Other License Consideration Sample Clauses

Other License Consideration. Subject to the terms and conditions set forth in this Agreement, until the earlier to occur of (a) [*] and (b) the date of the payment of monies by Kirin to Medarex that causes the total amount paid by Kirin to Medarex pursuant to this Article X (including the Initial Fee as set forth in Section 10.1.1 hereof and payments made by Kirin to Medarex pursuant to this Section 10.1.2) to equal or exceed [*] Kirin shall (i) pay to Medarex the amount that equals [*] of the sum of (A) the balance of the aggregate Partner Royalties paid to Kirin by its Partners with respect to Kirin Partner Projects, after deduction of amounts paid to Medarex pursuant to Section 10.7.1 hereof, and (B) the balance of the aggregate Partner Payments paid to Kirin by its Partners with respect to Kirin Partner Projects, after deduction of the amounts paid to Medarex pursuant to Section 10.7.3 hereof, and (C) the balance of the aggregate payments paid to Kirin by Kirin Partners with respect to Kirin Partner Projects as reservation license fees, commercial license fees, Antigen exclusivity fees, or the equivalent of any of the foregoing, after deduction of the amounts paid to Medarex pursuant to Sections 10.2.2, 10.3.1(b) and 10.4.2 hereof, as applicable; and (ii) pay to Medarex the amount that equals [*] of the sum of (A) the amounts actually paid to Kirin by Medarex pursuant to Section 10.7.2 hereof, (B) the amounts actually paid to Kirin by Medarex pursuant to Section 10.7.4 hereof, including, without limitation, any Partner Payments received by Medarex from Special Licensees, (C) the amounts actually paid to Kirin by Medarex pursuant to Sections 10.2.2, 10.3.1(b) and 10.4.2 hereof, and (D) the amounts actually paid to Kirin by Medarex pursuant to Section 10.7.5(c)(i) and 10.7.5(c)(ii) hereof.
Sample 1
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Related to Other License Consideration

  • Sublicense Consideration Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days of Company’s receipt. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing consideration.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Transaction Consideration The Transaction Consideration;

  • Sublicense Income Company shall pay Medical School {***} of all Sublicense Income. Such amounts shall be due and payable within sixty (60) days after Company receives the relevant payment from the Sublicensee.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

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