Royalties Due Other Third Parties Sample Clauses

Royalties Due Other Third Parties. If either Party believes that a license or other right is required from a Third Party, or that the payment of royalties or other consideration is required to be made to, a Third Party, to obtain Intellectual Property Rights to manufacture, sell or import Products, such Party shall notify the other Party. The matter will be presented to the Joint Steering Committee for consideration, and the Parties shall confer with respect to the matter to seek to agree as to whether any such rights are required and, if they agree that they are, how to obtain such rights. However, if the Parties do not agree, either Party may seek to obtain such rights on such terms and conditions as such Party in its sole discretion deems necessary and appropriate. The Party seeking to obtain such rights shall keep the other Party reasonably informed on a concurrent basis of the status of discussions and negotiation with the Third Party, will accurately respond to questions regarding such negotiations and their status, will counsel with and seek the advice of the other Party with respect to such negotiations, and will promptly furnish such other Party with copies of all material written (including electronic) communications with the Third Party, with copies of all drafts of agreements or other documents setting forth commitments or proposed commitments, and a copy of any executed agreement set forth the terms for the obtaining of any such rights, and all documents setting forth related agreements, commitments or understandings. The Party that did not enter into such agreement will reimburse the other Party [***] of any net amounts paid to such Third Party to obtain such rights within forty five (45) days after receipt of an invoice therefor. If such agreement affords rights other than solely rights to manufacture and/or sell Products subject to and pursuant to this Agreement, the reimbursing Party shall only be required to reimburse the other [***] [***]of the fair market value, determined as of the effective date of such agreement with the Third Party, of the proportionate value that the rights granted to manufacture and/or sell Products subject to and pursuant to this Agreement bear to the totality of rights granted pursuant to such agreement with the Third Party. Notwithstanding the foregoing, if such rights are sought to be obtained from an Affiliate of a Party, no such agreement will be entered into with such Affiliate without the written consent of both Parties. Neither the royalti...
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Related to Royalties Due Other Third Parties

  • 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.

  • 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.

  • No Third Parties Except as specifically provided herein, no third party shall be benefited by any of the provisions of this Amendment; nor shall any such third party have the right to rely in any manner upon any of the terms hereof, and none of the covenants, representations, warranties or agreements herein contained shall run in favor of any third party.

  • Liability to Third Parties The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

  • 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:

  • Rights of Third Parties Nothing herein expressed is intended to or shall be construed to confer upon or give to any person, firm or other entity, other than the parties hereto and their permitted assigns, any rights or remedies under or by reason of this Agreement.

  • 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.

  • Assignments, Successors, and No Third-Party Rights Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld, except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

  • Royalties on Net Sales Novo will pay to Neose royalties as a percentage of annual Net Sales of each New Product during the Term at the applicable rates set forth in this Section 4.1 and in accordance with this Section 4:

  • 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.

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