Limitation on Royalties Sample Clauses

Limitation on Royalties. Notwithstanding anything to the contrary ----------------------- contained herein, (a) no royalties shall be payable by the Company with respect to the Net Sales of the Licensed Products to any of its Affiliates thereof (although such sales may be used as the basis for calculating Net Sales pursuant to Section 1. 12 hereof and the royalties payable to the Inventors based upon such Affiliates' Net Sales), and (b) no multiple royalties shall be payable in the event that any of the Licensed Products or the manufacture, use or sale thereof is covered by more than one patent included in the Licensed Patents.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Limitation on Royalties. Notwithstanding anything to the contrary --- ----------------------- contained herein, (a) no royalties shall be payable by any party hereunder with respect to the Net Sales of the Licensed Products to any of its Affiliates or by any of such party's Affiliates to any other Affiliate thereof, and (b) no multiple royalties shall be payable in the event that any of the Licensed Products or the manufacture, use or sale thereof is covered by more than one percent included in the PNU Patent Rights.
Sample 1Sample 2Sample 3
Limitation on Royalties. (a) SB's royalty payment to CADUS pursuant to this Section 6 shall not exceed [c.i.] of Net Sales nor shall it exceed [c.i.] of Net Sales for a Product based on a Compound or a Natural Ligand identified or confirmed by a Screen which incorporates a Third Party Target.
Sample 1Sample 2
Limitation on Royalties. After the Licensee becomes well established in its production and marketing of the Licensed Product, if there are markets in which the margin of profit is very small, the Royalty percentages for those markets may reasonably be renegotiated and modified upon mutual agreement of the Parties.
Sample 1Sample 2
Limitation on Royalties. The maximum aggregate royalties payable to Millennium pursuant to this Agreement shall be [**] and once such cumulative amount has been paid to Millennium, Monsanto and MAGI shall be relieved of any further obligations under Section 5.5 of the Agreement. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
Sample 1
Limitation on Royalties. Notwithstanding anything to the ----------------------- contrary contained herein, Esperion shall have the right, by paying to the Talaria Stockholders **** **** ($******), payable in shares of Esperion Common (based on the then Fair Market Value thereof) or cash, in Esperion's sole discretion, subject to the requirements of Section 5.4(b)(viii), to reduce the rate of payment of the Royalties by ****** *****. Upon exercise of that right, the Ceiling shall be immediately decreased to ***** ***** ***** ($*****). For purposes of clarification, no multiple Royalties shall be payable with respect to any Product.
Sample 1
Limitation on Royalties. Notwithstanding anything to the contrary ----------------------- contained herein, (a) no royalties shall be payable by the Company hereunder with respect to [the confidential material contained herein has been omitted and has been separately filed with the Commission] and (b) no multiple royalties shall be payable in the event that [the confidential material contained herein has been omitted and has been separately filed with the Commission].
Sample 1
AutoNDA by SimpleDocs
Limitation on Royalties. Notwithstanding the provisions of Section 6.1 and the Sponsored Research Agreement, in the event that the Commercialization Party licenses rights to any product or service and receives royalties with respect to the sale of such products or services, the aggregate royalty rate payable to the Non-Commercialization Parties (under Section 6.1(a)) and the Institute and any IP Owning Consortium Member (under the terms of the applicable Product Technology License Agreement) shall not exceed *****% of the royalty rate payable to the Commercialization Party by such third party. In the event such royalties would otherwise exceed *****%, the royalty rates payable to the Non-Commercialization Parties shall be proportionately reduced so that the aggregate royalty rate payable to the Non-Commercialization Parties, the Institute and any IP Owning Consortium Member equal *****% of the royalty rate payable to the Commercialization Party.
Sample 1

Related to Limitation on Royalties

  • Limitation on Payment of Rent All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed the maximum permissible under applicable law, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto, the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.

  • Limitation on Rights (a) This Agreement shall not be deemed to create a contract of employment between the Company and the Executive and shall create no right in the Executive to continue in the Company's employment for any specific period of time, or to create any other rights in the Executive or obligations on the part of the Company, except as set forth herein. This Agreement shall not restrict the right of the Company to terminate the Executive, or restrict the right of the Executive to terminate employment.

  • Limitation on Payments In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either:

  • Limitation on Payment The Salary Continuation Payment will not exceed an amount equal to $1.00 less than the amount which would cause the payment, together with any other payments received from the Company, to be a "parachute payment" as defined in Section 280G(b)(2)(A) of the Internal Revenue Code.

  • Limitation on Leases Neither the Borrower nor any Restricted Subsidiary will create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases and leases of Hydrocarbon Interests and firm transportation contracts or arrangements), under leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and the Restricted Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $25,000,000 in any period of twelve consecutive calendar months during the life of such leases.

  • Limitation on Losses Notwithstanding anything else contained in this Agreement, Losses allocated to any Member pursuant to Section 9.1 of this Agreement shall not exceed the maximum amount of Losses that may be allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of the Fiscal Year for which the allocation is made.

  • Limitation on Sales Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Shares or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

  • Limitation on Damages IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

  • Limitation on Dividends If Debentures are initially issued to the Trust or a trustee of such Trust in connection with the issuance of Trust Securities by the Trust (regardless of whether Debentures continue to be held by such Trust) and (i) there shall have occurred and be continuing an Event of Default, (ii) the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee, or (iii) the Company shall have given notice of its election to defer payments of interest on the Debentures by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then the Company shall not, and shall not allow any Affiliate of the Company to, (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or its Affiliates' capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (1) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, if any, (2) as a result of any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (3) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (4) any declaration of a dividend in connection with any stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (5) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (6) payments under the Capital Securities Guarantee).

  • Limitation on Use Tenant shall use the Premises solely for the Permitted Use specified in Section N of the Summary. There shall not be any change in use without the prior written consent of Landlord which will not be unreasonably withheld. Tenant shall not do anything in or about the Premises which will (i) cause structural injury to the Building, or (ii) cause damage to any part of the Building except to the extent reasonably necessary for the installation of Tenant’s Trade Fixtures and Tenant’s Alterations, and then only in a manner which has been first approved by Landlord in writing. Tenant shall not operate any equipment within the Premises which will (i) materially damage the Building or the Common Area, (ii) overload existing electrical systems or other mechanical equipment servicing the Building, (iii) impair the efficient operation of the sprinkler system or the heating, ventilating or air conditioning (“HVAC”) equipment within or servicing the Building, or (iv) damage, overload or corrode the sanitary sewer system. Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls or columns of the Building or set any load on the floor in excess of the load limits for which such items are designed nor operate hard wheel forklifts within the Premises. Any dust, fumes, or waste products generated by Tenant’s use of the Premises shall be contained and disposed so that they do not (i) create an unreasonable fire or health hazard, (ii) damage the Premises, or (iii) result in the violation of any Law. Except as approved by Landlord, Tenant shall not change the exterior of the Building or install any equipment or antennas on or make any penetrations of the exterior or roof of the Building. Tenant shall not commit any waste in or about the Premises, and Tenant shall keep the Premises in a neat, clean, attractive and orderly condition, free of any nuisances. If Landlord designates a standard window covering for use throughout the Building, Tenant shall use this standard window covering to cover all windows in the Premises. Tenant shall not conduct on any portion of the Premises or the Project any sale of any kind, including any public or private auction, fire sale, going-out-of-business sale, distress sale or other liquidation sale.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!