Royalty under Clause 7 Sample Clauses

Royalty under Clause 7. 3(a). If a Unitary Product (whether developed and launched as a stand alone product or as a constituent of a Combination Product) contains one or more Additional Antigens, the royalty payable pursuant to Clause 7.3(a) shall be adjusted according to the number of Programme Antigens compared to the total number of Programme Antigens and Additional Antigens in such Unitary Product as follows:
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Royalty under Clause 7. 3(b). If a Unitary Product (whether developed and launched as a stand alone product or as a constituent of a Combination Product) contains one or more Additional Antigens the royalty payable pursuant to Clause 7.3(b) shall be adjusted according to the number of Programme Antigens compared to the total number of Programme Antigens and Additional Antigens in that Unitary Product as follows: Number of Programme Antigens in that Unitary Product [**] [**] [**] [**] [**] [**] provided that, if the Royalty Burden is equal to or less than [**] percent ([**]%) of Net Sales of such Unitary Product, or, if such Unitary Product is sold as a constituent of a Combination Product, [**] percent ([**]%) of Adjusted Combination Net Sales of such Combination Product, the royalty payable to Emergent pursuant to Clause 7.3(b) shall not be less than [**] percent ([**]%). If on a recalculation of the Royalty Burden to include such increased royalty to Emergent the Royalty Burden would be more than [**] percent ([**]%), such royalty shall be reduced so that the Royalty Burden calculated to include the revised royalty payable to Emergent equals [**] percent ([**]%). For the avoidance of doubt, the royalty payable to Emergent pursuant to Clause 7.3(b) shall not in any event be less than the applicable amount provided for in the royalty grid in this Clause 7.4.2.

Related to Royalty under Clause 7

  • ZIPPER CLAUSE 1. This Agreement sets forth the full and entire understanding of the parties regarding the matters herein. This Agreement may be modified, but only in writing, upon the mutual consent of the parties.

  • WAIVER CLAUSE The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject matter not removed by law from the area of collective bargaining, and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in the Agreement. Therefore, the Employer and the Association, for the life of this Agreement, each voluntarily and unqualifiedly waives the right and each agrees that the other shall not be obligated to bargain collectively with respect to any subject or matter not specifically referred to or covered in this Agreement, even though such subjects or matters may not have been within the knowledge or contemplation of either or both of the parties at the time that they negotiated or signed this Agreement.

  • CONTRACT CLAUSES  A SOLICITATION/CONTRACT FORM 1  I CONTRACT CLAUSES 58  B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III - LIST OF DOCUMENTS, EXHIBITS & ATTACHMENTS  C DESCRIPTION/SPECS./WORK STATEMENT 25  J LIST OF ATTACHMENTS 74  D PACKAGING AND MARKING 26 PART IV - REPRESENTATIONS AND INSTRUCTIONS  E INSPECTION AND ACCEPTANCE 27 K REPRESENTATIONS, CERTIFICATIONS OTHER STATEMENTS OF OFFERORS  F DELIVERIES OR PERFORMANCE 29  G CONTRACT ADMINISTRATION DATA 32 L INSTRS., CONDS., AND NOTICES TO  H SPECIAL CONTRACT REQUIREMENTS 34 M EVALUATION FACTORS FOR AWARD

  • BREAK CLAUSE IF YOU HAVE OPTED FOR A FIXED TERM CONTRACT YOU WILL NOT HAVE THE DETAILS OF A BREAK CLAUSE NOTED IN YOUR PARTICULARS. 5.1. The Landlord shall be entitled to serve upon the Tenant Statutory Notice of not less than two calendar months to break this tenancy. Such Notice: 5.1.1. Shall be at least 2 months’ notice to break this Tenancy 5.1.2. Shall not expire before the end of the «D0000_401C_0#Landlord_notice_take_effect» month of the term 5.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.

  • GRANT AND SCOPE OF LICENCE 1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable and non-sublicensable licence to use the Software and the Documents in the UK on the terms of this Licence.

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”): A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to any material representation, information, or fact or is not complete as to any material fact or representation or such application; B. The Applicant failed to complete Qualified Investment as required by Section 2.5.A. of this Agreement during the Qualifying Time Period; C. The Applicant failed to create and maintain the number of New Qualifying Jobs required by the Act; D. The Applicant failed to create and maintain the number of New Qualifying Jobs specified in Schedule C of the Application; E. The Applicant failed to pay at least the average weekly wage of all jobs in the county in which the jobs are located for all New Non-Qualifying Jobs created by the Applicant; F. The Applicant failed to provide payments to the District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; G. The Applicant failed to provide the payments to the District that protect the District from the payment of extraordinary education-related expenses related to the project to the extent and in the amounts that the Applicant agreed to provide such payments in Article V of this Agreement; H. The Applicant failed to provide the Supplemental Payments to the extent and in the amounts that the Applicant agreed to provide such Supplemental Payments in Article VI of this Agreement; I. The Applicant failed to create and Maintain Viable Presence on or with the Qualified Property as more fully specified in Article VIII of this Agreement; J. The Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of the Comptroller; K. The Applicant failed to provide the District or the Comptroller with all information reasonably necessary for the District or the Comptroller to determine whether the Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; L. The Applicant failed to allow authorized employees of the District, the Comptroller, the Appraisal District, or the State Auditor’s Office to have access to the Applicant’s Qualified Property or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of the Applicant’s Qualified Property under Sections 8.5 and 8.6; M. The Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with this Agreement; N. The Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on Appraised Value made pursuant to Chapter 313 of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI of this Agreement; O. The Applicant failed to comply with the conditions included in the certificate for limitation issued by the Comptroller.

  • Scope of Licence 2. 1. You may only use the Licensed Content in the manner and to the extent permitted by these Ts&Cs and any applicable laws. 2. 2. A separate licence may be required for any additional use of the Licensed Material, e.g. where a licence has been purchased for print only use, separate 2. 3. Similarly, rights for additional components such as custom editions and derivatives require additional permission and may be subject to an additional fee. Please apply to 2. 4. Where permission has been granted free of charge for material in print, permission may also be granted for any electronic version of that work, provided that the material is incidental to your work as a whole and that the electronic version is essentially equivalent to, or substitutes for, the print version. 2. 5. An alternative scope of licence may apply to signatories of the STM Permissions Guidelines, as amended from time to time.

  • Grant and Scope of License 2.1. Subject to Licensee’s compliance with the License Agreement, and except as otherwise stated herein, Licensor hereby grants Licensee a non-exclusive, revocable and non-transferrable license to: 2.1.1. permit Authorized Users to access the Content for the duration and in the manner set forth in the License Agreement; 2.1.2. incorporate links on Licensee’s intranet websites to the Content in full text format on the Platforms; 2.1.3. transmit to a non-commercial library single articles, book chapters or portions thereof only for personal educational, scientific, or research purposes (“Interlibrary Loans”). Such transmission shall be reviewed and fulfilled by Licensee’s staff, and shall be made by hand, post, fax or through any secure document transmission software, so long as, in the case of any electronic transmission, the electronic file retains the relevant copyright notice. The right set out in this clause does not extend to centralized ordering facilities, such as document delivery systems, nor the distribution of copies in such quantities as to substitute for a subscription or purchase of the distributed Content. 2.2. Authorized Users may solely for their personal educational, scientific, or research purposes: 2.2.1. access (including by remote access, with the exception of walk-in-users), browse, view, collate, display, search and retrieve the Content, 0.0.0. xxxxxxxx, store on a hard drive or removable media drive, print and copy in paper and digital form single articles, eBooks and portions thereof, individual database outputs, graphs, reports, or other individual items of the Content, 2.2.3. use single articles, eBooks and portions thereof, individual database outputs, graphs, reports or other individual items of the Content for the preparation of academic course materials with all rights notices duly presented. 2.2.4. use the Springer Nature SharedIt functionality when available, or other means when necessary, to transmit single articles, chapters or other individual items of Content to third-party members of the Authorized Users’ research group(s) for personal, scholarly, educational, or research use, but in no case for commercial purposes, nor in any manner that would serve as a replacement for a subscription to the Content.

  • Severability of Clauses If any part of this Agreement is declared or held to be invalid for any reason, such invalidity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion, and it is hereby declared the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held to be invalid.

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