Adjustments for Competition in Exclusive Territory Sample Clauses

Adjustments for Competition in Exclusive Territory. If Competition occurs with respect to a particular Licensed Product sold in a particular country in the Exclusive Territory, the royalty rate applicable to Net Sales of such Licensed Product in such country shall be reduced to [*] percent ([*]%) of such Net Sales for the calendar quarter during which such Competition first occurred (the “Initial Competition Quarter” with respect to such Competition) and for all subsequent calendar quarters, if any, on a calendar quarter-by-calendar quarter basis, in which Competition continues to occur with respect to such Licensed Product in such country in the Exclusive Territory, subject to any further adjustments thereto provided in this Agreement. For clarity, the Parties agree that Licensee shall resume paying royalties to TSRI at the royalty rate of [*] percent ([*]%) of Net Sales of such Licensed Product in such country for all calendar quarters after the Initial Competition Quarter in which Competition no longer continues to occur with respect to such Licensed Product in such country, on a calendar quarter-by-calendar quarter basis. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Sample 1
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Adjustments for Competition in Exclusive Territory. If Competition occurs with respect to a Licensed Product sold only by or on behalf of a Sublicensee in a particular country in the Exclusive Territory, then (i) provided that Licensee has previously paid to TSRI [*] percent ([*]%) of all Sublicense Revenue previously received by Licensee from such [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. Sublicensee with respect to such country in all calendar quarters prior to the Initial Competition Quarter for such Competition, an amount equal to [*] percent ([*]%) of all Sublicense Revenue previously received by Licensee from such Sublicensee with respect to such country in all calendar quarters prior to the Initial Competition Quarter for such Competition shall be creditable by Licensee only against royalties for that particular Licensed Product affected by such Competition sold by or on behalf of such Sublicensee in such country in the Exclusive Territory that are due to TSRI under this Agreement with respect to such Initial Competition Quarter and for subsequent calendar quarters, if any, on a calendar quarter-by-calendar quarter basis, in which Competition continues to occur with respect to such Licensed Product in such country in the Exclusive Territory, and (ii) the percentage of Sublicense Revenues payable to TSRI with respect to all Sublicense Revenues received from such Sublicensee during such Initial Competition Quarter and during subsequent calendar quarters, if any, on a calendar quarter-by-calendar quarter basis, in which Competition continues to occur with respect to such Licensed Product in such country in the Exclusive Territory shall be [*] percent ([*]%) in lieu of the [*] percent ([*]%) set forth in Section 4.1.1 above. For clarity, the Parties agree that (a) the amount subject to credit under Section 4.1.2(i) shall not be creditable in any calendar quarter after the Initial Competition Quarter in which Competition no longer continues to occur with respect to such Licensed Product in such country, on a calendar quarter-by-calendar quarter basis, and (b) the percentage of Sublicense Revenues payable to TSRI with respect to all Sublicense Revenues received from such Sublicensee during any calendar quarter after the Initial Competition Quarter in which Competition no longer continues to occur with respect to such Licensed Product in such country, on a calendar quarter-by-calendar quarter basis, shall be [*] percent ([*]%).
Sample 1

Related to Adjustments for Competition in Exclusive Territory

  • Non-Exclusivity of Services The Manager is free to act for its own account and to provide investment management services to others. The Fund acknowledges that the Manager and its officers and employees, and the Manager's other funds, may at any time have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired or disposed of under this Agreement for the Fund. Neither the Manager nor any of its officers or employees shall have any obligation to effect a transaction under this Agreement simply because such a transaction is effected for his or its own account or for the account of another fund. Fund agrees that the Manager may refrain from providing any advice or services concerning securities of companies for which any officers, directors, partners or employees of the Manager or any of the Manager's affiliates act as financial adviser, investment manager or in any capacity that the Manager deems confidential, unless the Manager determines in its sole discretion that it may appropriately do so. The Fund appreciates that, for good commercial and legal reasons, material nonpublic information which becomes available to affiliates of the Manager through these relationships cannot be passed on to Fund.

  • Indemnification for Marketing Materials In addition to the foregoing indemnification, the Fund and the Investment Adviser also, jointly and severally, agree to indemnify and hold harmless each Underwriter, affiliates, directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a), as limited by the proviso set forth therein, with respect to any sales material.

  • Consideration for License 4.1 In partial consideration for the rights granted hereunder, NOBLE agrees to prepare and file, or have prepared and filed, any and all applications in the name of UGARF for plant variety rights for the Licensed Variety in the United States and, at NOBLE’s discretion, in any other jurisdiction.

  • Additional Indemnification Rights Non Exclusivity a. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Articles, the By-Laws or by statute.

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data.

  • For clarity Research Tools are subject to the license grants in Sections 2.1-2.3, Section 2.8, the retained rights set forth in Sections 2.9, and the due diligence requirements in Section 6.

  • Non-Exclusivity; Survival of Rights; Subrogation (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

  • Integration; Binding Effect; Survival of Termination This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.02, 5.03, 11.04, 11.06, 12.04, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.

  • Royalties on Net Sales Novo will pay to Neose royalties as a percentage of annual Net Sales of each New Product during the Term at the applicable rates set forth in this Section 4.1 and in accordance with this Section 4:

  • Mitigation; Exclusivity of Benefits (a) The Executive shall not be required to mitigate the amount of any benefits hereunder by seeking other employment or otherwise, nor shall the amount of any such benefits be reduced by any compensation earned by the Executive as a result of employment by another employer after the Date of Termination or otherwise.

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