Existing Third Party Agreement Payments Sample Clauses

Existing Third Party Agreement Payments. Payments under the Existing Third Party Agreements incurred after the Effective Date that are attributable and allocable to the activities undertaken by the Parties in accordance with this Agreement shall (a) to the extent allocable to a Collaboration Product for the U.S., be included as (i) Development Costs to the extent set forth in Section 4.7.1(c) or (ii) otherwise will be included as Allowable Expenses as “Existing Third Party Agreement Payments” in determining Pre-Tax Profit or Loss as provided in the Financial Exhibit and (b) to the extent allocable to a Collaboration Product for the OUS Territory or to another product (other than a Collaboration Product) be borne by Taiho. In the event that Taiho proposes to terminate or reduce the amount of any Existing Third Party Agreement Payments by making a payment to the counter-party to such Existing Third Party Agreement, it shall first discuss such proposal with Cxxxxxxx; and if Taiho in fact makes such a payment to terminate or reduce the amount of any Existing Third Party Agreement Payments (such payment, a “Buy Out Payment”) and Cxxxxxxx does not agree, within [*****] after Taiho notifies Cxxxxxxx that Taiho has made such a Buy Out Payment, to pay (and then promptly pay) to Taiho [*****] (or, if applicable, the portion described in the following sentence) of such Buy Out Payment made by Taiho, then the amount by which the Existing Third Party Agreement Payments were reduced shall instead be included in the Allowable Expenses (as an expense of Taiho’s, notwithstanding that Taiho does not actually incur such expense) and taken into account in calculating Pre-Tax Profit or Loss. In the event that such a Buy Out Payment is made by Taiho in connection with rights for products other than the Collaboration Product in the U.S. (e.g. for products other than Collaboration Products or for rights to exploit the Collaboration Products outside of the U.S.), the percentage of such Buy Out Payment to be paid by Cxxxxxxx would be [*****] of that portion of the Buy Out Payment that is fairly attributable and allocable to rights for Collaboration Product in the U.S. as of the date of the Buy Out Payment, as mutually agreed by the Parties within such [*****] period, and if the Parties fail to agree on such allocation within such [*****] period, then upon request by either Party, the matter shall be resolved by the Finance Working Group. II.18.1 Notwithstanding the foregoing and the Financial Exhibit, Cxxxxxxx shall be so...
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Existing Third Party Agreement Payments. (a) Nycomed shall be responsible for paying all royalties that are payable by NPS to Third Parties under the [*] as a result of the Development, Manufacture or Commercialization of Product in the Territory pursuant to this Agreement. Nycomed shall pay all such royalties directly to [*] at the times and in the manner required by the [*]. Subject to Section 3.6(b), NPS shall be responsible for all amounts due and payable to Third Parties under the Existing Third Party Agreements other than the [*] as set forth above. (b) In the event that Nycomed determines that it must acquire rights to any intellectual property owned by a Third Party in order to Develop, Manufacture or Commercialize Product, Nycomed shall have the right to acquire such rights through a license or otherwise. Nycomed shall be solely responsible for making any and all payments owed to Third Parties under such licenses; provided, however, that if at any time within four (4) months after the Effective Date Nycomed makes a determination that it must acquire any such licenses, then Nycomed may offset any royalty payments owed under such licenses against any royalty payments owed by Nycomed to NPS under Sections 7.4(a) hereof. During the four (4) month period described in the preceding sentence, NPS shall have the right to take the lead in any negotiations to acquire such rights to Third Party intellectual property hereunder and thereafter shall take the lead only if Nycomed so requests.
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Existing Third Party Agreement Payments. Payments under the Existing Third Party Agreements incurred after the Effective Date that are attributable and allocable to the activities undertaken by the Parties in accordance with this Agreement (“
Sample 1
Existing Third Party Agreement Payments. Payments under the Existing Third Party Agreements incurred after the Effective Date that are attributable and allocable to the activities undertaken by the Parties in accordance with this Agreement (“Existing Third Party Agreement Payments”) shall be included as Allowable Expenses in determining Pre-Tax Profit or Loss as provided in the Financial Exhibit. In the event that Pharmacyclics proposes to terminate or reduce the amount of any Existing Third Party Agreement Payments by making a payment to the counter-party to such Existing Third Party Agreement, it shall first discuss such proposal with JBI; and if Pharmacyclics in fact makes such a payment to terminate or reduce the amount of any Existing Third Party Agreement Payments (such payment, a “Buy Out Payment”) and JBI does not agree, within 90 days after Pharmacyclics notifies JBI that Pharmacyclics has made such a Buy Out Payment, to pay (and then promptly pay) to Pharmacyclics [**] (or, if applicable, the portion described in the following sentence) of such Buy Out Payment made by Pharmacyclics, then one-half of the amount by which the Existing Third Party Agreement Payments were reduced (the “Terminated Royalty Amounts”) shall instead be paid to Pharmacyclics by JBI. Such payments to Pharmacyclics shall be excluded from Allowable Expenses and not taken into account in calculating Pre-Tax Profit or Loss, and the amount to be paid to Pharmacyclics with respect to a particular Calendar Quarter shall be paid to Pharmacyclics concurrently with the reconciliation payment under Section 7.3 for such Calendar Quarter. In the event that such a Buy Out Payment is made by Pharmacyclics in connection with rights for compounds or products other than Licensed Compounds or Product, the percentage of such Buy Out Payment to be paid by JBI would be [**] of that portion of the Buy Out Payment that is fairly attributable and allocable to rights for Licensed Compounds and Products as of the date of the Buy Out Payment, as mutually agreed by the Parties within such [**], and upon request, Pharmacyclics shall provide to JBI a valuation prepared by a mutually acceptable independent Third Party with competent expertise to determine the portion of the Buy Out Payment that is fairly attributable and allocable to rights for Licensed Compounds and Products for such purpose (with the Out-of-Pocket Costs paid to such Third Party for such purpose, to be included as Development Costs). To the extent Pharmacyclics makes a Buy Out P...
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Existing Third Party Agreement Payments. Payments under the Existing Third Party Agreements incurred after the Execution Date (a) that are attributable and allocable to Commercialization of Licensed Compounds and Licensed Products in the OUS Territory undertaken in accordance with this Agreement shall be the sole responsibility of argenx and shall not be included as Development Costs or Allowable Expenses, (b) that are attributable and allocable to Development of Licensed Compounds and Licensed Products undertaken under the GDP in accordance with this Agreement shall be included as Development Costs and (c) that are attributable and allocable to Commercialization of Licensed Compounds and Licensed Products in the U.S. undertaken in accordance with this Agreement shall be included as Allowable Expenses except that, if in order to implement the CMC Plan, argenx is required to pay any royalties under the Lonza Manufacturing Agreement that exceed the royalties payable by argenx under the Lonza Manufacturing Agreement as of the Execution Date, such additional royalties shall be [...***...
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Related to Existing Third Party Agreement Payments

  • Third Party Agreements To use our Services you may need to enter into agreements with other service providers which we call “Third Party Service Providers”. For example, if you use our Services via our mobile app, you may need to enter into an agreement with your mobile device manufacturer and network operator. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • Benefits of Agreement; No Third-Party Rights The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

  • Payments to Third Parties Xxxxxxx agrees that Grantor shall have no liability to Grantee when Grantor acts in good faith to redirect all or a portion of any Grantee payment to a third party. Grantor will be deemed to have acted in good faith when it is in possession of information that indicates Grantee authorized Grantor to intercept or redirect payments to a third party or when so ordered by a court of competent jurisdiction.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • Contract (Rights of Third Parties) Xxx 0000 22.1 No person who is not a party to this Grant Agreement shall have the right to enforce any of its terms.

  • THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999

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