CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Notwithstanding the foregoing, Confidential Information of a party shall not include information which, and only to the extent, the receiving party can establish by written documentation (a) was known by the receiving party prior to disclosure of such information by the disclosing party to the receiving party; (b) was or becomes generally available in the public domain, without the fault of the receiving party; (c) has been received by the receiving party at any time from a source, other than the disclosing party, rightfully having possession of and the right to disclose such information free of confidentiality obligations; (d) becomes otherwise known by the receiving party free of confidentiality obligations prior to disclosure of such information by the disclosing party to the receiving party; or (e) has been independently developed by employees or others on behalf of the receiving party without access to or use of such information disclosed by the disclosing party to the receiving party (each of the foregoing exceptions being referred to herein as a “Confidentiality Exception”).
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Credit Memorandum
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION. It is understood that payments from Sublicensees to LICENSEE specifically dedicated to cover the costs of LICENSEE for future research or product development under a joint research or development agreement shall not be considered sublicense fees and no compensation for LICENSOR shall be due on such payments. The Sublicense Fees that are not earned royalties shall be fully creditable against Milestone Payments in any particular year.
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION. If no sales of Licensed Products have been made and no sublicense revenues have been received by LICENSEE during any reporting period, LICENSEE shall so report. The royalty report shall be certified as correct by [*] of LICENSEE.
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION. This Agreement shall automatically terminate in the event of the filing by LICENSEE of a petition of bankruptcy or insolvency or both, or in the event of an adjudication that LICENSEE is bankrupt or insolvent or both, or upon filing by LICENSEE of any petition or pleading asking reorganization, readjustment or rearrangement of its business under any law relating to bankruptcy or insolvency, or prior to appointment of a receiver for all or substantially all of the property of LICENSEE or prior to the making of any assignment for the benefit of creditors or prior to the institution of any proceedings for the liquidation or winding-up of LICENSEE's business or for the termination of its corporate charter, and any rights granted by LICENSOR to LICENSEE under this Agreement shall be revoked with immediate effect and vest in LICENSOR.
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION. The Parties may agree to treat other equipment and items other than the BFE as Buyer furnished equipment ("Additional BFE") and Buyer installed equipment after Actual Delivery of an Aircraft ("BIE"). [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] In the case of installations not included in the Specification as of the date of this Agreement, Buyer shall pay to BRAD xxx costs of providing certified Additional BFE to BRAD xxx the costs (which shall be agreed by the Parties prior to the completion of the order for such Additional BFE) of certifying and installing all such Additional BFE and its installation or provisions, as applicable; provided, however, that any Additional BFE that has been previously installed upon or is an option on the CL600-2C10 ("Standard BFE") shall be installed without any incremental charge for certification or installation.
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION. If Salix or its Affiliates should, in a given country during a given accounting period, sell a Product that contains one or more active ingredients in addition to the Compound (which may be either combined in a single formulation or bundled with separate formulations but sold as one product), Net Sales for such combination product shall be calculated by [*]. If, on a country-by-country basis, either the relevant Product, on the one hand, or such other active ingredient or ingredients in the combination product, on the other hand, is, or both of the foregoing are, not sold separately in said country, Net Sales for the purpose of determining royalties of the relevant Product shall be determined by the respective chief financial officers of the Parties in good faith and in a manner consistent with the intent of this Agreement, provided that any matters in dispute with respect thereto shall be reasonably determined by the chief financial officer of [*] in a manner consistent with the intent of this Agreement unless an Expanded Party invokes the procedures set forth in Section 13.12 hereof with respect to such matter. During the Term, Salix shall not “bundle” a Product for sale together with one or more other products or offer a Product for sale as a “loss leader” to encourage the sale of one or more other product(s) without first reaching an agreement with Progenics, to be negotiated between Progenics and Salix in good faith, in respect of the appropriate allocation, in accordance with Applicable Law, of the gross amount invoiced for such group or bundle of products between the Product and other products in the bundle or group. No sales of Products that give rise to, or are made pursuant to arrangements involving, Sublicense Revenue that is shared between Salix and Progenics pursuant to Section 6.4(a) shall constitute or be included in Net Sales.
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION assignment for the benefit of its creditors, appointment of a receiver, custodian or trustee, or any other similar proceeding, by or of the other Party where such petition, assignment or similar proceeding is not dismissed or vacated within [*] ([*]) calendar days, (b) if the other Party shall propose a written agreement of composition or extension of its debts outside the ordinary course of its business or (c) if the other Party shall admit in writing its inability generally to pay its debts as they fall due in the general course.
CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control of the defense of any Third Party Claim within the one hundred twenty (120) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) Business Days notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment and with the written consent of the non-electing Indemnitor, which consent shall not be unreasonably withheld.
