Non-AZ Sales by Targacept or Licensee Sample Clauses

Non-AZ Sales by Targacept or Licensee. Except as provided in this Section 6.6.1(d)(4), in the event that, at any time during the royalty term for a particular Product or Other Licensed Product is commercially sold in any country in the Territory by (A) Targacept or its Affiliates (other than in the case of a Co-Promoted Product) or (B) a Third Party that has licensed the right to sell such Product or Other Licensed Product from Targacept, including any Sublicensee, (x) the royalty rate(s) payable to Targacept by AstraZeneca under Section 6.6.1(a) (as such royalties may be adjusted pursuant to the other provisions of Section 6.6.1(d) and Sections 10.2.4 and 10.2.6) with respect to all AZ Net Sales of such Product in the Territory shall be reduced by [********] and (y) the royalties and other payments paid to Targacept under Section 6.6.1(c) with respect to AZ Net Sales of such Product (other than Other Licensed Product) by Sublicensees to Third Parties on which royalties or Sales-Based Milestones, if any, are paid to AstraZeneca, for any Calendar Year shall be reduced by [********] (i.e., [********] of any amounts paid to AstraZeneca or its Affiliates by such Sublicensees with respect to such AZ Net Sales during such Calendar Year) (as such royalties and other payments may be adjusted pursuant to the other provisions of Section 6.6.1(d) and Sections 10.2.4 and 10.2.6). For purposes of clarity, this Section 6.6.1(d)(4) shall not apply in the event of sale of Terminated Compounds (including Terminated AZ Compounds), Unexercised Option Compounds or any product to the extent that it contains a Terminated Compound (including a Terminated AZ Compound) or Unexercised Option Compound.
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Non-AZ Sales by Targacept or Licensee. Except as provided in this Section 6.6.1(d)(4), in the event that, at any time [********] Product or Other Licensed Product is commercially sold in any country in the Territory by (A) Targacept or its Affiliates (other than in the case of a Co-Promoted Product) or (B) a Third Party that has licensed the right to sell such Product or Other Licensed Product 151 from Targacept, including any Sublicensee, (x) [********]. For purposes of clarity, this Section 6.6.1(d)(4) shall not apply in the event of sale of Terminated Compounds (including Terminated AZ Compounds), Unexercised Option Compounds or any product to the extent that it contains a Terminated Compound (including a Terminated AZ Compound) or Unexercised Option Compound.
Sample 1

Related to Non-AZ Sales by Targacept or Licensee

  • Royalty Term Licensee shall have no obligation to pay any royalty with respect to Net Sales of any Licensed Product in any country after the Royalty Term for such Licensed Product in such country has expired.

  • Net Sales The term “

  • Sublicensee The term “Sublicensee” shall mean any third party to whom Licensee grants a sublicense or similar rights with respect to the rights conferred upon Licensee under this Agreement, as contemplated by Section 2.3. In addition, “Sublicensee” shall include any and all further third party Sublicensees that may be permitted under Section 2.3.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • Royalties on Net Sales Novo will pay to Neose royalties as a percentage of annual Net Sales of each New Product during the Term at the applicable rates set forth in this Section 4.1 and in accordance with this Section 4:

  • Combination Product The term “

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Sublicense Revenue In the event Licensee or an Affiliate of Licensee sublicenses under Section 2.2, Licensee shall pay CareFusion **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** of any Sublicense Revenues resulting from sublicense agreements executed by Licensee.

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