Common use of Set-off and Other Sources of Royalty Reduction Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (MEI Pharma, Inc.), Purchase and Sale Agreement (Infinity Pharmaceuticals, Inc.)

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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, 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 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 RightsLicensed Patents.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Aquestive Therapeutics, Inc.)

Set-off and Other Sources of Royalty Reduction. Except as provided in the Counterparty License Agreement, Neither Counterparty has no any express 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 AgreementAgreements. Neither Counterparty has not exercised, and, to the knowledge Knowledge of the Seller, neither Counterparty has not had the right to exercise, and, to the knowledge of the Seller, and no event or condition exists that, upon notice or passage of time time, or both, would reasonably be expected to permit either Counterparty to exercise, any Royalty Reduction or Set-off against the Royalties or any other amounts payable to the Seller under either of the Counterparty License Agreements, including pursuant to Clause 8.4 of the Roche License Agreement or Clause 7.4 of the UCB License Agreement. To the knowledge Knowledge of the Seller, there are no third party 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 AgreementRoyalty Reduction. There are no compulsory licenses granted or, to the knowledge Knowledge of the Seller, threatened to be granted with respect to the Intellectual Property Rights.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Nektar Therapeutics)

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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 Knowledge of the Seller, Counterparty has not had the right to exercise, and, to the knowledge of the Seller, 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 the Seller under the Counterparty License Agreement. To the knowledge Knowledge of the Seller, there are no third party patents that would be reasonably likely to provide a basis for a reduction in the royalties 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 Knowledge of the Seller, threatened to be granted with respect to the Intellectual Property Rights.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pozen Inc /Nc)

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