Royalty Reports Notices Correspondence Sample Clauses

Royalty Reports Notices Correspondence. Promptly [***] following the receipt by Seller from the Licensee of (a) a Royalty Report or (b) any material written notice or material written correspondence relating to, involving or affecting, (A) the Purchased Receivables (including written notice of any Royalty Deductions or written notice regarding any negotiation of any adjustments to the formulas set forth in Section 6.5.1(e)(ii) of the License Agreement) pursuant to the License Agreement, or (B) [***], Seller shall furnish a copy of such Royalty Report or such notice or correspondence to Purchaser. Except for notices and correspondence required to be given or made by Seller (i) under the License Agreement or (ii) by applicable Law, Seller shall not send any notice or correspondence to the Licensee relating to, involving or affecting, the Purchased Receivables or [***], in each case, without the prior written consent of the Required Royalty Parties (such consent not to be unreasonably withheld, delayed or conditioned), unless the sending of such notice or correspondence would not reasonably be expected to adversely affect in any material respect the value of the Purchased Receivables [***] or [***]. Seller shall, promptly [***] following the delivery thereof by Seller to the Licensee, provide to Purchaser a copy of any material notice or material correspondence sent by Seller to the Licensee relating to, involving or affecting, the Purchased Receivables or [***].
Sample 1
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Royalty Reports Notices Correspondence. 23 Section 6.4 Audits of the Licensee .................................................................................... 25 Section 6.5 Amendment of License Agreement ................................................................ 26 Section 6.6 Enforcement of License Agreement ............................................................... 26 Section 6.7 Termination of License Agreement ................................................................ 27 Section 6.8 Approval of Assignments of License Agreement ........................................... 28 Section 6.9 Prosecution and Maintenance of Specified AnaptysBio Patents .................... 29 Section 6.10 Prosecution and Maintenance of Specified Collaboration Patents ................. 29 Section 6.11 Enforcement of and Challenges to Specified AnaptysBio Patents ................. 30 Section 6.12 Enforcement of and Challenges to Specified Collaboration Patents .............. 31 Section 6.13 Confidentiality ................................................................................................ 33 Section 6.14 Public Announcements; Use of Names........................................................... 36 Section 6.15 Taxes ............................................................................................................... 37 Section 6.16
Sample 1
Royalty Reports Notices Correspondence. (a) Promptly (and in any event no later than five Business Days) following the receipt by Seller of (i) a Royalty Report, (ii) written notice from Purchaser that Purchaser has not received any particular Royalty Report or (iii) any material written notice or material written correspondence from the Licensee relating to, or involving or otherwise affecting, the Purchased
Sample 1
Royalty Reports Notices Correspondence. (a) Promptly (and in any event no later than five (5) Business Days) following the receipt by Seller from Licensee of (i) a Royalty Report or (ii) any material written notice or material written correspondence relating to, involving or affecting, (A) the Purchased Accounts (including written notice of any Royalty Reduction, written notice of any sublicense pursuant to Section 4.2 of the License Agreement, or written notice pursuant to Section 6.2(f) (Licensed 4136-8572-7307.8 Broader Anti-CD19 Patents), Section 6.6 (Infringement of Third-Party Rights), Section 10.2 (Termination for Material Breach), Section 10.3 (Termination for Insolvency), Section 10.4 (Elective Termination) or Section 13.9 (Assignment) of the License Agreement or (B) any other material right of Purchaser under this Agreement relating to the Purchased Accounts, Seller shall furnish a copy of such Royalty Report or such notice or correspondence to Purchaser.
Sample 1
Royalty Reports Notices Correspondence. (a) Promptly (and in any event no later than five (5) Business Days) following the receipt by Seller from Licensee of (i) a Royalty Report or (ii) any material written notice or material written correspondence relating to, involving or affecting, (A) the Purchased Accounts (including written notice of any Royalty Reduction, written notice of any sublicense pursuant to Section 3.4 of the License Agreement, written notice of any Valid Claim Requirement (as defined in the License Agreement) pursuant to Section 5.5.3 of the License Agreement, written notice of any alleged or threatened infringement of any Xencor Patent pursuant to Section 8.3.1 of the License Agreement, a Notice of Enforcement as defined in, and pursuant to, Section 8.3.2 of the License Agreement, or a notice of breach or termination pursuant to Section 11.2 of the License Agreement) or (B) any other material right of Purchaser under this Agreement relating to the Purchased Accounts, Seller shall furnish a copy of such Royalty Report or such notice or correspondence to Purchaser.
Sample 1
Royalty Reports Notices Correspondence. 17 Section 6.4 Inspections and Audits of Bausch & Xxxx. 00 Section 6.5 Amendment of Product Agreements 18 Section 6.6 Enforcement of Product Agreements. 18 Section 6.7 Termination of Product Agreements 19 Section 6.8 Approval of Assignments of Product Agreements. 19 Section 6.9 Bausch & Lomb Agreements 19 Section 6.10 Public Announcements; Use of Names 19 Section 6.11 Taxes 20 Section 6.12 Remittance of Previously Received Purchased Receivables; Further Actions 20 Section 6.13 Intellectual Property Matters. 20 Section 6.14 Abandonment and Sale Notices 21 Section 6.15 Additional Payment Conditions 21 ARTICLE VII INDEMNIFICATION 21 Section 7.1 Obligation of Parties to Indemnify. 21 Section 7.2 Procedures Relating to Indemnification for Third Party Claims. 22 Section 7.3 Procedures Relating to Indemnification for Other Claims 24 Section 7.4 Limitations on Indemnification. 24 Section 7.5 Survival of Representations and Warranties 24 Section 7.6 Exclusive Remedy 24 Section 7.7 Limitations on Damages 25 Section 7.8 Termination 25 ARTICLE VIII MISCELLANEOUS 25 Section 8.1 Headings 25 Section 8.2 Notices 25 Section 8.3 Expenses 26 Section 8.4 Assignment 26 Section 8.5 Successors and Assigns 26 Section 8.6 Amendment and Waiver. 26 Section 8.7 Entire Agreement 27 Section 8.8 Independent Contractors 27 Section 8.9 No Third Party Beneficiaries 27 Section 8.10 Governing Law 27 Section 8.11 Jurisdiction; Venue; Service Of Process 27 Section 8.12 Severability 28 Section 8.13 Counterparts 28 List of Exhibits A Seller’s Wire Transfer Instructions B Purchasers’ Wire Transfer Instructions C Schedule of Exceptions to Seller’s Representations and Warranties D Product Agreements E Form of Press Release INDEX OF DEFINED TERMS 2013 Royalty Year 1 Additional Payment 7 Additional Payment Conditions 1 Adverse Claim 1 Affiliate 2 Agreement 1 Bausch & Lomb 1 Bausch & Lomb Agreements 2 Bausch & Lomb Consent and Instruction Letter 10 Xxxx of Sale 10 Business Day 2 Closing 9 Closing Date 9 Closing Payment 7 Consent 2 Contract 2 Control 2 Counterparties 2 Counterparty 2 Defense Conditions 23 Excess Annual Royalty Payments 2 Excluded Assets 2 Final 2013 Royalty Report 2 Governmental Entity 2 Indemnified Party 23 Indemnifying Party 23 Intellectual Property 3 Judgment 3 Knowledge of Seller 3 Known to Seller 3 Law 3 License Agreement 1 Losses 21 Modification 18 Net Sales 3 Nonassignable 8 Outstanding Litigation 3 Permitted Adverse Claim 3 Person 3 Post-Closing Incentive Consideration 4 Post-C...
Sample 1
Royalty Reports Notices Correspondence 
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Related to Royalty Reports Notices Correspondence

  • NOTICES AND CORRESPONDENCE Notices regarding the subject matter of this Agreement or breach or termination thereof shall be in writing and shall be addressed in duplicate to the last known address of each other party, marked respectively to the attention of its President and, if any, its General Counsel.

  • Notices; Reports Company and Company Sub will promptly notify Parent of any event of which Company or Company Sub obtains knowledge which has had or may have a Material Adverse Effect, or in the event that Company or Company Sub determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, any of the conditions to the performance of Parent’s obligations hereunder, as set forth in Articles 9 or 11 herein, and Company or Company Sub will furnish Parent (i) as soon as available, and in any event within one Business Day after it is mailed or delivered to the Board of Directors of Company or committees thereof, any report by Company for submission to the Board of Directors of Company or committees thereof, provided, however, that Company need not furnish to Parent communications of Company’s or Company Sub’s legal counsel regarding Company’s or Company Sub’s rights and obligations under this Agreement or the transactions contemplated hereby, or other communication incident to Company’s or Company Sub’s actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9), or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ work product, (ii) prior to sending or filing same, all proxy statements, information statements, financial statements, reports, letters and communications sent by Company to its stockholders or other security holders, and all reports filed by Company with the SEC or other Governmental Entities, and (iii) such other existing reports as Parent may reasonably request relating to Company or Company Sub. No notification delivered pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

  • Financial Information, Reports, Notices, etc The Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information:

  • SEC Notices Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof.

  • Correspondence, Statements and Confirmations The Financial Institution will promptly send copies of all statements, confirmations and other correspondence concerning any Collateral Account and, if applicable, any financial assets credited thereto, simultaneously to the Grantor and the Secured Party.

  • Notices, Reports and Documents The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof transmit to the record holders of Receipts, in each case at the address recorded in the Depositary’s books, copies of all notices and reports (including financial statements) required by law, by the rules of any national securities exchange or interdealer quotation system upon which the Preferred Stock, the Depositary Shares or the Receipts are listed or quoted or by the Articles of Incorporation and the Articles of Amendment to be furnished by the Company to holders of the deposited Preferred Stock and, if requested by the holder of any Receipt, a copy of this Deposit Agreement, the form of Receipt, the Articles of Amendment and the form of Preferred Stock. Such transmission will be at the Company’s expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the record holders of Receipts at the Company’s expense such other documents as may be requested by the Company.

  • Reports, Notices and Demands Any report, notice, demand or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Holder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Capital Securities, to such Holder as such Holder’s name and address may appear on the Securities Register; and (b) in the case of the Holder of Common Securities or the Depositor, to Xxxxxx Xxxxxxx, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Office of the Secretary, facsimile no.: (000) 000-0000 or to such other address as may be specified in a written notice by the Depositor to the Property Trustee. Such notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. Such notice, demand or other communication to or upon the Depositor shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Depositor. Any notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Property Trustee, the Delaware Trustee, the Administrators, or the Issuer Trust shall be given in writing addressed (until another address is published by the Issuer Trust) as follows: (a) with respect to the Property Trustee to The Bank of New York, 000 Xxxxxxx Xxxxxx, Floor 8 West, New York, NY 10286, Attention: Corporate Trust Administration; (b) with respect to the Delaware Trustee to The Bank of New York (Delaware), Xxxxx Xxxx Xxxxxx, Route 273, Newark, Delaware 19711, Attention: Corporate Trust Administration; and (c) with respect to the Administrators, to them at the address above for notices to the Depositor, marked “Attention: Office of the Secretary.” Such notice, demand or other communication to or upon the Issuer Trust, the Property Trustee or the Administrators shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Issuer Trust, the Property Trustee, or such Administrator.

  • Correspondence Any notice or payment required to be given to either party under this Agreement shall be deemed to have been properly given and effective:

  • Royalty Reports After the first commercial sale of a Licensed Product anywhere in the world, LICENSEE shall submit to UNIVERSITY quarterly royalty reports on or before each February 28, May 31, August 31 and November 30 of each year. Each royalty report shall cover LICENSEE’s (and each Affiliate’s and Sublicensee’s) most recently completed calendar quarter and shall show:

  • Collection Notices The Collateral Agent is authorized at any time after the occurrence and during the continuance of an Amortization Event to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Collateral Agent for the benefit of the Purchasers, effective when the Collateral Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. After the occurrence and during the continuance of an Amortization Event, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral Agent shall be entitled, to (i) endorse Seller’s name on checks and other instruments representing Collections and (ii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Collateral Agent rather than Seller. Following the Amortization Date, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral Agent shall be entitled, to enforce the Receivables, the related Contracts and the Related Security.

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