To Xxxxxxx. Subject to obligations of confidentiality as provided under this Agreement, Legend hereby grants to Xxxxxxx a non-exclusive, irrevocable, royalty-free, perpetual license to use for all purposes any Legend Know-How disclosed to Xxxxxxx pursuant to this Agreement; provided, however, that (i) such license is not permission for Xxxxxxx to use the Know-How for an illegal purpose, (ii) such license shall not include the grant of any rights to Xxxxxxx for any exploitation of any Licensed CAR or Product and (iii) such license shall not include the right to practice any Patent Rights owned or Controlled by Legend. For the purposes of this license, Legend Know-How will not include the Know-How described in Schedule 3.4.1.
To Xxxxxxx. Legend hereby grants to Xxxxxxx, and shall cause its Affiliates to grant to Xxxxxxx, a world-wide, non-exclusive, irrevocable, royalty-free, perpetual license, with the right to sublicense provided in Section 3.5.3, under Legend’s and its Affiliates’ interest in all Collaboration Intellectual Property for any and all applications and uses, whether inside or outside the Field; provided, however, that such license to Xxxxxxx shall not include the grant of any rights to Xxxxxxx for any Exploitation of any Licensed CAR or Product. During the Term, such license shall be subject to the licenses from Xxxxxxx to Legend set forth in Section 3.2. The license set forth in this Section shall not be construed as a limitation or exception to the covenants of Xxxxxxx set forth in Section 3.6, for so long as the applicable covenants remain in effect.
To Xxxxxxx. Xxxxxxx shall reimburse Energizer to the extent of Domestic Tax benefits derived by any member of the Xxxxxxx Group for payments made by Energizer to third parties on or after the Distribution Date, which result in a tax deduction to Xxxxxxx or a Xxxxxxx Domestic Subsidiary ("Energizer Payments") for any period beginning after the Distribution Date, provided such Energizer Payments (a) are not claimed as a deduction by Energizer for Domestic Tax purposes, (b) are deductible on a Domestic Tax Return of the Xxxxxxx Group for any period beginning after the Distribution Date, and (c) result in a reduction of Domestic Taxes of Xxxxxxx, the Xxxxxxx Group, or any Xxxxxxx Domestic Subsidiary. The amount of the payment required hereunder for any taxable period of Xxxxxxx shall be equal to the actual diminution of any Domestic Taxes by reason of any Energizer Payments. Provided, however, if for any taxable period, (X) Xxxxxxx or Energizer files an amended Domestic Tax Return (or files a carryback or carryforward claim relating to a net operating loss), or (Y) the IRS adjusts any item on any Xxxxxxx or Energizer Domestic Tax Return, the amount of the payment required under this paragraph shall be recomputed (either at the time of the filing of the amended return, or carryover or carryback claim, or at the time of the final determination of the IRS adjustment) to reflect such amended return, claim, or IRS adjustment, and, at such time, either (I) Energizer shall repay any overpayment by Xxxxxxx under this paragraph of this Article II.1(b)(ix) to Xxxxxxx, or (ii) Xxxxxxx shall pay any underpayment under this paragraph of this Article II.1(b)
To Xxxxxxx. (A) Thirteen Million Two Hundred and Fifty Thousand ($13,250,000) Dollars shall be paid to Xxxxxxx in cash by wire transfer of immediately available funds;
(B) One Million ($1,000,000) Dollars shall be paid to Xxxxxxx in cash on a date which shall be twelve (12) months following the Closing Date, as evidenced by the Buyer’s 4% $1,000,000 promissory note which shall be unconditionally guaranteed by the Parent and in the form of Exhibit E-2 annexed hereto and made a part hereof (the “Xxxxxxx Purchase Price Note”); and
(C) Three Hundred Thousand (300,000) shares of DSH Common Stock, valued for the purposes of this Agreement at $2.50 per share.
To Xxxxxxx. Dr. Xxxxx Xxxxxxx Xxxxxxxxxxxxxxxx 00 0000 Xxxxxxxxx, Xxxxxxxxxxx
To Xxxxxxx. Xxxxxxx Communications, Inc. Post Office Box 770787; Xxxxx, Xxxxxxx 00000 0000 Xxxxxxxxx 00xx Xxxxxx; Xxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxx, President Telephone (000) 000-0000; Fax (000) 000-0000; e-mail xxxxxxx@xxxxxxxxxxx.xxx; with a copy to Xxxxx Xxxxxxxx, Esquire Xxxxxxxx & Associates 000 Xxxxxxxxx 0xx Xxxxxx, Xxxxx X; Xxxxxxxxxxx, Xxxxxxx 00000 Telephone (000) 000-0000; Fax (000) 000-0000; and, e-mail xxxxxxxxx@xxxxxxx.xxx;
To Xxxxxxx. Upon request, to the extent required by Applicable Law in connection with Xxxxxxx’x (or its Affiliates’ or Third Party Distributors’) Commercialization Activities with respect to a Territory Combination Product in the Xxxxxxx Countries, Gilead shall provide written documentation, in a form acceptable to the applicable Regulatory Authority, of Xxxxxxx’x (or its Affiliate’s or applicable Third Party Distributor’s) right to engage in Commercialization Activities with respect to such Territory Combination Product (but not to Exploit the TDF or FTC APIs individually or in combination other than in a Territory Combination Product) in the Field in the Xxxxxxx Countries pursuant to and in accordance with the terms of this Agreement and any Ancillary Agreements.
To Xxxxxxx. Subject to the terms and conditions of this Agreement and any Ancillary Agreements, with respect to any Xxxxxxx Country for which Xxxxxxx (or its Affiliate or Third Party Distributor) is the MA Holder with respect to a Territory Combination Product, Gilead (including on behalf of its Affiliates) hereby grants, and shall cause its (sub)licensees and Third Party distributors for its Single Agent Products and Double Agent Products, as applicable, to grant, to Xxxxxxx (and its Affiliates or Third Party Distributors, as applicable), in Gilead’s (or its Affiliate’s or (sub)licensee’s or Third Party distributor’s, as applicable) capacity as the MA Holder of any Single Agent Product or Double Agent Product of Gilead, in each case in the Field in such country, a non-exclusive Right of Reference, with the right to grant further Rights of Reference to the extent permitted pursuant to Section 9.3, with regard to the Gilead Regulatory Documentation for, (a) with respect to Territory Complera, Truvada, FTC Single Agent Product or TDF Single Agent Product and (b) with respect to Territory R/F/TAF Product, the F/TAF Product and, only if required by a Regulatory Authority in addition to or in lieu of such Right of Reference with regard to F/TAF Product, FTC Single Agent, in each case in the Field in such country, as necessary or reasonably expected to be necessary to, and for the sole purpose of allowing Xxxxxxx (or its Affiliates or Third Party Distributors, as applicable) to, obtain and maintain Regulatory Approvals for such Territory Combination Product in the Field in such country or to comply with Applicable Law. Within ten (10) Business Days following Xxxxxxx’x request, Gilead shall deliver to Xxxxxxx an executed Right of Reference letter with respect to any Right of Reference granted herein. For clarity, such Rights of Reference granted to Xxxxxxx under this Section 9.2.2 shall be to the entire item of Gilead Regulatory Documentation (not portions thereof) and shall include those listed as items 7 through 9 (in the case of Territory Complera) or 10 through 12 (in the case of the Territory R/F/TAF Product) in Annex II. Gilead agrees to provide any required signed statement to that effect in accordance with the applicable Regulatory Authority’s position on authorization to cross reference. Such Right of Reference granted under this Section 9.2.2 shall be paid-up, perpetual and non-exclusive upon the expiration of this Agreement with respect to the applicable country a...
To Xxxxxxx. XXXX XXX XXXX, XXXXXXX 5-C, Xxxx Xx Xxxxx 000, Xxxxx Xxx Road Hong Kong Telefax: 00 852 2898 8271
To Xxxxxxx. The GUARANTOR(s) hereby waive notice of acceptance to the guaranty and of any default in payment by the purchaser(s) and certifies that this guaranty was not signed under duress. The GUARANTOR(s) hereby knowingly consent to use XXXXXXX of a non-business consumer credit report on the undersigned to evaluate credit worthiness of the undersigned as guarantor(s) in connection with the extension of business credit as contemplated by this credit application.
