AME Clause Samples
AME. AME hereby represents and warrants to MorphoSys as of the Effective Date that (i) it has the full right and authority to enter into this Agreement and grant the rights and licenses granted herein; and (ii) it will not grant during the term of the Agreement, any right, license or interest in or to the AME Patent Rights that are in conflict with the licenses granted to MorphoSys. AME further represents and warrants to MorphoSys that, as of the Effective Date, the ▇▇▇▇▇▇▇▇ Agreement is in full force and effect and that MorphoSys and its sublicensees permitted under the Agreement are entitled to enjoy the rights and benefits of sublicensees under the ▇▇▇▇▇▇▇▇ Agreement only with respect to the licenses granted by AME to MorphoSys hereunder.
AME. ND MENT OF SECTION 3.4. The ability of Licensee to maintain the exclusivity arrangement in the Original Agreement is hereby amended with the addition of the following
2.1 If Licensee fails to purchase the minimum volume for Year I, Licensee shall pay Licensor the shortfall amount according to the terms set forth in Section 3.4 in order to maintain exclusivity. However, the shortfall amount paid in Year I will be applied against any purchases in the first six (6) months of Year 2 commencing on January 1, 2019. For instance, if only 100K TAS are purchased in Year I and Licensee pays an additional shortfall amount of $100K to maintain exclusivity, the additional shortfall amount of $100K will be applied against TAS unit purchases in the first 6 months of Year 2. If no additional TAS units are purchased in the first six (6) months of Year 2, then the shortfall amount shall be retained by Licensor and shall not be applied against any purchases after July 1, 2019.
2.2 The Licensee' s obligation to "purchase" the minimum volume shall be understood to mean submission of an order or multiple orders for the minimum volume, with delivery dates on or prior December 31 of the applicable calendar year, subject to the requirement of Section
3.1 of this Addendum.
2.3 Except as specifically set forth in this Addendum, the terms and conditions for the yearly minimum volume requirements to maintain exclusivity shall remain as specified in Section 3.4 and Appendix C3 of the Original Agreement.