Reasonable Commercial Terms definition
Reasonable Commercial Terms means such terms and conditions as would usually be found in a licence or assignment (as appropriate) of the IP in question in an arm’s length commercial transaction between a licensor/ anyone primarily engaged in research and teaching activities and a licensee/ assignee engaged in commercial activities with a view to generating a profit;
Reasonable Commercial Terms means commercial insurance market terms which are reasonable having regard to the nature of the risk insured, the cost of maintaining insurance against that risk and the interests of the Obligors and the Secured Parties under the Finance Documents. Without prejudice to any other element, the cost of maintaining insurance alone is not a determinant of Reasonable Commercial Terms. Disputes as to whether the relevant insurance is available on Reasonable Commercial Terms, is in accordance with applicable laws or regulations or complies with the Schedule of Minimum Insurance shall be referred to an independent insurance expert from the agreed list of independent insurance experts attached as Schedule M (Independent Insurance Experts) hereto, as such list may be updated from time to time by mutual agreement by the Borrower and the Intercreditor Agent.
Reasonable Commercial Terms has the meaning given in Section 12.28(a) (Insurance Covenant) of the Common Terms Agreement.
Examples of Reasonable Commercial Terms in a sentence
Disputes as to whether the relevant insurance is available on Reasonable Commercial Terms, is in accordance with applicable laws or regulations or complies with the Schedule of Minimum Insurance shall be referred to an independent insurance expert from the agreed list of independent insurance experts attached as Schedule M (Independent Insurance Experts) hereto, as such list may be updated from time to time by mutual agreement by the Borrower and the Intercreditor Agent.
Without prejudice to any other element, the cost of maintaining insurance alone is not a determinant of Reasonable Commercial Terms.
More Definitions of Reasonable Commercial Terms
Reasonable Commercial Terms means such terms and conditions as would usually be found in a licence of the IPR in question in an equivalent arm’s length transaction.
Reasonable Commercial Terms means repurchase by the seller,
Reasonable Commercial Terms means terms which are commercially reasonable taking into account the Parties' obligations under this Agreement and the Project Documents and the price and terms upon which insurance has previously been available and the market practice of contractors operating contracts procured under Her Majesty's Government's Private Finance Initiative in the education sector;
Reasonable Commercial Terms means that (i) no upfront or milestone payments shall be due from Pieris to AstraZeneca for such terminated Product, and (ii) any royalties on Net Sales of any terminated Product shall not exceed (a) [***] percent ([***]%) if the effective date of termination for such Product is prior to [***] for such Product, (b) [***] percent ([***]%) if the effective date of termination for such Product is after [***] for such Product but is prior to the [***] for such Product or (c) [***] percent ([***]%) if the effective date of termination for such Product is after the [***] for such Product. Notwithstanding the forgoing, to the extent that the licenses provided under this Section 14.3.1.4 do not include any Intellectual Property rights Covering an inhalation device that is being used for inhaled delivery of the terminated Product, then the royalty rate ceilings set forth under this Section 14.3.1.4 shall be reduced by [***] percent ([***]%). In the event that AstraZeneca has in-licensed Patent Rights from a Third Party specifically pertaining to an inhalation device for use in connection with the terminated Product (“Device In-License”), then the royalty rate ceilings set forth under this Section 14.3.1.4 shall also be reduced by [***] percent ([***]%) and Pieris shall pay the royalties associated with such Device In-License to such Third Party. Pieris shall be responsible for paying any royalties, milestones or other sums which may be due to Third Parties in respect of any Intellectual Property Rights licensed by AstraZeneca to Pieris pursuant to this Section 14.3.1.