PAYABLE BY GI to JHU Sample Clauses

PAYABLE BY GI to JHU. GI shall pay to JHU a royalty on sales made by GI, its Affiliates or sublicensees of each GI Type A Product, the manufacture, use or sale of which is covered by a Valid Claim under applicable Factor Patent Rights, which royalty shall be calculated using the following formula: A+B+C+D+E where A equals either (i) three and one-half percent (3 1/2%) of the Net Sales obtained from such sales of such GI Type A Product, if the First Member of such GI Type A Product's TGF-(beta) Class is a GDF Discovered by JHU; OR (ii) one and three quarters percent (1 3/4%) of GI's Net Sales of such GI Type A Product, if the First Member of such GI Type A Product's TGF-(beta) Class is a Collaborative Factor Discovered jointly by JHU and MetaMorphix or a Collaborative Factor Discovered jointly by JHU and GI; B equals seven-eighths percent (7/8%) of the Net Sales obtained from such sales of such GI Type A Product, multiplied by the number (if any) of Subsequent Members IN SUCH GI Type A Product's TGF-(beta) Class (not to exceed three (3) which are GDFs Discovered by JHU; C equals seven-sixteenths percent (7/16%) of the Net Sales obtained from such sales of such GI Type A Product, multiplied by the number (if any) of Subsequent Members in such GI Type A Product's TGF-(beta) Class (not to exceed three (3) which are either Collaborative Factors Discovered jointly by JHU and MetaMorphix or Collaborative Factors Discovered jointly by JHU and GI; D equals seven-eighths percent (7/8%) of the Net Sales obtained from such sales of such GI Type A Product, if such GI Type A Product is labeled for an indication which is covered by a Valid Claim of a Use Patent within the JHU Patent Rights: E equals seven-sixteenths percent (7/16%) of the Net Sales obtained from such sales of such GI Type A Product, if such GI Type A Product is labeled for an indication which is covered by a Valid Claim of a Use Patent within the Joint Patent Rights of JHU and MetaMorphix, or JHU and GI; PROVIDED, HOWEVER, that in no event shall the sum of A. B and C exceed six percent (6%).
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PAYABLE BY GI to JHU. GI shall pay to JHU a royalty on sales made by GI, its Affiliates or sublicensees of each GI Type B Product, the manufacture, use or sale of which is covered by a Valid Claim under the applicable Factor Patent Rights, which royalty shall be calculated using the following formula: royalty =A+B+C+D+E where A equals either (i) three and one-half percent (3 1/2%) of the Net Sales obtained from such sales of such GI Type B Product, if the First Member of such GI Type B Product's TGF-(beta) Class is a GDF Discovered by JHU; OR (ii) one and three quarters percent (1 3/4%) of GI's Net Sales of such GI Type B Product, if the First Member of such GI Type A Product's TGF-(beta) Class is a Collaborative Factor Discovered jointly by JHU and MetaMorphix or a Collaborative Factor Discovered jointly by JHU and GI;
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PAYABLE BY GI to JHU. GI shall pay to JHU a royalty on the sales by GI, its Affiliates or sublicensees of Other TGF-(beta) Products, which royalty shall be calculated by using the formula: royalty =A+B+C+D where A equals (i) seven-sixteenths percent (7/16%) of the Net Sales obtained from such sales made in North America of any Other TGF-(beta) Product based on a Factor known to GI as BMPs 2, 4, 5, 6, 7, 9 or 12, multiplied by the number (if any) of GDFs discovered by JHU which belong to a TGF-(beta) Class containing the Other TGF-(beta) Factor on which the Other TGF-(beta) Product being sold is based, plus (ii) seven-thirty-seconds percent (7/32%) of the Net Sales obtained .from such sales made in North America of any Other TGF-(beta) Product based on a Factor known to GI as BMPs 2, 4, 5, 6, 7, 9 or 12, multiplied by the number (if any) of Collaborative Factors of JHU and MetaMorphix which belong to a TGF-(beta) Class containing the Other TGF-(beta) Factor on which the Other TGF-(beta) Product being sold is based, in each case only where the manufacture, use or sale of such GDFs or Collaborative Factors is covered by a Valid Claim under the applicable Factor Patent Rights, PROVIDED, HOWEVER, that the aggregate number of such GDFs and Collaborative Factors considered in making such calculation shall not exceed three (3) AND, PROVIDED FURTHER, that if more than three (3) of such GDFs and Collaborative Factors that exist in the aggregate, each such GDF shall be considered in making such calculation prior to the consideration of any Collaborative Factor in making such calculation; B equals seven-thirty seconds percent (7/32%) of the Net Sales obtained from such sales made in North America of Other TGF-(beta) Products based on any Factor known to GI as BMPS 2, 4, 5, 6, 7, 9 and 12, multiplied by the number (if any) of Collaborative Factors of GI and JHU (not to exceed three (3) for each TGF-(beta) Class) which belong to a TGF-(beta) Class containing the Other TGF-(beta) Factor on which the Other TGF-(beta) Product being sold is based, where the manufacture, use or sale: of such Collaborative Factors is covered by a Valid Claim under the applicable Factor Patent Rights; C equals (i) seven-eighths percent (7/8%) of the Net Sales obtained from such sales of any Other TGF-(beta) Product (excluding Other TGF-(beta) Products based on the Factors known to GI as BMPs 2, 4, 5, 6, 7, 9 and 12), multiplied by the number (if any) of GDFs Discovered by JHU which belong to a TGF-(beta) Class cont...
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PAYABLE BY GI to JHU. GI shall pay to JHU a royalty on sales made by GI, its Affiliates or sublicensees of each GI Type A Product. the manufacture, use or sale of which is covered by a Valid Claim under applicable Factor Patent Rights which royalty shall be calculated using the following formula: A+B+C+D+E where A equals either (i) three and one-half percent (3 1/2%) of the Net Sales obtained from such sales of such GI Type A Product, if the First Member of such GI Type A Product’s TGF-ß Class is a GDF Discovered by JHU; or (ii) one and three quarters percent (1 3/4%) of GI’s Net Sales of such GI Type A Product, if the First Member of such GI Type A Product’s TGF-13 Class is a Collaborative Factor Discovered jointly by JHU and MetaMorphix or a Collaborative Factor Discovered jointly by JHU and GI;
Sample 1
PAYABLE BY GI to JHU. GI shall pay to JHU a royalty on the sales by GI, its Affiliates or sublicensees of Other TGFß Products, which royalty shall be calculated by using the formula: royalty = A+ B+ C+ D where A equals (i) seven-sixteenths percent (7/16%) of the Net Sales obtained from such sales made in North America of any Other TGF-ß Product based on a Factor known to GI as BMPs 2, 4, 5, 6, 7, 9 or 12, multiplied by the number (if any) of GDFs Discovered by JHU which belong to a TGF-ß Class containing the Other TGF-ß Factor on which the Other TGF-ß Product being sold is based, plus (ii) seven-thirty-seconds percent (7/32%) of the Net Sales obtained from such sales made in North America of any Other TGF-ß Product based on a Factor known to GI as BMPs 2, 4, 5, 6, 7, 9 or 12, multiplied by the number (if any) of Collaborative Factors of JHU and MetaMorphix which belong to a TGF-ß Class containing the Other TGF-ß Factor on which the Other TGF-ß Product being sold is based, in each case only where the manufacture, use or sale of such GDFs or Collaborative Factors is covered by a Valid Claim under the applicable Factor Patent Rights, provided, however, that the aggregate number of such GDFs and Collaborative Factors considered in making such calculation shall not exceed three (3) and, provided further, that if more than three (3) of such GDFs and Collaborative Factors that exist in the aggregate, each such GDF shall be considered in making such calculation prior to the consideration of any Collaborative Factor in making such calculation;
Sample 1

Related to PAYABLE BY GI to JHU

  • Consent to Jurisdiction and Service In relation to any legal action or proceedings arising out of or in connection with this Indenture, the Securities and the Guarantees, the Trustee (in the case of clauses (a) and (b) below only), the Issuer and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submit to the jurisdiction of the federal and state courts in the Borough of Manhattan in the City, County and State of New York, United States, (b) consent that any such action or proceeding may be brought in such courts and waive any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) designate and appoint Constellium US Holdings I, LLC, 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000 as its authorized agent upon which process may be served in any such action or proceeding that may be instituted in any such court and (d) agree that service of any process, summons, notice or document by U.S. registered mail addressed to such agent for service of process, with written notice of said service to such Person at the address of the agent for service of process set forth in clause (c) of this Section 11.11 shall be effective service of process for any such action or proceeding brought in any such court. Each of the Issuer, the Guarantors, the Trustee, paying agent, Registrar, and Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby.

  • GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE THIS CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). EACH OF THE BORROWERS AND THE GUARANTORS AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN NEW YORK, NEW YORK OR ANY FEDERAL COURT SITTING IN NEW YORK, NEW YORK AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS OR THE GUARANTORS BY MAIL AT THE ADDRESS SPECIFIED IN §20. THE BORROWERS AND EACH OF THE GUARANTORS HEREBY WAIVES ANY OBJECTION THAT EITHER OF THEM MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

  • Waiver of Right to Jury Trial TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF THE COMPANY OR THE PURCHASERS. THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL. THE PARTIES FURTHER ACKNOWLEDGE THAT (I) THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES AND THEIR COUNSEL AND IS A MATERIAL INDUCEMENT FOR ENTRY INTO THIS AGREEMENT AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

  • Governing Law; Consent to Jurisdiction and Venue THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE PARTIES HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE PARTIES HERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.

  • Consent to Jurisdiction and Venue All judicial proceedings (to the extent that the reference requirement of Section 11.10 is not applicable) arising in or under or related to this Agreement or any of the other Loan Documents may be brought in any state or federal court located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in Santa Xxxxx County, State of California; (b) waives any objection as to jurisdiction or venue in Santa Xxxxx County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 11.2, and shall be deemed effective and received as set forth in Section 11.2. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

  • Consent to Jurisdiction; Waiver of Immunity Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

  • Consent to Jurisdiction The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim.

  • Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE MORTGAGE LOAN SELLER HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, WITH RESPECT TO SUCH COURTS, THE DEFENSE OF AN INCONVENIENT FORUM; (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (V) WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.

  • Consent to Jurisdiction; Waiver of Immunities EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT: (a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. (b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

  • Consent to Jurisdiction; Waivers Each Representative, on behalf of itself and the Secured Parties of the Debt Facility for which it is acting, irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Representative) at the address referred to in Section 8.11; (d) agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any other manner permitted by law; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.10 any special, exemplary, punitive or consequential damages.

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