Continuing License Sample Clauses

Continuing License. If this Agreement is extraordinarily terminated by ImmuPharma pursuant to Clauses 33.3, 33.6. 33.7 or by Anesta pursuant to Clause 33.8 or, in the event of a termination or Non-Exclusivity pursuant to Clause 33.5 for any specific country in the Territory (as applicable) and ImmuPharma wishes to sell Licensed Products or Licensed Molecules in the Territory or appoint a replacement licensee to sell Licensed Products in the Territory, then ImmuPharma shall pay, for a reasonable time, fair and reasonable Running Royalties to Anesta for its rights to use any new Technical Information under Clause 20.2 and new Inventions under Clause 20.4. In the event that this Clause 35.3 applies, the Parties shall meet to discuss the level of such fair and reasonable Running Royalties. Such fair and reasonable Running Royalties shall be intended to provide recompense to Anesta in respect of a proportion of its direct costs (excluding any payments made to ImmuPharma) for its development and registration activities prior to termination in respect of the Licensed Products, to the extent that such costs have not been recouped through any sales of Licensed Products. Such Running Royalties shall only be payable on net sales of Licensed Products or Licensed Molecules in the Territory by ImmuPharma, its nominee or any replacement licensee(s). ImmuPharma’s obligation to pay such Running Royalties shall cease once cumulative Running Royalties paid to Anesta equal such proportion of direct costs. If ImmuPharma and Cephalon cannot agree on such fair and reasonable Running Royalties and/or the amount or proportion of such direct costs within one (1) calendar month of the date of termination, then either Party may proceed in accordance with Clause 39 of this Agreement.
AutoNDA by SimpleDocs

Related to Continuing License

  • Continuing Liability The termination of this Agreement for any reason shall not release either Party from any liability, obligation or agreement which has already accrued at the time of termination. Termination of this Agreement for any reason shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law or otherwise, or which may arise out of or in connection with such termination.

  • Continuing Lien The security interest granted under this Security Agreement shall be a continuing security interest in every respect (whether or not the outstanding balance of the Indebtedness is from time to time temporarily reduced to zero) and the Agent’s security interest in the Collateral as granted herein shall continue in full force and effect for the entire duration that the Credit Agreement remains in effect and until all of the Indebtedness are repaid and discharged in full, and no commitment (whether optional or obligatory) to extend any credit under the Credit Agreement remain outstanding.

  • Continuing Agreement (a) This Agreement shall remain in full force and effect until the Facility Termination Date, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination.

  • Continuing Rights The Parties agree that, in the event of a Licensor Bankruptcy Event, Company shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Licensor Technology and all embodiments thereof, which, if not already in Company’s possession, shall be promptly delivered to it (a) following any such commencement of a bankruptcy proceeding upon Company’s written request therefor, unless Licensor elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by Licensor upon written request therefor by Company.

  • Continuing Operation Except as specifically provided in this Section 10, the termination of Executive's employment or of this Agreement shall have no effect on the continuing operation of this Section 10.

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

  • Continuing Agreements All covenants, agreements, representations and warranties made by Borrowers in this Agreement, in any of the other Financing Documents, and in any certificate delivered pursuant hereto or thereto shall survive the making by Lender of the Revolving Loan, the issuance of Letters of Credit and the execution and delivery of the Notes, shall be binding upon Borrowers regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon Lender’s request, and as a condition of the release of any one or more of the Security Documents, Borrowers and other Persons obligated with respect to the Obligations shall provide Lender with such acknowledgments and agreements as Lender may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever in connection with the Obligations against Lender and/or any of its agents and others, or to the extent there are, the same are waived and released.

  • Continuing Obligations The obligations in this Clause 30 are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period of 12 months from the earlier of:

  • Continuing Obligation Executive agrees that the agreement not to disclose Confidential Employer Information will be effective during Executive’s employment and continue even after Executive is no longer employed by Employer. Any obligation not to disclose any portion of any Confidential Employer Information will continue indefinitely unless such information (a) has become public knowledge through no fault of Executive; or (b) has been developed independently without any reference to any information obtained during Executive’s employment with Employer; or (c) must be disclosed in response to a valid order by a court or government agency or is otherwise required by law.

  • Continuing Covenants Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.