Royalty Pharma Offer Clause Samples

Royalty Pharma Offer. (a) To the extent permitted by Law, Purchaser shall give Seller reasonable prior written notice of any proposed discussion or correspondence between it or its representatives with the Irish Takeover Panel with respect to the Transactions and shall give Seller the opportunity to participate in any such proposed discussion or comment on the correspondence. (b) Purchaser agrees to complete the Transactions without the need for the approval of its shareholders if the offer period in respect of the offer by Royalty Pharma (to be made through Echo Pharma Acquisition Limited) for Purchaser announced on April 15, 2013 pursuant to Rule 2.5 of the Irish Takeover Rules ends or Purchaser is not otherwise required to seek shareholder approval of the Transactions.
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Related to Royalty Pharma Offer

  • Royalty Stacking (a) If (i) the Licensee or a sub-licensee considers it necessary to obtain a licence from any Third Party (a “Third Party Licence”) in order to avoid infringing such Third Party’s patents solely in the exercise of the Licensee’s or sub-licensee’s rights to develop, research, manufacture, have manufactured, use market, sell, have sold, supply, import, and export a Licensed Product, and (ii) the Third Party Licence provides that the Licensee or sub-licensee shall pay such Third Party a royalty calculated as a percentage of the invoiced price of a Licensed Product (a “Third Party Royalty”), and (iii) the Licensee notifies the Licensor within [***] of entering into the Third Party Licence, then the Third Party Royalty payable on each Licensed Product shall be deducted from the royalties on Net Sales payable under this Agreement, provided that the amount of royalty payable by the Licensee to the Licensor under clause 3.5 in any Calendar Quarter shall not be reduced by more than the [***] by virtue of this clause 3.9. (b) The Parties acknowledge and agree that: (i) The deductions referred to in this clause shall only be made where (and to the extent that) the technology that is the subject of the Licensed Intellectual Property cannot be used in accordance with the provisions of this Agreement without infringing the patents that are the subject of the Third Party Licence (and shall not be made in respect of any other third party technology or intellectual property that the Licensee chooses to use in the manufacture or sale of any Licensed Product); and (ii) This clause does not provide for any reduction in the Net Sales royalties payable by the Licensee in the event that the Licensee considers it necessary to obtain any Third Party Licence in order to avoid infringing any Third Party patents in the course of the development, manufacture or sale of any Know-How Product.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Royalty Payment For all leased substances that are sold during a particular month, Lessee shall pay royalties to Lessor on or before the end of the next succeeding month. Royalty payments shall be accompanied by a verified statement, in a form approved by Lessor, stating the amount of leased substances sold, the gross proceeds accruing to Lessee, and any other information reasonably required by Lessor to verify production and disposition of the leased substances or leased substances products. Delinquent royalties may be subject to late fees and penalties in accordance with Lessor’s Rules.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).