Rest of the World. If You acquired the Software in the rest of the world, You are contracting with Modality Systems Limited, a company registered at Global House, 0 Xxxxxxx Xxxxx, Xxxxxxx, XX0 0XX, Xxxxxx Xxxxxxx. This Licence will be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Rest of the World m. to 5p.m. Central European Time Monday- Friday. Both exclude public holidays.
Rest of the World. If Customer is located outside of the United States, but not in Switzerland or the EEA, the laws of the State of New York, USA, except for the UN Sale of Goods Law and any other conflict of law provisions of the international private laws, will govern any and all Disputes. Mediation will be held at a convenient location in the country where Customer is located.
Rest of the World. In the event the JC decides to develop and commercialize the Products at any Decision Point in the Rest of the World, income sharing shall be done in the following manner.
Rest of the World. A Certification Period with respect to any nation other than the U.S. may be instituted from time to time by Committee Action, and shall be so instituted if: (i) a party hereto so requests as to such nation and (ii) Committee Action determines that there is a reasonable likelihood that Approval for the Product will be obtained in such nation. The parties hereby agree that the Alliance Committee, by Committee Action, shall on an annual basis approve the Certification Budget with respect to each such Certification Period for the next twelve-month period following the institution thereof.
3.6.1 If both parties elect to participate fully in such Certification Period, each party will share equally the total costs of the entire Certification Budget relating thereto, regardless of which party is allocated one or more of the relevant Certification Tasks, unless both parties have consented in writing to an alternative arrangement.
3.6.2 If a party hereto not requesting such Certification Period elects not to participate therein, it shall do so by written notice to the other party given within 90 days of the request by the requesting party for such Certification Period (whether or not such Certification Period has been instituted by Committee Action prior to such election).
3.6.3 A party that does not fully participate in such Certification Period shall not be required to contribute to the reconciliations for the costs of such Certification Period under Section 3.7 hereof. Rather, a Certification Excess shall be established with respect to the Product in the relevant nation, which shall equal the sums such party would have borne or paid under Sections 3.6.1 and 3.7 hereof, had it participated in such Certification Period, but did not pay due to its election under this section. In such event, any Certification Excess shall be treated as described in Section 3.5.2 or 3.5.3 hereof, as applicable.
Rest of the World. Subject to the terms and conditions of this Agreement, XT hereby grants to each ABX and JTI a co-exclusive license or sublicense, as the case may be, under the Licensed Technology, to make and have made Products anywhere in the world and to use, sell, lease, offer to sell or lease, import, export, otherwise transfer physical possession of or otherwise transfer title to such Products in the Rest of the World in the Licensed Field. Such co-exclusive license or sublicense shall be co-exclusive even as to XT, and shall include the co-exclusive right to grant and authorize sublicenses for exploitation within the Rest of the World; provided, however, that ABX and JTI may not, under this license, grant sublicenses to any rights to the Mice except as provided in Section 2.4 of this Agreement. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Rest of the World. BMS shall pay Medarex a royalty on annual Net Sales aggregated across all Products and MDX-1379 sold in the Royalty Territory (other than Japan) in a given Year equal to:
a. [ * ];
b. [ * ]; and
c. [ * ].
Rest of the World. With respect to any nation other than the U.S., each of the parties shall, subject to Sections 3.6 and 5.5 hereof, use its Best Commercial Efforts either (i) to present to the Alliance Committee a plan (in the form of a Manufacturing and Marketing Plan) for such party's manufacturing, marketing, promoting and selling the Product throughout such nation or (ii) to present to the Alliance Committee an arrangement whereby a third party or third parties will do some or all of the tasks described under clause (i). The Alliance Committee will determine, by Committee Action, which of the approaches (i.e., clause (i) and/or clause (ii), and as to one or both of the parties' approaches so presented) will be most likely to maximize the early market entry and ultimate market success of the Product in the applicable nation; it being understood, however, that the Alliance Committee will give preference, other factors being essentially equal, for marketing, promotion and selling to be conducted by a party hereto or an Affiliate of a party hereto, if any such approach is presented in a timely manner by such party; provided that, in the event that Alliance Committee determines that an approach described by clause (ii) above shall be pursued in the applicable nation, Endo shall take the lead with respect to the negotiations and discussions with the third party or third parties in such nation, with the terms of any agreement so negotiated remaining subject to Alliance Committee approval.
Rest of the World. (a) Prior to the end of the eighteen (18) month period commencing on the Closing Date (or such longer period as the Seller and Purchaser may agree in writing), unless (x) the Seller or a Key Seller Party shall have materially breached this Agreement, the Guaranty or the Key Parties Restriction Agreement and not cured the same to the satisfaction of the Purchaser is its sole discretion or (y) the Seller or a Key Seller Party shall have made a material misrepresentation therein or in any other agreement or instrument delivered in connection therewith, the Purchaser shall, at the Purchaser’s sole option, either pay to the Seller in cash or other immediately available funds the aggregate amoun of ONE MILLION DOLLARS ($1,000,000) (the “ROW Initial Purchase Price Amount”), or re-convey all of the ROW Patents to the Seller to the extent they exist and have not expired by such time. All amounts paid by a Purchaser Entity pursuant to Section 3.3(b) or (c) during such eighteen (18) month period shall be counted toward the payment of the ROW Initial Purchase Price Amount. Such re-conveyance of the ROW Patents shall be the Seller’s sole right and remedy for the failure of the Purchaser to pay such ROW Initial Purchase Price Amount. If the Seller wishes to exercise its right to have ROW Patents re-conveyed to the Seller, the Seller must within thirty (30) days after the end of such eighteen (18) month period so notify the Purchaser in writing and reimburse the Purchaser Entities for any and all costs and expenses incurred by any Purchaser Entity in maintaining or pursuing ROW Patents. If the Seller fails to take such actions prior to the end of such thirty (30) day period, the Seller shall be deemed to have forfeited its right to have the ROW Patents re-conveyed, and all of the same shall irrevocably belong to the Purchaser. SUCH RE-CONVEYANCE SHALL BE ON AN “AS IS,WHERE IS” BASIS ENTIRELY WITHOUT REPRESENTATION, WARRANTY, COST, EXPENSE OR LIABILITY TO THE PURCHASER ENTITIES, PROVIDED, HOWEVER, THAT THE PURCHASER SHALL REPRESENT AND WARRANT IN WRITING AFTER RECEIPT OF THE SELLER’S NOTICE THAT IT WISHES TO EXERCISE ITS RIGHT TO RECONVEYANCE THAT THE ROW PATENTS ARE NOT SUBJECT TO ANY LIEN, CLAIM OR ENCUMBRANCE CREATED BY A PURCHASER ENTITY OTHER THAN LICENSES OR RIGHTS TO USE GRANTED BY A PURCHASER ENTITY (OTHER THAN TO OTHER PURCHASER ENTITIES). AT THE TIME OF RE-CONVEYANCE OF THE ROW PATENTS, THE SELLER SHALL ASSUME ALL SUCH LICENSES AND RIGHTS (OTHER THAN FOR BREACH ...
Rest of the World. If Foleon B.V. is the party contracting with the Customer under this Contract, the following terms apply:
