Management of New Orleans, Inc. and Edwaxx X. Xxxxx, XX, Xxaches G. Blank, Charxxx X. Xxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx xxx Kevix Xxxxxx; (xii) an Agreement and General Release dated March 15, 1988 between BFI Hospital Waste Systems, Inc., BFI Medical Waste Systems (Southeast), Inc., Health Management of Atlanta, Inc. and Edwaxx X. Xxxxx, XX, Xxaches G. Blank, Charxxx X. Xxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx xxx Kevix Xxxxxx; (xv) a Memorandum of Understanding dated January 30, 1988 among BFI Medical Waste Systems (South Central), Inc., Health Management, Inc. and Edwaxx X. Xxxxx, XX, Xxaches G. Blank, Charxxx X. Xxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx xxx Kevix Xxxxxx; xxd (v) a Release as to Royalty Payable Through June 30, 1997, dated July 30, 1997, among Peaches Blank Simkxxx, Xxxxxxx X. Cxxxxx, Xx., Xxslxx X. Xxxxx, Xxmex X. Xxxxxx, Xxrexxxx X. XxXxxxxx, Xxhn X. Xxxxxx, Xx. xxx Kevix Xxxxxx (xxllectively, the "Royalty Agreements"). Seller shall use its reasonable best efforts to cooperate with and provide non-financial assistance to Buyer in negotiating with the owners of the royalty streams a complete buy-out of the Royalty Agreements, with the amount of the negotiated settlement to be paid by Buyer. Seller shall provide Buyer with all information that Buyer may reasonably request concerning the amounts of past royalty payments, historical data on plant and regional revenues and any other information concerning the parties' performance under the Royalty Agreements.
CERTAIN ROYALTY OBLIGATIONS. 13 4.4 Other CMC Activities........................................................... 14 4.5 Performance Under Work Plan and Budgets........................................ 14 4.6 Confidentiality of CMC Activities.............................................. 14 4.7 Reverse Engineering............................................................ 14 4.8 GS7836......................................................................... 15
CERTAIN ROYALTY OBLIGATIONS. If Gilead reasonably believes that any change in the manufacturing process for a Liposomal Product developed pursuant to Section 4.1, or the selection of an Alternative Formulation for a Product pursuant to Section 4.2, would make the relevant Liposomal Product subject to a royalty payment obligation on sale of such Liposomal Product to OSI hereunder pursuant to the **, then Gilead shall (i) consider whether such change in process or Alternative Formulation is desirable for the Product in a manner consistent with the way Gilead would consider such issue for one of its own products, (ii) notify OSI whether such a royalty obligation would be triggered by making such change in process or selecting such Alternative Formulation, and (iii) make a recommendation to OSI whether Gilead advises adopting such change in process or Alternative Formulation for reasons relating to manufacturing efficiency, quality of Product or other technical reasons. OSI shall promptly thereafter advise Gilead in writing whether OSI wishes to proceed with such change in process or Alternative Formulation.

Related to CERTAIN ROYALTY OBLIGATIONS

  • Third Party Obligations 3.1. The THIRD PARTY shall:- 3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement; 3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and 3.1.3. make no commercial use of the Confidential Information or any part thereof. 3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.

  • Indemnity Obligations (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group pursuant to this Agreement, (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

  • Certain Obligations of Owners of Receipts SECTION 3.01. Filing Proofs, Certificates and Other Information.

  • Payments and Royalties 3.1 As an initial non-refundable payment for the licenses and rights herein granted to SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER shall pay to OBC the up-front fees, without subtraction or deduction of Chinese withholding taxes, if any, pursuant to the schedule set forth in Appendix II attached hereto. 3.2 In addition to the lump sum payment under Article 3.1 above, SHENZHEN HIGH POWER shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, of the Net Selling Price of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER and its Affiliates (either directly or through sales representatives or agents) in any country of the world during the period commencing on the Effective Date of this Agreement and ending upon the expiration of the last to expire of the Licensed Patents. 3.3 Notwithstanding that a Licensed Consumer Hydride Battery may be covered by (i) the claims of one or more of the Licensed Patents or (ii) the claims of one or more of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the same. 3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article 3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.

  • License Fees and Royalties Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with federal applicable requirements.

  • Certain Obligations Whenever this Agreement requires any of the Subsidiaries of any Party to take any action, this Agreement will be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

  • City Obligations a. To operate the Airport as a public airport during the Lease Term, subject to the assurances given by City to the United States Government. b. To make water, gas and wastewater service available to the Premises property on the same basis as it is made available to all business operating at the Airport. Lessee must promptly pay in full all utility usage charges for water, gas, wastewater, electricity and other utilities supplied to the Premises during the Lease Term as the charges become due and payable.

  • PATENTS AND ROYALTIES Unless otherwise provided, the Contractor shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of the contract resulting from this Invitation for Bids. The Contractor, without exception, shall indemnify and save harmless the County and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by the Contractor. In the event of any claim against the County of copyright or patent infringement, the County shall promptly provide written notification to the Contractor. If such a claim is made, the Contractor shall use its best efforts to promptly purchase for the County any infringing products or services or procure a license, at no cost to the County, which will allow continued use of the service or product. If none of the alternatives are reasonably available, the County agrees to return the article on request to the Contractor and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.

  • Royalty Payments (1) Royalties shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party or Affiliate. (2) LICENSEE shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment shall be for earned royalties accrued within LICENSEE’s most recently completed calendar quarter. (3) Royalties earned on sales occurring or under sublicense granted pursuant to this Agreement in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income, except that all payments made by LICENSEE in fulfillment of UNIVERSITY’s tax liability in any particular country may be credited against earned royalties or fees due UNIVERSITY for that country. LICENSEE shall pay all bank charges resulting from the transfer of such royalty payments. (4) If at any time legal restrictions prevent the prompt remittance of part or all royalties by LICENSEE with respect to any country where a Licensed Product is sold or a sublicense is granted pursuant to this Agreement, LICENSEE shall convert the amount owed to UNIVERSITY into US currency and shall pay UNIVERSITY directly from its US sources of fund for as long as the legal restrictions apply. (5) LICENSEE shall not collect royalties from, or cause to be paid on Licensed Products sold to the account of the US Government or any agency thereof as provided for in the license to the US Government. (6) In the event that any patent or patent claim within Patent Rights is held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be taken, or by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligation to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. LICENSEE shall not, however, be relieved from paying any royalties that accrued before the date of such final decision, that are based on another patent or claim not involved in such final decision, or that are based on the use of Technology.

  • Fees and Royalties In consideration for the license granted herein to LICENSEE under Patent Rights LICENSEE agrees to pay to UNIVERSITY: (a) license maintenance fees of i) [***] on the [***] anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date; (b) an earned royalty of [***] on Net Sales; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) [***] of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multiple, stacking royalties required to be paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***].