Set-off and Other Sources of Royalty Reduction Sample Clauses

Set-off and Other Sources of Royalty Reduction. Except as provided in the Counterparty License Agreement, Counterparty has no right of Set-off under any contract or other agreement against the Royalties or any other amounts payable to the Seller under the Counterparty License Agreement. Counterparty has not exercised, and, to the knowledge of the Seller, Counterparty has not had the right to exercise, and, to the knowledge of the Seller, no event or condition exists that, upon notice or passage of time or both, would reasonably be expected to permit Counterparty to exercise, any Set-off against the Royalties or any other amounts payable to the Seller under the Counterparty License Agreement. To the knowledge of the Seller, there are no third party patents that would provide a basis for a reduction in the royalties due to the Seller pursuant to Section 6.1.1(d) of the Counterparty License Agreement. There are no compulsory licenses granted or, to the knowledge of the Seller, threatened to be granted with respect to the Intellectual Property Rights.
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Set-off and Other Sources of Royalty Reduction. Except as provided in the License Agreement, Licensee has no right of Set-off or deduction under any contract or other agreement against the Royalties or any other amounts payable to the Seller under the License Agreement. Licensee has not exercised, and, to the knowledge of the Seller, Licensee has not had the right to exercise and no event or condition exists that, upon notice or passage of time or both, could reasonably be expected to permit Licensee to exercise, any Set-off or deduction against the Royalties or any other amounts payable to the Seller under the License Agreement other than as provided under Sections 5.4.3 and 5.5. To the knowledge of the Seller, (i) there are no Third Party Patents that could reasonably be expected to provide a basis for a reduction in the Royalties due to the Seller pursuant to Section 5.5 of the License Agreement, or (ii) no event has occurred or fact exists that is likely to lead to a material reduction of the amount or frequency of the Royalties. There are no compulsory licenses granted or, to the knowledge of the Seller, threatened with respect to the Opiant Technology.
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Set-off and Other Sources of Royalty Reduction. Except as provided in the License Documentation, Counterparty has no right of Set-off under any contract or other agreement against the Royalties or any other amounts payable to Seller under the License Agreement. Counterparty has not exercised, and, to the knowledge of Seller, Counterparty has not had the right to exercise and no event or condition exists that, upon notice or passage of time or both, would reasonably be expected to permit Counterparty to exercise, any Set-off against the Royalties or any other amounts payable to Seller under the License Agreement. To the knowledge of Seller, there are no third party patents that would provide a basis for a reduction in the royalties due to Seller pursuant to the License Agreement. There are no compulsory licenses granted or, to the knowledge of Seller, threatened with respect to the Indevus Intellectual Property.
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Set-off and Other Sources of Royalty Reduction. No Counterparty has exercised, and, to the Knowledge of the Seller, no Counterparty has had the right to exercise, and no event or condition exists that, upon notice or passage of time, or both, would permit any Counterparty to exercise, any Royalty Reduction or Set-off against the Purchased Royalties or any other amounts payable to the Company under any of the Covered License Agreements. To the Knowledge of the Seller, there are no Third Party patents that would provide a basis for a Royalty Reduction. There are no compulsory licenses granted or, to the Knowledge of the Seller, threatened to be granted with respect to the Intellectual Property Rights with respect to the Exploitation of the Licensed Product in the Territory.
Sample 1
Set-off and Other Sources of Royalty Reduction. Except for Permitted Set-offs, GSK has no right of Set-off under any contract or other agreement against the Royalties or any other amounts payable to Vertex under the License Agreement. GSK has not exercised, and to Vertex's Knowledge, GSK has not had the right to exercise, and to Vertex's Knowledge, no event or condition exists that, upon notice or passage of time or both, would reasonably be expected to permit GSK to exercise, any Set-off against the Royalties or any other amounts payable to Vertex under the License Agreement, except pursuant to paragraph five of the Side Agreement. To the Knowledge of Vertex, there are no third party patents that would provide a basis for a reduction in the royalties due to Vertex pursuant to the License Agreement, other than the patents licensed pursuant to the Pfizer Agreement, and the royalties payable thereunder. There are no compulsory licenses granted or, to the Knowledge of Vertex, threatened with respect to the Patent Rights and there is no basis for GSK to claim a royalty reduction under Section 5.3.6 of the License Agreement with respect thereto. Neither Vertex nor, to the Knowledge of Vertex, GSK, has taken any of the actions described in Section 13.16(b) or Section 13.16(c) of the License Agreement, as applicable.
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Set-off and Other Sources of Royalty Reduction. The Licensee has no express right of Set-off under any contract or other agreement against the Royalties, or any other amounts payable to the Seller under the License Agreement except as provided under Section 7.3(b), Section 7.3(c), Section 7.3(d) or Section 12.5 of the License Agreement and Article 9 of the Manufacture and Supply Agreement (by way of its reference to Section 12.5 of the License Agreement). The Licensee has not exercised and, to the Knowledge of the Seller, the Licensee has not had and does not currently have the right to exercise, nor, to the Knowledge of Seller, does any event or condition exist that, upon notice or passage of time or both, would reasonably be expected to permit the Licensee to exercise, any Royalty Reduction or Set-off against the Royalties or any other amounts payable to the Seller under the License Agreement. There are no compulsory licenses granted under Section 7.3(b)(i) of the License Agreement or, to the Knowledge of the Seller, threatened to be granted with respect to the AcelRx Patents.
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Set-off and Other Sources of Royalty Reduction. Except as provided in the Counterparty License Agreement or for any set-off rights that might be available under law, Counterparty has no right of Set-off under any contract or other agreement against the Royalties or any other amounts payable to the Seller under the Counterparty License Agreement. Counterparty has not exercised, and, to the Knowledge of the Seller, Counterparty has not had the right to exercise, any Set-off against the Royalties or any other amounts payable to the Seller under the Counterparty License Agreement. To the Knowledge of the Seller, there are no third party patents that, if licensed by Counterparty, would provide a basis for a reduction in the royalties due to the Seller pursuant to the Counterparty License Agreement based on the royalty or other payments made by Counterparty in consideration of such license. There are no compulsory licenses that have been granted by the Seller or, to the Knowledge of the Seller, threatened with respect to the Intellectual Property Rights, except as provided in the Counterparty License Agreement or rights reserved to any government under law. For the avoidance of doubt, the term “Set-off” as used in this Section 3.13 does not include any items that may reduce Net Sales in accordance with the definition thereof.
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Set-off and Other Sources of Royalty Reduction. The Licensee has not exercised, and, to the Knowledge of the Seller, the Licensee has not had the right to exercise, and, to the Knowledge of the Seller, no event or condition exists that, upon notice or passage of time, or both, would permit the Licensee to exercise, any Royalty Reduction or Set-Off against the Royalties or any other amounts payable to the Seller under the Commercialization Agreement. To the Knowledge of the Seller, there are no Third Party Patent Rights (as defined in the Commercialization Agreement) that would provide a basis for a Royalty Reduction.
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Set-off and Other Sources of Royalty Reduction. Except as provided in the Counterparty Agreements or as set forth in Section 3.16 of the Disclosure Schedule: (a) the Counterparties have no contractual right of Set-off under any contract or other agreement against the Purchased Royalties or any other amounts payable to the Seller under the Counterparty Agreements, and to the Knowledge of the Seller, none of the Purchased Royalties will be subject to any Set-off as a result of any facts, circumstances or matters arising or otherwise attributable to the period prior to the Royalty Commencement Date; (b) the Counterparties have not exercised, and, to the Knowledge of the Seller, the Counterparties have not had the right to exercise any Set-off against the Royalties or any other amounts payable to the Seller under the Counterparty Agreements; (c) to the Knowledge of the Seller, there are no third party patents that would provide a basis for a reduction in the Royalties due to the Seller pursuant to the Counterparty Agreements; and (d) there are no compulsory licenses granted or, to the Knowledge of the Seller, threatened to be granted with respect to the Intellectual Property Rights.
Sample 1

Related to Set-off and Other Sources of Royalty Reduction

  • Royalties and Other Payments A. For the rights, privileges and exclusive license granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided. Unless expressly stated otherwise in this Agreement, periodic payment obligations listed below shall endure through the Term of this Agreement, unless this Agreement shall be sooner terminated as hereinafter provided:

  • Administrative and Other Fees The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.

  • Administrative Agent’s and Other Fees In order to compensate the Administrative Agent for its obligations hereunder, the Borrower agrees to pay to the Administrative Agent, for its account, the fees set forth in the separate fee letter agreement executed by the Borrower and the Administrative Agent dated April 26, 2005.

  • Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).

  • Taxes and Other Payments 7.1. Unless otherwise specifically provided for in this Agreement, the Company shall not be liable for the payment of taxes or other payments for which the Employee is responsible as result of this Agreement or any other legal provision, and the Employee shall be personally liable for such taxes and other payments.

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • Stamp and Other Similar Taxes Each Grantor agrees to indemnify and hold harmless the Collateral Agent, the Administrative Agent and each other Secured Party from any present or future claim for liability for any stamp or any other similar tax, and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement, any Security Document, the Collateral Estate or any Collateral. The obligations of each Grantor under this Section 6.09 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent hereunder.

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • Fees and Other Charges (a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.

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