Payments in the Event of Sublicense Sample Clauses

Payments in the Event of Sublicense. In the event BGM enters into a Sublicense with a Third Party granting to the Sublicensee a sublicense under any rights granted to BGM pursuant to a License of any Subject IP hereunder (the “Sublicensed Rights”), BGM’s obligation to pay royalties under Section 2.02(a) above with respect to the Sublicensed Rights subject to the Sublicense shall terminate and, in lieu thereof, BGM shall pay to ACSB such percentage of all Sublicensing Income received by BGM from the Third Party Sublicensee with respect to the Sublicensed Rights subject to the Sublicense, and upon such additional terms and conditions, as shall be set forth in the Licensing Addendum in which the applicable Subject IP is identified. subject. To the extent the Sublicensed Rights do not include all of the rights granted to BGM with respect to the applicable Subject IP, ACSB shall continue to be entitled to royalties under Section 2.02(a) with respect to those rights retained by BGM or its Affiliates and not subject to the Sublicense. Amounts payable to ACSB based on Sublicensing Income shall be payable for the same term as royalties would have been payable pursuant to Section 2.02(a)(ii)1) above.
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Payments in the Event of Sublicense. In the event INDEVUS enters into one or more sublicense agreement(s) with one or more Third Party or Third Parties under Section 2.3 of this Agreement, the respective percentages of royalties set forth in Section 5.3.1 would no longer be applicable to the Net Sales in the country or countries covered by the sublicense agreement(s) and, in lieu thereof, AVENTIS would receive the following respective percentages of the total Sublicense Royalty Payments for the concerned country(ies): • [*] percent ([*]%) if the sublicense agreement is entered into [*]; • [*] percent ([*]%) if the sublicense agreement is entered into [*]; and • [*] percent ([*]%) if the sublicense agreement is entered into [*]. In order to calculate the amounts due to AVENTIS under this Section 5.3.2, it is understood that (i) any payment to INDEVUS by a sublicensee that is triggered by Net Sales (such as but not limited to fees) shall be considered Sublicense Royalty Payments; and (ii) if no royalties or a lower royalty percentage is paid by INDEVUS’ Sublicensee in consideration of an increased margin received by INDEVUS on Compound or Product supply or of higher milestones payments, such excess payments shall be considered Sublicense Royalty Payments.
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Payments in the Event of Sublicense. In the event INDEVUS enters into a Sublicense with a Third Party granting to the Sublicensee a sublicense under any or all of the rights granted to INDEVUS under Section 2.1 above in any or all of the countries in the Territory (the “Sublicensed Rights”), INDEVUS’s obligation to pay XXXXXXXX royalties under Section 5.4 (a) above with respect to the Sublicensed Rights subject to the Sublicense shall terminate and, in lieu thereof, INDEVUS shall pay to XXXXXXXX [*] percent ([*]%) of all Sublicense Royalty Payments received by INDEVUS from the Third Party Sublicensee with respect to the Sublicensed Rights subject to the Sublicense, subject to the provisions of Sections 5.4 (e) and (g) below. To the extent the Sublicensed Rights do not include all of the rights granted to INDEVUS under Section 2.1 above, XXXXXXXX shall continue to be entitled to royalties under Section 5.4 (a) with respect to those rights retained by INDEVUS or its Affiliates and not subject to the Sublicense. Except as required under Section 5.4 (g) hereof, no royalties shall be payable by INDEVUS with respect to net sales by a Sublicensee. Amounts payable to XXXXXXXX based on Sublicense Royalty Payments shall be payable for the same term as royalties would have been payable pursuant to Section 5.4 (a) (ii) above.
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Payments in the Event of Sublicense. In the event PATHOGENICS ----------------------------------- enters into a sublicense with a Third Party or Third Parties under Section 2.3 of this Agreement and ceases the manufacture, use, and sale of Product, then as of the effective date of the sublicense PATHOGENICS' obligation to pay ALPHA RESEARCH any royalties or milestone payments under Section 5.1.1 above shall terminate and, in lieu thereof, ALPHA RESEARCH shall be entitled to twenty percent (20%) of Sublicense Payments received by PATHOGENICS.
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Payments in the Event of Sublicense. (i) In the event MEDICINOVA enters into a sublicense with a Third Party or Third Parties under Section 2.4 of this Agreement of any rights licensed to MEDICINOVA by ANGIOGENE under Section 2.1 of this Agreement, then in lieu of MEDICINOVA paying ANGIOGENE the milestone payments set forth in Section 5.2 above and the royalty payments set forth in Section 5.3.1 above, MEDICINOVA shall pay ANGIOGENE the following applicable percentages of Sublicense Consideration received by MEDICINOVA from such sublicensee(s): (a) [**] of Sublicense Consideration, if a sublicense is entered into after completion [**]; (b) [**] of Sublicense Consideration, if a sublicense is entered into after completion [**]; (c) [**] of Sublicense Consideration, if a sublicense is entered into during or after [**]; or (d) [**] of Sublicense Consideration, if a sublicense is entered into before commencement [**]. (ii) Payments shall be required under Section 5.3.2(i) for so long as MEDICINOVA is receiving Sublicense Consideration.
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Payments in the Event of Sublicense. In the event MEDICINOVA enters into a sublicense with a Third Party or Third Parties under Section 2.3 of this Agreement of any rights licensed to MEDICINOVA by LICENSORS under Section 2.1 of this Agreement, then in lieu of MEDICINOVA paying to RIKEN the royalty payments set forth in Section 5.3.1 above, MEDICINOVA shall pay to RIKEN, on behalf of RIKEN and MIKOSHIBA, [**] of royalties received by MEDICINOVA from such sublicensee(s) (the “Sublicense Royalty Payments”). Payments shall be required under Section 5.3.2 for the same period set forth in Section 5.3.1(b) hereof.
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Payments in the Event of Sublicense. In the event INDEVUS enters into a sublicense with a Third Party or Third Parties under Section 2.3 of this Agreement, then the following shall be applicable as of the effective date of the sublicense: (a) INDEVUS'obligation to pay ATLANTIC any of the milestone payments set forth in Section 5.2 above shall terminate and, in lieu thereof, ATLANTIC shall be entitled to [*] of Sublicense Non-Royalty Payments received by INDEVUS, net of [*] of any amounts paid by INDEVUS under Section 5.1 or 5.2 of this Agreement prior to the effective date of the sublicense; and (b) INDEVUS'obligation to pay ATLANTIC any royalties under Section 5.3.1 above shall terminate and, in lieu thereof, ATLANTIC shall be entitled to [*] of Sublicense Royalty Payments received by INDEVUS, for the same period set forth in Section 5.3.1(iii), net of [*] (not to exceed an aggregate of $ [*] ) of (i) any Approval Milestone Payments paid by INDEVUS prior to the effective date of the sublicense and (ii) any amounts paid by INDEVUS under Section 5.3.2 (a) above. .
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Payments in the Event of Sublicense. (i) In the event INTERNEURON enters into a sublicense with a Third Party or Third Parties under Section 2.3 of this Agreement, then in lieu of INTERNEURON paying URIACH the royalty payments set forth in Section 5.3.1 above, INTERNEURON shall pay URIACH [*] of royalty payments received by INTERNEURON ("INTERNEURON Royalties") which shall at all times be based on net sales of Product by Sublicensee(s) (such net sales to be defined in any sublicense agreement in terms materially consistent with the definition of Net Sales contained in this Agreement). If INTERNEURON enters into a sublicense with a Third Party under Section 2.3 of this Agreement for the United States prior to completion of the Phase 2 Clinical Trial, INTERNEURON shall pay URIACH [*] of INTERNEURON Royalties received from such Sublicensee. Payments shall be required under this Section 5.3.2(i) for so long as INTERNEURON is receiving INTERNEURON Royalties. * Confidential Treatment Requested (ii) INTERNEURON shall exercise commercially reasonable efforts to collect INTERNEURON Royalties, shall not waive any right to receive such INTERNEURON Royalties, and shall not assign such right or otherwise dispose of it without first having obtained URIACH's written consent, except in accordance with the terms of or as contemplated by this Agreement. (iii) INTERNEURON shall also pay URIACH [*] of Sales Based Milestone Payments (as defined in the next sentence). Sales Based Milestone Payments shall mean those payments received by INTERNEURON from a Sublicensee that are contingent upon the Sublicensee's achievement of specifed levels of net sales of Product; provided, however, that any amounts payable to URIACH under this Section 5.3.2 (iii) shall be reduced by the [*] milestone payment payable by INTERNEURON to URIACH under Section 5.2 (f). Payment under this Section 5.3.2 (iii) shall be made by INTERNEURON not later than thirty (30) days after having received the Sales Based Milestone Payment from its Sublicensee.
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Payments in the Event of Sublicense. In the event MediciNova enters into one or more sublicense agreement(s) with one or more Third Party or Third Parties under Section 2.02 of this Agreement, the respective percentages of royalties set forth in Section 5.02 would no longer be applicable to the Net Sales in the country or countries covered by the sublicense agreement(s) and, in lieu thereof, MediciNova shall pay to Kissei the following respective percentages of the total Sublicense Royalty Payments for the concerned country(ies): (a) [**] if the sublicense agreement is entered into prior to [**]; or (b) [**] if the sublicense agreement is entered into after the [**].
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Related to Payments in the Event of Sublicense

  • Grant of Sublicense Subject to the terms and conditions of this Agreement, Adviser hereby grants to the Trust a non-transferable sublicense to use the Index (and associated data and information) listed on Exhibit A in the manner set forth in, and subject to the terms of, the License Agreement.

  • Limited Right of Sublicense The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

  • Termination of License 3.2.1 The Bank shall have, in the event of the Customer’s breach of or default under this Agreement and/ or the Bank being of the view that the Customer is not co-operating and/or complying with the terms and conditions of this Agreement, a right to terminate this Agreement and the license granted hereunder, after issuing to the Customer a prior written notice of not less than 3 (three) months by registered post or speed post (and also by (i) email where email id of the Customer is available; and (ii) SMS and/or WhatsApp where the mobile phone number of the Customer is available) (“Termination Notice”). 3.2.2 Upon receipt of the Termination Notice, the Licensor shall forthwith and before the end of the notice period stipulated under the Termination Notice surrender and vacate the Locker and handover the keys, password or any other identification mechanism and documents provided by the Bank for opening of the Locker, to the Bank.

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • Xxxxx of License; Limitations The Engineer is granted a limited revocable non-exclusive license to use the registered TxDOT trademark logo (TxDOT Flying “T”) on any deliverables prepared under this contract that are the property of the State. The Engineer may not make any use of the registered TxDOT trademark logo on any other materials or documents unless it first submits that request in writing to the State and receives approval for the proposed use. The Engineer agrees that it shall not alter, modify, dilute, or otherwise misuse the registered TxDOT trademark logo or bring it into disrepute.

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).

  • Termination of Licenses Subject to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR), all licences granted pursuant to Clause 33 (Intellectual Property Rights) (other than those granted pursuant to Clause 33.6 (Third Party IPR) and 33.7 (Licence granted by the Customer)) shall survive the Call Off Expiry Date. The Supplier shall, if requested by the Customer in accordance with Call Off Schedule 9 (Exit Management), grant (or procure the grant) to the Replacement Supplier of a licence to use any Supplier Background IPR and/or Third Party IPR on terms equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) subject to the Replacement Supplier entering into reasonable confidentiality undertakings with the Supplier. The licence granted pursuant to Clause 33.7 (Licence granted by the Customer ) and any sub-licence granted by the Supplier in accordance with Clause 33.7.1 (Licence granted by the Customer) shall terminate automatically on the Call Off Expiry Date and the Supplier shall: immediately cease all use of the Customer Background IPR and the Customer Data (as the case may be); at the discretion of the Customer, return or destroy documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data, provided that if the Customer has not made an election within six months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data (as the case may be); and ensure, so far as reasonably practicable, that any Customer Background IPR and Customer Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any computer, word processor, voicemail system or any other device of the Supplier containing such Customer Background IPR and/or Customer Data. The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Customer against all Losses incurred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Customer; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Goods and/or Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Customer may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Xxxxx of License Georgia Institute of Technology shall grant the Student a limited, nonexclusive, nontransferable and revocable license to use and occupy an assigned space in a Georgia Institute of Technology facility in accordance with the terms and conditions of this Contract (the “License”). The parties to this Contract do not intend that an estate, a tenancy or any other interest in property should pass from Georgia Institute of Technology to Student. Instead, it is the intention of the parties that the relationship between Georgia Institute of Technology and Student be that of licensor and licensee and the sole right of Student to use the assigned space as a living unit shall be based upon the License granted in this Contract.

  • Right to Sublicense Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] ([**]) business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to indemnify, hold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (iii)state that Wistar is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing such termination, indemnification, and insurance provisions. 2.4.3 No Sublicensee shall be permitted to sublicense further any of its rights under any Sublicense. Each Sublicense shall contain an agreement and acknowledgment by the Sublicensee that such Sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Company under this Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain primarily liable to Wistar for all of Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any such Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

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