De Facto Exclusivity Sample Clauses

De Facto Exclusivity. On a Royalty Country-by-Royalty Country and Licensed Product-by-Licensed Product basis, if Exploitation of a Licensed Product is not Covered by a Valid Claim in such Royalty Country, but if there is De Facto Exclusivity in such Royalty Country, then the royalty rates set forth in Section 8.4.1 with respect to Net Sales for such Licensed Product in such Royalty Country shall be reduced by [***] percent ([***]%) of what would otherwise have been due in the absence of such reduction.
Sample 1
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De Facto Exclusivity. For purposes of this Article IV, the term "de facto exclusivity" means that Roche, together with its Affiliates and sublicensees, controls at least [ ] of the market for a particular Licensed Product in the Territory as measured by unit sales. If no Valid Claim has been issued in the Territory and Roche does not enjoy de facto exclusivity for a Licensed Product at any time after [ ] years following Initial Commercialization, then Roche shall pay PDL a royalty rate of [ ] of the Net Sales in the Territory of that product until the [ ] anniversary of Initial Commercialization, or until Roche shall acquire de facto exclusivity for that product or until such time as a Valid Claim issues in the Territory (at which time Roche shall resume paying PDL royalties at the rates specified in Sections 4.01(a) or (b) above, whichever is applicable).
Sample 1
De Facto Exclusivity. For purposes of this Article III, the term "de facto exclusivity" means that F. Xxxxx, together with its Affiliates and sublicensees, controls at least [ ] of the market for a particular Licensed Product in a country as measured by unit sales. If neither of the Patentability Criteria have been satisfied and F. Xxxxx does not enjoy de facto exclusivity for a particular Licensed Product in a particular country at any time after [ ] years following Initial Commercialization of such Licensed Product, then F. Xxxxx shall pay PDL a royalty rate of [ ] of the Net Sales of such Licensed Product in the country of sale until the [ ] anniversary of Initial Commercialization, or until F. Xxxxx shall acquire de facto exclusivity for that product or until such time as either of the Patentability Criteria is satisfied (at which time F. Xxxxx shall resume paying PDL royalties at the rates specified in Sections 3.01(a) or (b) above, whichever is applicable). Valid Claims and de facto exclusivity are to be determined on a country-by-country basis.
Sample 1
De Facto Exclusivity. On a country-by-country and Revenue Product-by-Revenue Product basis, once Parent and the Surviving Corporation is no longer obligated to pay royalties to its licensors under the License Agreements for such Revenue Product in such country, but there is De Facto Exclusivity for such Revenue Product in such country, then each revenue share rate set forth in the table above shall be reduced by one-half in that country for such Revenue Product during such period of De Facto Exclusivity.
Sample 1
De Facto Exclusivity. For purposes of this Article III, the term "de facto exclusivity" means that X. Xxxxx, together with its Affiliates and sublicensees, controls at least [CONFIDENTIAL TREATMENT REQUESTED] of the market for a particular Licensed Product in a country as measured by unit sales. If neither of the Patentability Criteria have been satisfied and X. Xxxxx does not enjoy de facto exclusivity for a particular Licensed Product in a particular country at any time after [CONFIDENTIAL TREATMENT REQUESTED] following Initial Commercialization of such Licensed Product, then X. Xxxxx shall pay PDL [CONFIDENTIAL TREATMENT REQUESTED] of the Net Transplant Sales of such Licensed Product in the country of sale until the tenth anniversary of Initial Commercialization, or until X. Xxxxx shall acquire de facto exclusivity for that product or until such time as either of the Patentability Criteria is satisfied (at which time X. Xxxxx shall resume paying PDL royalties at the rates specified in Sections 3.1(a) or (b) above, whichever is applicable). Valid Claims and de facto exclusivity are to be determined on a country-by-country basis.
Sample 1
De Facto Exclusivity. (a) For the United States, for purposes of this Article IV, the term "de facto exclusivity" means that Roche, together with its Affiliates and sublicensees, controls at least [CONFIDENTIAL TREATMENT REQUESTED] of the market for a particular Licensed Product in the United States as measured by unit sales. If no Valid Claim covering Licensed Product in Transplant Indications has been issued in the United States and Roche does not enjoy de facto exclusivity in Transplant Indications for a Licensed Product at any time after [CONFIDENTIAL TREATMENT REQUESTED] following Initial Commercialization, then Roche shall pay PDL a royalty rate of [CONFIDENTIAL TREATMENT REQUESTED] of the Net Transplant Sales in the United States of that product [CONFIDENTIAL TREATMENT REQUESTED] Initial Commercialization in the United States, or until Roche shall acquire de facto exclusivity in Transplant Indications for that product or until such time as a Valid Claim covering Licensed Product in Transplant Indications issues in the United States (at which time Roche shall resume paying PDL royalties at the rates specified in Sections 4.1(a) or (b) above, whichever is applicable). (b) For Canada, for purposes of this Article IV, the term "de facto exclusivity" means that Roche, together with its Affiliates and sublicensees, controls at least [CONFIDENTIAL TREATMENT REQUESTED] of the market for a particular Licensed Product in Canada as measured by unit sales. If neither of the Patentability Criteria have been satisfied and Roche does not enjoy de facto exclusivity for a particular Licensed Product in Canada at any time after [CONFIDENTIAL TREATMENT REQUESTED] following Initial Commercialization in Canada of such Licensed Product, then Roche shall pay PDL a royalty rate of[CONFIDENTIAL TREATMENT REQUESTED] of the Net Transplant Sales of such Licensed Product in Canada until [CONFIDENTIAL TREATMENT REQUESTED] Initial Commercialization in Canada, or until Roche shall acquire de facto exclusivity for that product or until such time as either of the Patentability Criteria is satisfied (at which time Roche shall resume paying PDL royalties at the rates specified in Sections 4.1(a) or 4.1(b) above, whichever is applicable). 4.3
Sample 1

Related to De Facto Exclusivity

  • No Exclusivity The remedies provided for in this Section 2.09 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

  • Non-Exclusivity The services of the Adviser to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

  • Regulatory Exclusions (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Savings Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), the Savings Bank's obligations under the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Savings Bank may within its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate any of its obligations which were suspended.

  • Exclusivity Without prejudice to the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.

  • Limited Exclusivity The Sub-Advisor agrees that it will not provide similar services to any other mutual fund which holds itself out to the public as “Environmentally Qualified” or otherwise “Socially Responsible” within the common meanings of those terms. Other than that, it is understood that the services of the Sub-Advisor are not exclusive, and that nothing in this Agreement shall prevent the Sub-Advisor from providing similar services to other investment advisory clients, including but not by way of limitation, investment companies or to other series of investment companies, including the Trust (whether or not their investment objectives and policies are similar to those of the Fund) or from engaging in other activities, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Advisor’s ability to meet its obligations to the Fund hereunder. When the Sub-Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Sub-Advisor recommends the purchase or sale of the same security for the Fund, it is understood that in light of its fiduciary duty to the Fund, such transactions will be executed on a basis that is fair and equitable to the Fund. If the Sub-Advisor provides any advice to its clients concerning the shares of the Fund, the Sub-Advisor shall act solely as investment counsel for such clients and not in any way on behalf of the Trust or the Fund. The Sub-Advisor provides investment advisory services to numerous other investment advisory clients, including but not limited to other funds and may give advice and take action which may differ from the timing or nature of action taken by the Sub-Advisor with respect to the Fund. Nothing in this Agreement shall impose upon the Sub-Advisor any obligations other than those imposed by law to purchase, sell or recommend for purchase or sale, with respect to the Fund, any security which the Sub-Advisor, or the shareholders, officers, directors, employees or affiliates may purchase or sell for their own account or for the account of any client.

  • Non-exclusivity, Etc The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Charter, the Bylaws or the Maryland General Corporation Law (the "MGCL") or otherwise; provided, however, that to the extent that Indemnitee otherwise would have any greater right to indemnification under any provision of the Charter or Bylaws as in effect on the date hereof, Indemnitee will be deemed to have such greater right hereunder, and provided, further, that to the extent that any change is made to the MGCL (whether by legislative action or judicial decision), the Charter and/or the Bylaws which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to the Charter or the Bylaws the effect of which would be to deny, diminish or encumber Indenmitee's right to indemnification under the Charter, the Bylaws, the MGCL or otherwise as applied to any act or failure to act occurring in whole or in part prior to the date upon which the amendment was approved by the Company's Board of Directors and/or its stockholders, as the case may be.

  • Non-exclusivity of Rights Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

  • Non-Exclusivity and Non-Interference The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust shares may be sold to other insurance companies and investors (subject to Section 2.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to this Article X:

  • Non-Exclusivity of Services The Manager is free to act for its own account and to provide investment management services to others. The Fund acknowledges that the Manager and its officers and employees, and the Manager's other funds, may at any time have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired or disposed of under this Agreement for the Fund. Neither the Manager nor any of its officers or employees shall have any obligation to effect a transaction under this Agreement simply because such a transaction is effected for his or its own account or for the account of another fund. Fund agrees that the Manager may refrain from providing any advice or services concerning securities of companies for which any officers, directors, partners or employees of the Manager or any of the Manager's affiliates act as financial adviser, investment manager or in any capacity that the Manager deems confidential, unless the Manager determines in its sole discretion that it may appropriately do so. The Fund appreciates that, for good commercial and legal reasons, material nonpublic information which becomes available to affiliates of the Manager through these relationships cannot be passed on to Fund.

  • Non-Exclusive License NCPS grants Company a revocable, non-exclusive, non-transferable and non-sublicensable license during the Term to view-only access the PPEX ATS through the PPEX Site and its related software and other applications and technology for the sole purpose of viewing information about Company and Company Securities and Trades of Company Securities. This license is in addition to the license Company has and is required to maintain during the Term (as defined below) with NCPS’s affiliate, North Capital Investment Technology, Inc., for TransactAPI pursuant to a separate Software and Services License Agreement (“SSLA”). The technology covered by the licenses outlined in this Section 2 is collectively referred to herein as the “Technology”.

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