Odyssey Clause Samples
Odyssey upon prior written approval from Hallmark, shall have the right to enforce, at Odyssey's sole expense, its rights in the Licensed Marks granted hereunder against third parties that are or may be infringing the Licensed Marks so as to affect Odyssey's rights granted hereunder.
Odyssey. (a) On the Closing Date, Purchaser and Sellers shall enter into the Odyssey Co-Development Agreement for the development and commercialization of the Odyssey Product. Pursuant to the Odyssey Co-Development Agreement, Sellers shall grant to Purchaser an exclusive license to the Odyssey Patents and Odyssey Know How for all pharmaceutical products containing the Odyssey Ingredient as the sole active ingredient. The Odyssey Co-Development Agreement shall further provide that Purchaser shall pay for all costs and expenses relating to the development and commercialization of the Odyssey Product, including costs arising from the defense and prosecution of the Odyssey Patent application filed on May 26, 2004 and Odyssey Know How, in each case solely as it relates to products containing the Odyssey Ingredient.
(b) Each party shall retain fifty percent (50%) of any cash proceeds from the development and commercial exploitation of the Odyssey Product (net of Purchaser's and Sellers' aggregate costs and expenses incurred in connection with the development and commercial exploitation of the Odyssey Product) (the "Net Cash Proceeds").
(c) If Purchaser and Sellers mutually agree to sell the rights to the Odyssey Product, then each party shall retain fifty percent (50%) of the sale proceeds (net of Purchaser's and Sellers' aggregate costs and expenses incurred in connection with the development and commercial exploitation of the Odyssey Product) (the "Net Sale Proceeds"). To the extent there is any deferred consideration in such sale, including, but not limited to, milestone payments and royalties, each party shall retain fifty percent (50%) of any such deferred compensation.
(d) Notwithstanding the foregoing, in the event that Purchaser has not enrolled at least one (1) subject in a PK Study on or prior to the later of six (6) months (i) from the Closing Date, or (ii) after the date upon which delivery of the Odyssey Product formulation and clinical supply thereof is made by Sellers to Purchaser, then thereafter Purchaser shall only retain twenty-five percent (25%), rather than fifty percent (50%), of any of the Net Sale Proceeds, deferred compensation and Net Cash Proceeds referred to in Section 3.5(b) and Section 3.5(c); provided, however, that in the event that Purchaser has enrolled at least one (1) subject in a PK Study on or prior to the later of twelve (12) months (x) from the Closing Date or (y) after the date upon which delivery of the Odyssey Product formulatio...
Odyssey and HEI will pay license fees or production financing equal to the agreed upon production costs for the Signature Series, up to a cap of $10,000,000 per year. The license fees or production financing will be paid in accordance with a payment schedule to be mutually agreed upon.
Odyssey. (1) assumes the obligation to pay wages to the Staff without regard to payment by the Client; and (2) assumes responsibility for the payment of payroll taxes and collection of taxes from payroll on Staff assigned to Client. Nothing in this or any other provision of this Agreement relieves Client of its obligations to pay Odyssey in full and on time. Client’s failure to pay Odyssey shall be a breach of the Agreement and entitle Odyssey to terminate the Agreement immediately. Notwithstanding any other provision of this Agreement, Odyssey has not contracted to fund compensation other than amounts specifically reported by Client to Odyssey. Client is solely responsible for any wages or compensation, including overtime, vacation pay, holiday pay, sick leave pay, parental or family leave pay, severance pay, bonuses, commissions stock option grants, deferred compensation or other amounts that were not timely and accurately reported to Odyssey each pay period. If Client has been in business one year or more, Client warrants and represents that all of the following are true: (a) at least 75% of the persons who will become Staff were previously employees of Client (or in a shared employment relationship with Client and a licensed staff leasing firm) for a period of at least three months immediately prior to the effective date of this Agreement; (b) none of the Staff were previously employees of a company that provides taxable services to Client; and (c) a shared employment relationship exists between Client and Odyssey as to the Staff.
Odyssey. A. District Odyssey Coordinator $4,000
B. School Odyssey Coordinator $600 Each
C. Odyssey Overnight Chaperones $125 Per Night