Third Party License Agreements. The license granted under Section 2.1 may be subject to applicable terms and conditions of a license agreement with a Third Party, under which any Licensed Rights are sublicensed to the Company hereunder by Novavax (each a “Third Party License Agreement”). Novavax shall be responsible for maintaining the Third Party License Agreements and for any payments owed by Novavax thereunder; provided, however, that if a royalty is owed on sales of Licensed Product by or for the Company in the Territory under such Third Party License Agreement, such payments will be paid by Company.
Third Party License Agreements. On a country-by-country basis, if, in any Calendar Quarter, Company makes royalty payment(s) to one or more Third Parties in order to obtain or maintain license rights under Patent Rights of such Third Party that would be infringed by the use or sale of the Collaboration Compound contained in the Product in a country, Company shall be entitled to deduct [...***...] ([...***...]) of such payment(s) from royalty payments otherwise payable by Company to Licensor for Net Sales of such Product in such country in such Calendar Quarter. Notwithstanding the foregoing, in no event shall such deduction exceed [...***...] *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. ([...***...]) of the royalties otherwise payable with respect to such country in such Calendar Quarter.
Third Party License Agreements. Connect LLC shall include a covenant (the “Termination Covenant”) in any Third-Party License Agreement (as defined herein) that entitles Licensee to terminate such Third-Party License Agreement in the event that an Option Holder (as defined herein) exercises the option (the “Option”) granted under the Option to Enter into a Purchase Agreement attached hereto as Exhibit B (the “Option Agreement”). The Termination Covenant shall provide that Licensee is an intended third-party beneficiary for purposes of
Third Party License Agreements. From and after the Closing Date, Buyer covenants and agrees that in the event Sellers becomes obligated to pay any royalty, commission or other payment to a third-party licensor of intellectual property related to Patented Skin Products inventory purchased from Sellers hereunder because such third-party licensor, Buyer and Sellers, as the case may be, are not able to come to an agreement as contemplated by the License Agreement that provides that Buyer shall pay such amounts directly to the applicable licensor for the subsequent resale of such Patented Skin Products inventory by Buyer or otherwise, Buyer agrees that it shall be responsible for such payment and agrees to pay Sellers such amount within thirty (30) days of Sellers’ invoicing of the same to Buyer following sale of such inventory by Buyer.
Third Party License Agreements. If, after the Effective Date, Presage enters into any Third Party License Agreement, then Presage shall so notify MEI and the following shall apply: The rights and licenses granted to MEI under this Agreement with respect to such Third Party License Agreement shall be subject to MEI (i) agreeing to be bound by the terms of any such Third Party License Agreement applicable to a sublicensee thereunder and (ii) promptly reimbursing Presage for any milestones, royalties or other amounts that become owing to such Third Party by reason of the grant to, or exercise by or under the authority of, MEI of such rights with respect to such Third Party License Agreement and MEI shall reimburse Presage for a reasonable portion of any upfront fee or other similar amounts paid in connection entering into such Third Party License Agreement that is allocable to the rights granted to MEI under such Third Party License Agreement hereunder; provided, that, any milestones, royalties or other amounts owing to such Third Party cannot be disproportionately allocated to the Compound, Product or MEI’s rights hereunder (e.g., the royalty for Product sales cannot be greater than the royalty due for any other product under the agreement) and, in the event of any such disproportion, the Parties shall reasonably agree regarding a reasonable allocation for purposes of this Agreement. Upon request by MEI, Presage shall disclose to MEI a true, complete and correct written description of such payment and other obligations, and MEI’s obligation to reimburse such amounts following such request shall be limited to those payment obligations as so disclosed by Presage. In the event MEI does not promptly agree in writing to reimburse Presage for such amounts upon request (subject to such amounts being reasonably allocated to the Compound, Product or MEI’s rights hereunder; provided, that, to the extent a Party believes amounts have not been reasonably allocated, it shall notify the other Party and the Parties shall promptly resolve such dispute in accordance with Article 11), or to be bound by the terms of such Third Party License Agreement applicable to a sublicensee thereunder, then the rights licensed under such Third Party License Agreement shall thereafter be deemed excluded from the Presage Patents and/or Presage Know-How, as applicable, hereunder. The reimbursement made by MEI to Presage under this Section 6.6(b) may then be treated by MEI as Third Party Royalties under Section 5.5 above.
Third Party License Agreements. Subject to the terms and conditions of this Agreement, if Licensee enters into one or more Third Party License Agreement(s), Licensee will be entitled to deduct from any royalties payable to Merck Serono under Section 4.2 (from the amount calculated by consideration of the then applicable royalty rate), an amount equal to not more than [*] of any amounts paid by Licensee pursuant to such Third Party License Agreement(s) in respect of the Licensed Product which gave rise to the payment obligation under Section 4.2. Notwithstanding the foregoing, under no circumstances shall the deductions under this Section 4.2 (c) result in the amount payable to Merck Serono being reduced by more than [*] compared with the amount otherwise payable under Section 4.2. In the event that Licensee is not able to deduct the full amount of the permitted deduction from the amount due to Merck Serono due to the [*] minimum amount, Licensee shall be entitled to deduct any undeducted excess amount from subsequent amounts owed to Merck Serono (subject always to Merck Serono receiving a minimum of [*] of the amount owed).
Third Party License Agreements. (a) Novacea shall remain solely responsible for any and all royalties and other payments due to Third Parties after the Effective Date under agreements between Novacea and such Third Parties executed prior to the Effective Date.
Third Party License Agreements. All such license and/or other partnership agreements with Third Parties shall be between the applicable Skybound entity and Third Party; provided that (a) all creative decisions regarding the Articles remain subject to RKL’s prior written approval, (b) any material financial and/or business terms in respect of the Articles that are inconsistent with Skybound’s precedent and/or customary market norms are subject to RKL’s prior written approval, such approval not to be unreasonably withheld, (c) as between the parties, Skybound shall be responsible in all respects for all acts and omissions of such Third Parties; (d) Skybound shall use reasonable efforts to require each Third Party to agree in writing that RKL is an intended third- party beneficiary of its agreement with Skybound (to the extent applicable as provided herein) and (e) Skybound shall require each Third Party to agree in writing to terms similar to those set forth in Section 8.2 regarding any new content based on the Property created by any such Third Party (to the extent applicable).
Third Party License Agreements. Schedule 4.22 sets forth each Third Party License Agreement currently in effect. Except as set forth on Schedule 4.22, to Sellers’ Knowledge, there are no pending material defaults on the part of the Sellers or any Third Party Licensor under any Third Party License Agreement. Except as set forth on Schedule 4.22, the Sellers have obtained all Consents required of Third Party Licensors so as to permit Licensees to use Intellectual Property of each Third Party Licensor, where such use is authorized under a License Agreement.
Third Party License Agreements. If, in any Calendar Quarter, BeiGene makes royalty payment(s) to one or more Third Parties in order to obtain or maintain license rights under Patent Rights of such Third Party that would be infringed by the use or sale of the Collaboration Compound contained in the Product in the PRC Territory, BeiGene shall be entitled to deduct [...***...] ([...***...]) of such payment(s) from royalty payments otherwise payable by BeiGene to Company for Net Sales of such Product in the PRC Territory in such Calendar Quarter. Notwithstanding the foregoing, in no event shall such deduction exceed [...***...] ([...***...]) of the royalties otherwise payable with respect to the PRC Territory in such Calendar Quarter.
