General Licensing Terms Sample Clauses

General Licensing Terms. (b) The Parties agree that the accounting and payment of royalties shall comply with the following terms and conditions: (iv) Agouron shall maintain and cause its Affiliates and sublicensees to maintain books of account and complete and accurate records pertaining to the sale or other disposition of Products and of the royalties and other amounts payable under this Agreement in sufficient detail to *

General Licensing Terms. (a) Profits and Losses for countries where the parties are Co-Promoting a Product arising out of the Development Program for cancer indications shall be determined on * Attachment 2 sets forth additional definitions and details relating to the calculation of Profits and Losses. (b) It is the intent of the parties that if the parties are Co-Promoting a Product arising out of the Development Program for cancer indications in a country, then the parties shall * If applicable laws, regulations or accounting rules do not permit such accounting treatment, * (c) No sales shall be deemed to have occurred as the result of sales between and among the parties, their Affiliates and sublicensees; it being understood that sales occur when made to non-Affiliated third party purchasers. A sale of a Product shall be deemed to have been made upon the earliest of invoicing or delivery of the Product for value to a non-Affiliated third party purchaser. In the case of a sale or other disposal of a Product for value other than in an arm's length transaction exclusively for money, such as barter or counter trade, sales shall be calculated using the fair market value of the Product (if higher than the stated sales price) in the country of disposal. (d) then the issue shall be decided by binding arbitration in accordance with the provisions of Section 7.03 hereof. (f) In calculating Profits and Losses with respect to a Combination Product in a country, the parties shall enter into good faith negotiations regarding the percentage of the Adjusted Gross Sales of such Combination Product to be used in calculating Profits and Losses with respect to such Combination Product in such country. If the parties are unable to agree upon such percentage, the percentage of the Adjusted Gross Sales of such Combination Product to be used in calculating Profits and Losses with respect to such Combination Product in a country shall be equal to * If the numerator and denominator cannot be determined in the manner set forth above, then the numerator * In each case, the cost is to be determined in accordance with the party's standard accounting procedures. (g) In calculating royalties with respect to a Combination Product, the parties shall enter into good faith negotiations regarding the percentage of the Net Sales of such Combination Product to be used in calculating royalties payable with respect to such Combination Product on a country-by-country basis. If the parties are unable to agree upon such ...

General Licensing Terms. (a) Terms under this subchapter are applied in addition to other provisions of these Terms and Conditions if the Provider has granted a Licence to the Client under the Agreement. (b) The Licence is granted as non-exclusive and for a Licence Fee, as provided in the Agreement unless agreed otherwise. (c) The Client is only entitled to use the Software on the number of machines for which the licence was granted. Use of the Software on more machines than the number of machines for which the License was granted shall be deemed a serious breach of the Agreement. (d) To the extent permitted by law, the Provider expressly prohibits any other use of the Software under the Licence than for the purpose of provision of the Services. The Client is, in particular, not entitled to make any copies or distribute the Software to third parties or make any modifications to the Software. (e) The Client is not entitled to grant a sublicense to the Software or assign the Licence to third parties unless agreed otherwise. (f) The Provider is entitled to make any changes, upgrades, reparations, or alterations of the Software or merge the Software with another software at its sole discretion during the duration of the Agreement. (g) The licence ceases to be effective upon termination of the Agreement or the dissolution of the Client and shall never pass to its legal successors. (h) For the avoidance of doubt, it is stated that even if the Software has been customized or created to the Client's requirements, the Agreement shall not be deemed a contract for work. Such software remains the property of the Provider and may be available to the Client under a licence only.

General Licensing Terms. (a) No sales shall be deemed to have occurred as the result of sales between and among the Parties, their Affiliates and sublicensees; it being understood that sales occur when made to non-Affiliated third-party purchasers. A sale of a Product shall be deemed to have occurred upon the earliest of invoicing or delivery of such Product for value to a non-Affiliated third-party purchaser. In the case of a sale or other disposal of a Product for value other than in an arm's-length transaction exclusively for money, such as barter or counter-trade, sales shall be calculated using the fair market value of such Product (if higher than the stated sales price) in the country of disposal. (b) The Parties agree that the accounting and payment of royalties shall comply with the following terms and conditions: (i) The royalty payments will be made semi-annually within sixty (60) days after the last day of the months of June and December during the royalty term of this Agreement. Upon payment of the such royalties, Agouron shall provide JE with royalty reports that indicate the Net Sales by calendar month upon which the royalty is based. (ii) Agouron shall remit in immediately available funds the milestone payments and all royalty payments which are due pursuant to the provisions of Section 5.01 to JE by bank wire transfer to the JE bank account specified by JE to Agouron. A payment shall be deemed paid as of the date on which it was wired to the account JE designated pursuant to the provisions of the immediately preceding sentence. Any royalty payments due that are not paid on or before the date such payments are due shall bear interest at the lower of: (A) the prime rate applied by the Chase Manhattan Bank in New York, New York, U.S.A., on the due date, plus one hundred (100) basis points; or (B) the highest interest rate permitted by applicable law, calculated on the number of days in each month that such payment is delinquent. (iii) Agouron shall be entitled to withhold from a royalty or other payment due JE, the amount, if any, of any withholding tax assessable to JE, provided evidence of payment of any such tax is promptly provided to JE. If any taxes (other than value-added taxes) are imposed on payments of royalties to JE and are required to be withheld therefrom, such taxes shall be for the account of JE, and the payments due to JE shall be reduced accordingly. Agouron shall advise JE and provide it with copies of the tax receipts for all taxes deducted from th...

General Licensing Terms. (a) No sales shall be deemed to have occurred as the result of sales between and among the parties, their Affiliates and sublicensees; it being understood that sales occur when made to non-Affiliated third party purchasers. A sale of a Product shall be deemed to have been made upon the earliest of invoicing or delivery of such Product for value to a non-Affiliated third party purchaser. In the case of a sale or other disposal of a Product for value other than in an arm's-length transaction exclusively for money, such as barter or counter-trade, sales shall be calculated using the fair market value of such Product (if higher than the stated sales price) in the country of disposal. (d) In calculating royalties with respect to a Combination Product, the parties shall enter into good faith negotiations regarding the percentage of the Net Sales of such Combination Product to be used in calculating royalties payable with respect to such Combination Product on a country-by-country basis. If the parties are unable to agree upon such percentage, royalties with respect to a Combination Product in a country * (e) Royalties due on the sale of a Product shall be owed from the date of Initial Commercial Sale (or, if earlier, the first special license sale) by a party, its Affiliates or sublicensees of such Product in a country of the Licensed Territory, until the latest of: * (f) The parties agree that the accounting and payment of royalties shall comply with the following terms and conditions: (i) As soon as possible, but no later than * Roche shall provide to the authorized representative of Agouron and JT with its good faith estimate of the amount of Net Sales for such calendar month. (ii) On or before the * of each and every calendar year for as long as royalties are due following the commencement of the marketing of Products, Roche shall: (A) * (iii) Roche's accounting of royalty * shall be reviewed and signed by an appropriate financial employee of Roche, and shall identify all relevant details regarding * (iv) Any royalty payments due that are not paid on or before the date such payments are due shall bear interest at * (g) Roche shall maintain and cause its Affiliates and sublicensees to maintain books of account and complete and accurate records pertaining to the sale or other disposition of Products and of the royalty and other amounts payable under this Agreement in sufficient detail to permit the authorized representative of Agouron and JT to confirm the cor...

General Licensing Terms. All licenses granted by ▇▇▇▇▇▇ ▇▇▇ under this ▇▇▇▇ are personal, worldwide, royalty free, non-transferrable, non-assignable, non- sublicensable, revocable, non-exclusive and limited license. Except as provided in this ▇▇▇▇, You shall not: (i) transfer, give access to, or distribute any part of any Font Software to any Third Party without ▇▇▇▇▇▇ ▇▇▇’▇ prior written permission; (ii) attempt to reverse engineer, alter, or modify any part of any Font Software; (iii) attempt in any way to emulate, mimic, or otherwise create a substitute for any Font Software, including outlining; or (v) use the Font Software in any way not expressly permitted in this ▇▇▇▇. The following uses of Font Software are expressly prohibited: alphabet letters, alphabet punch and die sets, or other methods for use in making such products. If You wish to use the Font Software for such purposes, contact ▇▇▇▇▇▇ ▇▇▇ to discuss. ▇▇▇▇▇▇ ▇▇▇ reserves the right to decline to license Font Software to any party at ▇▇▇▇▇▇ ▇▇▇’▇ sole discretion. Authorized uses of the Fonts include: the production of paper publications like newspapers, books and magazines; print advertising; vinyl or printed signage; logos and logotypes; corporate documents; printed newsletters and annual reports; images for print and web (static images only); product/merchandise packaging; marketing materials; presentations (e.g. Powerpoint); film and video (non-broadcast). You agree to indemnify ▇▇▇▇▇▇ ▇▇▇ for any Third Party claim that arises as a result of any unauthorized use by You of the Font Software. Licenses for other uses not allowed by this ▇▇▇▇ may be available for an additional fee.