PAYABLE BY GI TO METAMORPHIX Sample Clauses

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-(beta) 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-(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 or Collaborative Factors of JHU and MetaMorphix (not to exceed three (3) for each TGF-beta 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-(beta) Class containing the Factor on which the Other TGF-(beta) Product being sold is based; B equals one-quarter percent (1/4%) of the Net Sales obtained from 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 and 12, multiplied by the number (if any) of Collaborative Factors of GI and JHU, or GI and MetaMorphix (not to exceed three (3) for each TGF-(beta) 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-(beta) Class containing the Other TGF-(beta) Factor on which the Other TGF-(beta) Product being sold is based: C equals one percent (1 %) of the Net Sales obtained from the sale of any Other TGF-(beta) Product (excluding Other TGF-P 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 and Collaborative Factors of JHU and MetaMorphix (not to exceed three (3) for each TGF-beta 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-(beta) Class .containing the Other TGF-(beta) Factor on which the Other TGF-(beta) Product being sold is based; D equals one-half percent (1/2%) of the Net Sales obtained from the sale 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 Collaborative Factors of GI and JHU, or GI and MetaMorphix (not to exceed three (3) for each TGF-(beta) 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-(beta) Class containing the Other TGF-(beta) Factor on which the Other TGF-(beta) Product b...
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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
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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 represents and warrants that:

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, 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 to the extent 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:

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • 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).

  • Duration of Royalty Obligations The royalty obligations of Licensee as to each Product shall terminate on a country-by-country and product-by-product basis concurrently with the expiration of:

  • Termination by Licensee 10.1. Licensee will have the right at any time to terminate this Agreement in whole or as to any portion of Patent Rights or Property Rights by giving notice in writing to The Regents. Such Notice of Termination will be subject to Article 20. (Notices) and termination of this Agreement in whole or with respect to any portion of the Patent Rights or Property Rights will be effective 60 days after the effective date thereof.

  • Termination by Licensor Licensor, at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

  • Performance by Borrower Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender.

  • 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.

  • No Liability to Third Parties No person who is or has been a Trustee, officer, or employee of the Trust shall be subject to any personal liability whatsoever to any Person, other than the Trust or its Shareholders, in connection with the affairs of the Trust; and all Persons shall look solely to the Trust Property or Property of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. All Persons extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the assets of the Trust Property or the Trust Property of such Series for payment under such credit, contract or claim; and neither the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

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