Loss of Exclusive Rights Sample Clauses

Loss of Exclusive Rights. (a) CVT shall have the right to convert the exclusive licenses granted to FHI pursuant to Section 8.1 below to co-exclusive licenses to FHI (with co-exclusive licenses to CVT as provided in Section 8.2 below), with such conversion to take effect automatically upon thirty (30) days' prior written notice from CVT to FHI if either of the following events occurs at any time during the Term of this Agreement: (i) FHI's net royalty obligation to Third Parties on its sales of [ * ] in the U.S. is less than [ * ], provided that this subsection (i) shall not apply if FHI's underlying license agreement(s) with all Third Parties with respect to [ * ] have been terminated, or if [ * ] or its manufacture, use or sale in the U.S. have expired, terminated or lapsed or is no longer covered by a Valid Claim within any Patent in the U.S.; or (ii) FHI files an NDA for, commercially launches or acquires rights, in any case to any approved product for use in the Development Field in the Territory, other than a Licensed Product or any other product (if any) licensed by FHI from CVT. FHI shall notify CVT in writing promptly of the occurrence of any event covered under this Section 4.4(a). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24-b2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. (b) In the event that FHI's licenses under Section 8.1 below become co-exclusive with CVT as provided in Section 4.4(a) above, from and after the effective date of the conversion of such license rights: (i) FHI's royalty obligations to CVT under Section 5.5 below shall be reduced by [ * ]; (ii) FHI's royalty obligations under Section 5.6 shall terminate; (iii) FHI's obligations under Sections 4.3 and 8.6 shall terminate; and (iv) CVT shall no longer have any obligations to FHI under Sections 3.7(d), 3.7(e) or 8.5 of this Agreement. In addition, FHI shall provide CVT, at CVT's reasonable request, such reasonable cooperation (including any information included in FHI Development Technology) with respect to the Licensed Compounds and/or Licensed Products or their development, manufacture or use in FHI's possession or Control as may be necessary for CVT to market and sell Licensed Products.
Sample 1
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Loss of Exclusive Rights. As ICU's sole and exclusive remedy for ------------------------- (1) BBM's failure to achieve the compliance percentages set forth in Section 3.5(A), or (2) BBM's material breach of the provisions of Subsections 3.5(B), (C) and (D) which is not cured within thirty (30) days of written notice from ICU, BBM's rights under Section 3.1 of the Agreement shall become non-exclusive and the provisions of Section 3.5(E) shall become effective upon (a) written notice from ICU at any time within ninety (90) days following the compliance report given to ICU pursuant to Section 2.5 (C), in the case of a failure to achieve the compliance percentages, or (b) the expiration of the thirty-day cure period, in the case of a breach of Subsections 3.5(B), (C) and (D).
Sample 1
Loss of Exclusive Rights. The Parties acknowledge that pursuant to Section 7.6.1 of the Implantable Pump License and Distribution Agreement MRG has the right to repurchase from MiniMed MiniMed's rights to distribute the NewMIP (as defined in the Implantable Pump License Agreement and Distribution Agreement) and that, pursuant to Section 7.6.3 of the Implantable Pump License Agreement, if that right is exercised, MiniMed's rights with respect to the Long-Term Glucose Sensor and other Licensed Products shall include: (a) exclusive rights to distribute the Stand-Alone Sensor System, (b) exclusive rights to distribute the Stand-Alone Sensor System as part of a system combined with an external infusion pump and (c) non-exclusive rights to distribute the Long-Term Glucose Sensor (not the Stand-Alone Sensor System) as part of a Closed Loop System in combination with MRG's MIP 2007 model of implantable pumping systems or Improvements thereto.
Sample 1
Loss of Exclusive Rights. If during the Exclusive Marketing Agreement Term purchases made in any calendar year by MiniMed from MRG for the U.S. and OUS combined do not equal at least the combined Minimum Purchase Requirements for the US and the OUS specified in Section 6.6 and 6. 6.1 for such calendar year and provided MRG can continue to supply the quantities of Long-Term Glucose Sensors and the other related Licensed Products set forth in Section 6.6.1 and is not otherwise in material default of this Agreement, MRG shall have the absolute right to convert MiniMed's marketing rights to a non-exclusive basis, unless within thirty (30) days after the end of such Annual Period MiniMed pays to MRG such sum as is representative of one-half of the Transfer Price of the quantity of Long-Term Glucose Sensors which would need to be purchased by MiniMed to bring the total minimum quantity for such calendar year up to at least such combined Minimum Purchase Requirements for the US and the OUS. In no event shall MiniMed's marketing rights be converted to a non-exclusive basis or terminated if the failure of MiniMed to purchase the required number of Long-Term Glucose Sensors is caused by the failure of MRG to provide, in accordance with the requirements of this Agreement (determined without regard to the doctrine of substantial performance and without regard to the 115% limitation set forth in Section 6.4.2.1), Long-Term Glucose Sensors or other Licensed Products which have been ordered by MiniMed. If MRG fails to establish the capability to manufacture Licensed Products and MiniMed exercises its right set forth in Section 6.4.2 to itself undertake such manufacture or contract with others to do so, the Minimum Purchase Requirements set forth in Section 6.6.1 shall be adjusted so that they begin to apply for the first twelve calendar month period commencing after such capability is established as if that had been the First Year in the table set forth in Section 6.6 and shall progress as provided in the table substituting each such successive twelve calendar month period for each calendar year referred to in Section 6.6.1. Likewise, if MRG loses said manufacturing capability or if MRG fails to deliver or MiniMed is unable to manufacture or distribute Long-Term Glucose Sensors as a result of the assertion by a Third Party of any right to the Technology associated with the Long-Term Glucose Sensor, then the obligation to meet the Minimum Purchase Requirements shall be suspended until such time as...
Sample 1

Related to Loss of Exclusive Rights

  • Exclusive Rights Enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or technology;

  • Non-Exclusive Rights Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this Agreement are non-exclusive and Authority herein reserves the right to grant similar privileges to another lessee or other tenants on other parts of the Airport.

  • Exclusive Right Recognizing that the Union is required by the provisions of the State of Minnesota Labor Relations Act to be the sole bargaining representative of all the employees within the coverage of this Agreement, without regard to membership in the Union, the District hereby agrees that it will not recognize nor negotiate with any other person, association group, committee or entity other than the Union with respect to such matters and will deal solely through the agency of and with the Union.

  • Non-Exclusive Right In the event this Agreement is terminated or upon written notice from Western at any time, the Corporation hereby agrees that it will eliminate from the Fund's name any reference to the name of "Western." The Corporation, on behalf of the Fund, shall have the non-exclusive use of the name "Western" in whole or in part only so long as this Agreement is effective or until such notice is given.

  • Indemnification Not Exclusive, etc The right of indemnification provided by this Article 8 shall not be exclusive of or affect any other rights to which any such Covered Person or shareholder may be entitled. As used in this Article 8, a "disinterested" Person is one against whom none of the actions, suits or other proceedings in question, and no other action, suit or other proceeding on the same or similar grounds is then or has been pending or threatened. Nothing contained in this Article 8 shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other Persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such Person.

  • Indemnification Not Exclusive The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article 10, the term "Covered Person" shall include such person's heirs, executors and administrators, and a "disinterested person" is a person against whom none of the actions, suits or other proceedings in question or another action, suit, or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of such person.

  • Non-Exclusive Remedies The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

  • Contract Rights Not Exclusive The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s Certificate of Incorporation or By-laws, or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director or officer of the Company.

  • Non-Exclusive Remedy Notwithstanding anything herein to the contrary, termination of this Agreement by a Party shall be without prejudice to other remedies such Party may have at law or equity.

  • Rights Not Exclusive The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

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