Required Third Party Payments Sample Clauses

Required Third Party Payments. RSVC shall be entitled to deduct from the royalty payments it makes with respect to a Licensed Product in a country during the applicable Royalty […***…]of Required Third Party Payments actually made by RSVC or its Affiliate or Sublicensee and solely to the extent that such Third Party Payments (i) are required by a court of competent jurisdiction, in connection with the infringement of any Patent Rights controlled by such Third Party with respect to the Exploitation of a Licensed Product in the Field; or (ii) are pursuant to a licensing agreement with a Third Party to license Patent Rights Covering such Third Party’s Know-How or adjuvants incorporated into a Licensed Product if, in the absence of such license, the Exploitation of the Licensed Product in the Field would, in the reasonable judgment of RSVC and BH, be reasonably likely to infringe such Patent Rights or such adjuvant would not be available for incorporation into such Licensed Product. RSVC shall discuss with BH any such licensing agreement into which RSVC intends to enter and reasonably consider any views that BH timely expresses to RSVC as to the necessity or prudence of entering into such licensing agreement; provided that, RSVC shall retain final decision-making authority as to whether or not it enters into any such proposed licensing agreement. In no event shall a deduction under this Section 5.5(c) reduce any royalty payment made by RSVC pursuant to Section 5.5(a) (subject to Section 5.5(b)) by more than […***…]. If, but for the preceding sentence, the deduction under this Section 5.5(c) would have reduced a royalty payment made by RSVC by more […***…], then the amount of such deduction that would have reduced the royalty payment by more […***…]will be carried over to subsequent Calendar Quarter(s) until the full amount that RSVC would have been entitled to deduct (absent the limitation in the prior sentence) is deducted, subject to the limitation set forth in the preceding sentence in each such subsequent Calendar Quarter.
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Required Third Party Payments. Payments to a third party to license patents covering such third party’s technology if, in the absence of such license, the use by Juniper of the specific technology covered by any Assigned Patent would or is likely to, in the reasonable judgment of Juniper, infringe such patents.
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Required Third Party Payments. Juniper shall be entitled to deduct, from the quarterly royalty payments made by it in respect of Net Sales of Product in a country, fifty percent (50%) of Required Third Party Payments paid by Juniper with respect to such Product in such country; provided that, in no event shall a deduction under this Section 4.3(c) reduce any quarterly royalty payment made by Juniper in respect of Net Sales of Product in a country by more than fifty percent (50%). Any deduction that is not usable pursuant to the final clause of the immediately preceding sentence may be carried forward for use in a future period.
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Required Third Party Payments. If, after the Effective Date and during the Term, Siemens obtains a license under issued Third Party patents which Siemens reasonably determines upon the advice of patent counsel would, in the absence of such license, be infringed by performance of an Approved LDT in the Territory or sale of an Approved IVD Product in the Territory, then Siemens may offset […***…] percent ([…***…]%) of the royalties actually paid to such Third Party under such patent license with respect to sales of such Approved LDT or Approved IVD Product, as applicable, in the Territory against the royalties due Tocagen under Section 7.2 with respect to the particular Approved Product; provided that royalties payable under license agreement to which Siemens is a party as of the Effective Date shall not be deductible hereunder; and provided, further, that in no event shall the royalty payable by Siemens to Tocagen pursuant to Section 7.2 with respect to such Approved Product be reduced by more than […***…] percent ([…***…]%) in any calendar quarter as a result of any and all such offsets in the aggregate. Upon Tocagen’s request, Siemens shall deliver to Tocagen a true and complete copy of any such Third Party license agreement, provided that Siemens may redact from such copy any confidential or proprietary information that is not necessary for Tocagen to verify the calculation of royalties payable to Tocagen hereunder.
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Required Third Party Payments. If Xxxxxx obtains a license under any Third Party Patent Right that Xxxxxx determines may, in the absence of such license, be infringed by the manufacture, use, sale, offer for sale or import of the Product Candidate contained in a Licensed Product in a country in the Territory (including in connection with the settlement of a patent infringement claim), then Xxxxxx may deduct [***] percent ([***]%) of the royalties, and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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Required Third Party Payments. As between the Parties, Penwest shall be responsible for procuring such licenses as Penwest may deem appropriate for the manufacture, use, marketing, sale or distribution of a Product by Penwest, its Affiliates or Sublicensees. In the event that Penwest or any of its Affiliates or Sublicensees is required to pay Required Third Party Payments with respect to a Product, Penwest shall be entitled to deduct, from the quarterly royalty payments due by Penwest in respect of Net Sales of such Product in a country, [**] percent ([**]%) of all Required Third Party Payments paid by Penwest, its Affiliates and/or Sublicensees with respect to such Product in such country, provided, that in no event shall a deduction under this Section 7.1.2 reduce any quarterly royalty payment made by Penwest in respect of Net Sales of Product in a country by more than [**] percent ([**]%) of the amount otherwise due pursuant to Section 7.1.1 prior to such reduction. In the event that the amount Penwest is entitled to deduct hereunder exceeds the royalty amount determined in accordance with the foregoing limitation to be due to Edison, Penwest shall be entitled to deduct amounts from any subsequent royalty payment(s) due to Edison until the entire amount to which Penwest is entitled to deduct has been so deducted; provided, however, that in no event shall Edison be required to refund any royalty payments received from Penwest as a result of any such excess hereunder.
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Required Third Party Payments. If a Selling Person obtains a license under any Patent Right owned or controlled by a third party (other than another Selling Person) that would, in the absence of such license, be infringed by the manufacture, use, sale, offer for sale or importation of the Acquired Compound contained in a Product in a country (but excluding any such Patent Right which covers only the formulation or method of manufacture of such Acquired Compound), then fifty percent (50%) of the royalties actually paid to such third party with respect to sales of such Product in such country (such fifty percent (50%) portion, the “Stacking Payments”) may be deducted from the Sales-Based Contingent Payments due to Seller with respect to such Product in such country; provided, however, that in no event shall the Sales-Based Contingent Payments due pursuant to Section 1.04(b)(i) (subject to Section 1.04(b)(ii)) in any Calendar Quarter be reduced by more than fifty percent (50%) as a result of any and all such Stacking Payments in the aggregate. In the event that the Selling Persons may not fully deduct the Stacking Payments as a result of the proviso in the immediately preceding sentence, the Selling Persons may carry forward any remaining portion of the Stacking Payments to be credited to future Calendar Quarters, subject, in each future Calendar Quarter, to the proviso in the immediately preceding sentence.
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Required Third Party Payments. In the event that Achillion’s outside patent counsel together with Emory’s outside patent counsel agree that the development, making, having made, use, marketing, importation, having imported, Selling, offering for Sale or having Sold of a Licensed Product in a country by Achillion, its Affiliates and/or Sublicensees is covered by claims of third party patent rights (including pending patent applications), then Achillion shall be entitled to deduct [**] percent ([**]%) of any license fees incurred by Achillion to obtain a license under such third party patent rights with respect to such Licensed Product in such country (other than fees paid to Yale University or Vion Pharmaceuticals, Inc., which shall not be deductible) from the Calendar Quarterly royalty payments made by Achillion in respect of Net Sales of the Licensed Product in such country; provided that in no event shall a deduction under this Section 3.4.3 reduce any Calendar Quarterly royalty payment made by Achillion in respect of Net Sales of a Licensed Product in a country by more than [**] percent ([**]%). Any deduction that is not usable pursuant to the final clause of the immediately preceding sentence may be carried forward for use in a future period.
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Required Third Party Payments 
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Related to Required Third Party Payments

  • Third Party Payments Neither the Advisor nor any of its officers, directors, employees or stockholders shall receive any commissions, compensation, remuneration or payments whatsoever from any broker with which the Company carries an account for transactions executed in the Company’s account. The parties acknowledge that a familial relationship of any of the foregoing persons may receive floor brokerage commissions in respect of trades effected pursuant to the Advisor’s Trading Approach on behalf of the Company, which payment shall not violate the preceding sentence.

  • Reimbursement from Third Party Payors The accounts receivable of Holdings, the Borrower and the Restricted Subsidiaries have been and will continue to be adjusted to reflect the reimbursement policies required by all applicable Requirements of Law and other Third Party Payor Arrangements to which Holdings, the Borrower or such Restricted Subsidiary is subject, and do not exceed in any material respect amounts the Borrower or such Restricted Subsidiary is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to usual charges. All xxxxxxxx by Holdings, the Borrower and each Restricted Subsidiary pursuant to any Third Party Payor Arrangements have been made in compliance with all applicable Requirements of Law, except where failure to comply would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. There has been no intentional or material over-billing or over-collection by the Borrower or any Restricted Subsidiary pursuant to any Third Party Payor Arrangements, other than as created by routine adjustments and disallowances made in the ordinary course of business by the Third Party Payors with respect to such xxxxxxxx.

  • THIRD PARTY PAYORS Company, Shareholders and each licensed professional employee or independent contractor of Company has timely filed all claims or other reports required to be filed with respect to the purchase of services by third-party payors, and all such claims or reports are complete and accurate, and has no liability to any payor with respect thereto. There are no pending appeals, overpayment determinations, adjustments, challenges, audit, litigation or notices of intent to open Medicare or Medicaid claim determinations or other reports required to be filed by Company, any Shareholder and each licensed professional employee of Company. Neither Company, nor any Shareholder, nor any licensed professional employee of Company has been convicted of, or pled guilty or nolo contendere to, patient abuse or negligence, or any other Medicare or Medicaid program related offense and none has committed any offense which may serve as the basis for suspension or exclusion from the Medicare and Medicaid programs or any other third party payor program. With respect to payors, Company, Shareholders and Company's licensed professional employees has not (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failed to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) violated any applicable state anti-remuneration or self-referral statutes, rules or regulations.

  • Sublicense Requirements Any Sublicense:

  • 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

  • Consents of Third Parties All consents or approvals required to be obtained by the Vendor for the purpose of selling, assigning or transferring the Claims have been obtained, provided that this condition may only be relied upon by the Vendor if the Vendor has diligently exercised its best efforts to procure all such consents or approvals and the Purchaser has not waived the need for all such consents or approvals.

  • 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.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • 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.

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