Payments Under Third Party Agreements Sample Clauses

Payments Under Third Party Agreements. The Parties acknowledge that Licensor will remain solely liable for any payment obligations (including license fees, milestones or royalties) under any Third Party Agreements.
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Payments Under Third Party Agreements. 5.1 The second sentence of Section 8.4.1 shall be amended to read as follows: “[…]In addition, Bayer will be responsible for (i) the payments that become due under any future agreement Bayer enters into with a Third Party with regard to the Product, except as set forth in Section 8.4.2; and (ii) [***] of any payments that become due under any potential license to or acquisition of one or more Patents from a Third Party listed on Attachment 4 (whether entered into by Bayer or by Micromet), provided that with regard to royalty payments, Bayer’s share of the payment obligations under this subsection (ii) for such Third Party agreement shall be limited to a royalty rate of [***] percent. Bayer and Micromet will continuously consult with each other during the negotiation of and jointly approve any license or acquisition agreement covered by subsection (ii) above, such approval not to be unreasonably withheld; it being understood that, subject to Section 4.8 with respect to any subsequent negotiation right of Bayer, Micromet shall have the first right to obtain such license under commercially reasonable terms, including but not limited to a reasonable allocation of early and late payments in accordance with industry standards and similar to the allocation of early and late payments from Bayer to Micromet under this Agreement, as the Parties may determine. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4), and 240.24b-2 5.2 The second sentence of Section 8.4.2 shall be amended to read as follows: “[…] In addition, Micromet will be responsible for (i) the payments that become due under any license to or acquisition of Patents (whether entered into by Bayer or by Micromet) from a Third Party (including a [***]) to the extent payments are payable for a license to or acquisition of Patents owned by a Third Party that would [***] by [***], except excluding any such invention relating to the [***] and (ii) [***] of any payments that become due under any potential license to or acquisition of one or more Patents from a Third Party listed on Attachment 4 (whether entered into by Bayer or by Micromet), provided that with regard to royalty payments, Micromet’s share of the payment obl...
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Payments Under Third Party Agreements. Progenics shall be solely responsible for all obligations under the Progenics Third Party Agreements (including, without limitation, any such obligations that relate to the Progenics Technology). Wyeth shall be solely responsible for any obligations under agreements with Third Parties entered into by Wyeth or its Affiliates or its Sublicensees after the Effective Date related to the Development or Commercialization of the Products. As to the [*], Progenics shall be responsible for [*] under the [*] if no Product is developed that would require the payment of a royalty under the [*]. In the event that the JSC determines to Develop a Product that [*], Wyeth shall [*].
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Payments Under Third Party Agreements. 9.5.1 Micromet will be responsible for any payments that become due to the licensors or assignors under (i) any license or right that is obtained by Micromet with respect to Patents that would be infringed, absent a license, by the following technologies or activities, or with respect to Know-How that has been [***] or [***] in connection with the following technologies or activities: (a) the [***] of a Product, the [***], the [***] in the Products, or the [***] of an [***] that is a [***], (b) the [***] of [***], as conducted by Micromet at or prior to the time the [***] are [***] to Section [***], or (c) the [***] of the [***] as incorporated into a Product, (ii) the [***], or (iii) any inventorship agreement or arrangement covered by Section 7.9. For clarity, with respect to [***], Micromet will be responsible for any payments due under the [***] itself, but not for payments due under any [***] (which [***] payments will be Amgen’s responsibility as described in Section 9.5.2 below). Notwithstanding the foregoing, Micromet will not be responsible for any payments to Third Parties in connection with licenses to Third Party Patents or Know-How that Amgen, whether in the relevant Development Plan or otherwise, [***] to [***] and [***] in connection with the research or development of Products under this Agreement, or that become necessary solely on account of [***] or other [***] either to [***] or [***] following the [***] of the [***] hereunder.
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Payments Under Third Party Agreements 
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Related to Payments Under Third Party Agreements

  • Payments under this Agreement In the event that one party (the “Owing Party”) is required to make a payment to another party (the “Owed Party”) pursuant to this Agreement, then such payments shall be made according to this Section 7.05.

  • Consents Under Agreements The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereof, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause).

  • Payments to Third Parties Except as expressly set forth herein, each Party shall be solely responsible for any payments due to Third Parties under any agreement entered into by such Party with respect to the Licensed Product, as a result of activities hereunder.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Assignments; Reinsurance; Third-Party Rights (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of the Insurer. Any assignments made in violation of this Insurance Agreement shall be null and void.

  • Persons Having Rights under this Agreement Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

  • Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • RECOVERY FROM THIRD PARTIES 6.1 Where the Sellers have paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for Taxation and the Buyer, the Company is or becomes entitled to recover from some other person (not being the Buyer, the Company or any other company within the Buyer’s Tax Group), any amount in respect of such Liability for Taxation, the Buyer shall or shall procure that the Company shall:

  • Received From Third Party Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund’s custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

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