PAYABLE BY GI TO METAMORPHIX Sample Clauses

PAYABLE BY GI TO METAMORPHIX. GI shall pay to MetaMorphix 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 the applicable Factor Patent Rights, which royalty shall be calculated using the following formula: (A+B+C+D+E)-F where A equals either (i) four percent (4%) 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 or a Collaborative Factor of JHU and MetaMorphix. or (ii) two percent (2%) of 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 of GI and JHU or GI and MetaMorphix; B equals one percent (1%) of Net Sales obtained from such sales of such GI Type A Product, multiplied by the number (if any) of Subsequent Members in that GI Type A Product's TGF-(beta) Class (not to exceed three (3) which are GDFs or Collaborative Factors of JHU and-MetaMorphix; C equals one-half percent (1/2%) of Net Sales obtained from such sales of such GI Type A Product, multiplied by the number (if any) of Subsequent Members in that Product's TGF-(beta) Class (not to exceed three (3) which are Collaborative Factors of GI and JHU or GI and MetaMorphix; D equals one percent (1 %) of Net Sales obtained from such sales of such GI Type A Product, if that GI Type A Product is labeled for an indication which is covered by a Valid Claim of a Use Patent within the MetaMorphix Patent Rights, the JHU Patent Rights or the Joint Patent Rights of JHU and MetaMorphix; E equals one-half percent (1/2%) of the Net Sales obtained from such sales of such GI Type A Product, if that Product is labeled for an indication which is covered by a Valid Claim of a Use Patent within the Joint Patent Rights of GI and JHU or GI and MetaMorphix: and F equals the royalty payable by GI to JHU under Section 7.3.2.2 below, PROVIDED. HOWEVER, that In no event shall the sum of A. B and C exceed seven percent (7%).
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PAYABLE BY GI TO METAMORPHIX. GI shall pay to MetaMorphix 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+F+G) where A equals eight percent (8%) of the Net Sales obtained from such sales of such GI Type B Product; B equals the royalty payable by GI to JHU under Section 7.3.3.2 below; C equals either (i) four percent (4%) of Net Sales obtained from such sales of such GI Type B Product, if the First Member of that Product's TGF-(beta) Class is a BMP; OR (ii) two percent (2%) of Net Sales obtained from such sale of such MetaMorphix Product, if the First Member of that Product's TGF-(beta) Class is a Collaborative Factor of GI and JHU or a Collaborative Factor of GI and MetaMorphix; D equals one percent (1 %) of the Net Sales obtained from such sales of such GI Type B Product, multiplied by the number (if any) of Subsequent Members in such GI Type B Product's TGF-(beta) Class (not to exceed three (3) which are BMPs;
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PAYABLE BY GI TO METAMORPHIX. GI shall pay to MetaMorphix 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+F+G) where
Sample 1
PAYABLE BY GI TO METAMORPHIX. GI shall pay to MetaMorphix a royalty on the sales made by GI, its Affiliates or sublicensees of Other TGF-ß Products, which royalty shall be calculated using the formula: royalty = ( A+ B+ C+ D) - E where A equals one-half percent (1/2%) of the Net Sales obtained from 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 or Collaborative Factors of JHU and MetaMorphix (not to exceed three (3) for each TGF-13 Class), the manufacture, use or sale of which is covered by a Valid Claim under the applicable Factor Patent Rights, which belong to a TGF-ß Class containing the Factor on which the Other TGF-ß Product being sold is based;
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Related to PAYABLE BY GI TO METAMORPHIX

  • By Licensor Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2.

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • Breach by Licensee a. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder. b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

  • Termination by Licensee Licensee, at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such termination effective will be ninety (90) days following receipt of such notice by Licensor.

  • Termination by Licensor Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

  • Restricted Use by Licensee Except as expressly authorized by the terms of license, Licensee shall not: (i) Copy the Product; (ii) Cause or permit reverse compilation or reverse assembly of all or any portion of the Product; (iii) Export the Licensed Software in violation of any U.S. Department of Commerce export administration regulations.

  • 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.

  • 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.

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