Exclusivity Payments definition

Exclusivity Payments has the meaning set forth in Subsection 3.1.3 hereto.
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Exclusivity Payments means the payments detailed in Clause 5.2 and Clause 8.6 above;
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Exclusivity Payments means $400,000, which Buyer paid to Seller prior to the Closing Date as an advance on the Cash Consideration, in consideration for Seller and JNJ’s covenant to enter into exclusive negotiations with Buyer.
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Examples of Exclusivity Payments in a sentence

  • In the event that Oxford has not obtained First Regulatory Approval prior to the third Agreement Anniversary Date (i.e. in 2011), Oxford will immediately commence making Exclusivity Payments to StemCell, as described in Subsection 3.1.3, on the third Agreement Anniversary Date, as if it had obtained such First Regulatory Approval.

  • In consideration of the Right granted herein, and in addition to any payments for Product made pursuant to Subsection 7.2.2, Oxford agrees to make the following payments to StemCell: a Signing Fee, Milestone Payments and Exclusivity Payments.

  • To continue the Exclusivity Period as contemplated in Section 3.5 above, AES shall pay to A123 an amount equal to [**] percent ([**]%) of the net income generated directly by each Grid Service System supplied to AES by A123 hereunder as long as A123 is not selling Grid Service Systems to Third Parties without the written consent of AES ("Exclusivity Payments").

  • Should A123 decide to make such sales to Third Parties without the consent of AES, the Exclusivity Payments shall terminate automatically immediately upon the effective date of such sale.

  • If the right of first refusal has not been exercised with respect to any New Product Line as described above, then A123 shall be free to sell such New Product Line to other users or manufacturers except for those classes of Grid Service Systems for which A123 is receiving Exclusivity Payments under Section 4.3.

  • The Exclusivity Payments will be calculated and paid [**] in arrears over the Warranty Period of the applicable Grid Service Systems.

  • Upon termination of the Exclusivity Payments as provided in the preceding sentence or the expiration of the Initial Exclusivity Period, whichever is the last to occur, A123 shall be free to sell Grid Service Systems to Third Parties without restriction, subject to the royalty and price preference provisions set forth herein.

  • Subject to Clause 14.3 (Exceptions), the total liability of each Party in relation to this Agreement, including as a result of breach of contract howsoever arising, including tort, claims in negligence and statutory duty, is limited to an amount equal to two (2) times the amount received by SeaWorld pursuant to Clauses 11.1 (Exclusivity Payments) and 11.2(a) (Consulting and Design Fees) of this Agreement.

  • All Monthly Exclusivity Payments made by EC shall be applied against EC's obligations to pay Royalties, as provided in Section 5(c).

  • For a period of sixty (60) days, the Parties shall negotiate in good faith to determine adjusted Annual Exclusivity Payments and Minimum Requirements for the remainder of the Term taking such Material Adverse Market Change into consideration.

Related to Exclusivity Payments

  • Royalty Payments has the meaning set forth in Section 7.3.1.

  • Milestone Payments means payments made in connection with any Permitted Acquisition or other acquisition (including any license or the acquisition of any license) of any rights in respect of any drug or other pharmaceutical product (and any related property or assets) to sellers (or licensors) of the assets or Equity Interests acquired (or licensed) therein based on the achievement of specified revenue, profit or other performance targets (financial or otherwise).

  • Third Party Payments means the payment made through instruments issued from an account other than that of the beneficiary investor mentioned in the application form. However, in case of payments from a joint bank account, the first named applicant/investor has to be one of the joint holders of the bank account from which payment is made.

  • Sublicense Fees shall have the meaning set forth in Section 7.3 below.

  • License Fees means all non-refundable fees payable by Licensee to OT with respect to the granting of Software Licenses; “License Model” means the description of the conditions, limitations and restrictions associated with the Software License which govern the use of the Software, as set out in the applicable License Model Schedule;

  • Sublicense Revenue means [***].

  • Royalties means all royalties, fees, expense reimbursement and other amounts payable by a Loan Party under a License.

  • Sublicense Revenues means [***].

  • License Fee means the amount payable by the licensee to DMRC as per rates offered by the Selected Bidder for utilization of licensed space and accepted by DMRC to be paid by the Licensee along with other charges and any kind of Central or State Taxes, local levies, statutory dues, etc. that may be payable by the licensee as per prevalent law.

  • Royalty Payment has the meaning set forth in Section 6.1.

  • Milestone Payment has the meaning set forth in Section 4.2.

  • Production Payments means, collectively, Dollar-Denominated Production Payments and Volumetric Production Payments.

  • Sublicensing Revenue means all amounts (including, without limitation, payments received for the purchase of equity in excess of the fair market value of such equity, license fees, milestone and other time or event based payments and royalties on sales of products, but excluding any research funding payments received and actually used for such purpose) received by a Party under an agreement or license attributable to Collaboration Products or from sales of Collaboration Products to end users less any withholding tax or other tax related reductions.

  • Payments refers to anything of value, including cash, gifts, travel expenses, entertainment, offers of employment, provision of free services, and business meals. It may also include event sponsorships, consultant contracts, fellowship support, job offers, and charitable contributions made at the request of, or for the benefit of, an individual, his or her family, or other relations, even if made to a legitimate charity.

  • Third Party Royalties means royalties or payments actually paid by the Company or its Affiliates to an unaffiliated third party for the right to use or exploit technology, products or proprietary rights of such third party to create or sell Licensed Product/s, which third party’s rights would otherwise be infringed or violated.

  • Sales Milestone Payment shall have the meaning set forth in Section 8.4.

  • Patent Expenses means the fees and expenses of outside counsel and payments to Third Parties incurred after the Effective Date in connection with the preparation, filing, prosecution and maintenance of the Licensed Patents, the Joint Collaboration Patents, and the Shire Patents covering Compound and Collaboration Products, including the costs of patent interference and opposition proceedings, net of any reimbursement of such expenses by Third Parties.

  • Sublicense Income means any payments that Company receives from a Sublicensee in consideration of the sublicense of the rights granted Company under Section 2.1., including without limitation license fees, royalties, milestone payments, and license maintenance fees, but excluding the following payments: (a) payments made in consideration for the issuance of equity or debt securities of Company at fair market value, and (b) payments specifically committed to the development of Licensed Products.

  • Third Party Payment means payment through an instrument issued from a bank account other than that of the beneficiary investor. In case of payments from a joint bank account, the first named investor/holder of the mutual fund folio has to be one of the joint holders of the bank account from which payment is made.

  • Royalty means an interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage.

  • Event Payments has the meaning set forth in Section 6.1(d).

  • Volumetric Production Payments means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.

  • Exception Payments means payments to deposit accounts or brokerage accounts, payments to settle securities transactions (including, without limitation, stocks, bonds, securities, futures (forex), options, or an investment interest in any entity or property).

  • Development Expenses means, with respect to SAIL Developments as well as HOME Developments when the HOME Development is also at least partially financed with a MMRB Loan (as defined in rule Chapter 67-21, F.A.C.), usual and customary operating and financial costs, such as the compliance monitoring fee, the financial monitoring fee, replacement reserves, the servicing fee and the debt service reserves. As it relates to SAIL Developments as well as HOME Developments when the HOME Development is also at least partially financed with a MMRB Loan (as defined in rule Chapter 67-21, F.A.C.) and to the application of Development Cash Flow described in subsections 67-48.010(5) and (6), F.A.C., as it relates to SAIL Developments or in paragraph 67-48.020(3)(b), F.A.C., as it relates to HOME Developments, the term includes only those expenses disclosed in the operating pro forma on an annual basis included in the final credit underwriting report, as approved by the Board, and maximum of 20 percent Developer Fee per year.

  • Commercialization Costs means the out-of-pocket costs and expenses incurred by Adapt or its Affiliates directly attributable to, or reasonably allocable to, the Commercialization of a Product. Commercialization Costs for a Product shall include, preparation of promotional, advertising, communication, medical, and educational materials relating to the Product and other Product literature and selling materials, activities directed to marketing of the Product, including purchase of market data, development and conduct of market research, advertising, public relations, public affairs and other communications with Third Parties regarding the Product; development and conduct of sales force training (including materials, programs and travel to and attendance at training programs) for medical representatives responsible for promoting the Product; and development and maintenance of sales bulletins, call reporting and other monitoring/tracking, sales force targeting, validation and alignment programs and documentation.

  • CREFC® Intellectual Property Royalty License Fee With respect to each Mortgage Loan (including any REO Mortgage Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.