THIRD PARTY LICENSEE Sample Clauses

THIRD PARTY LICENSEE. In the event neither Party is the Development and Commercialization partner and rights are therefore granted to a Third Party Licensee, all Net Revenues received by the Parties from such licensee will be shared equally by the Parties, that is 50:50. Notwithstanding the foregoing, the sharing of Net Revenues shall occur after each Party has been reimbursed for its development costs incurred up to the point of execution of the Third Party License Agreement. Costs will be reimbursed by sharing the revenues in the proportion of each Party’s contribution to total approved costs. The terms offered to the Third Party Licensee shall include, but are not limited to: 5.4.1 Exclusive rights with the right to sub-license with prior approval and direct enforcement rights against sub-licensee for Parties. 5.4.2 Definition of rights to the Third Party Licensee in a Territory. 5.4.3 Definition of development activities and regulatory responsibility for obtaining Governmental Approvals. 5.4.4 Reimbursement of research and Development expenses incurred prior to execution of the Third Party Licensee Agreement and payment of ongoing development expenses as may be required under such agreement. 5.4.5 Milestone payments at stages such as, but not limited to, commencement of Phase I studies, commencement of Phase II studies, commencement of Phase III studies, NDA or dossier filing in the U.S. or a Key Country, NDA or dossier approval in the U.S. or a Key Country and when Net Sales achieve a certain threshold. 5.4.6 Royalty payments on Net Sales with a provision that the combination of formulation components, cost to manufacture and Royalty on Net Sales to the Parties will be equal to, or greater than, thirty percent (30%) of the Net Sales price of the Product. 5.4.7 Minimum sales and performance standards and reversion rights for non-performance. 5.4.8 Retention of API supply rights by Midatech and retention of Thin Film formulation and manufacturing rights by MSRx, and execution of Supply Agreements with the Third Party Licensee under which the Third Party Licensee will be charged three times (3X) the actual cost of supply, formulation and manufacture of each Party, as applicable, or such other sums as may be agreed at such time in writing by the Parties 5.4.9 The Parties agree that they may mutually consent in writing to enter into one or more Third Party Licensee Agreements in which the Third Party Licensee elects to Develop and/or Commercialize one or more Candidate Drugs in...