Royalty Cessation Clause Samples

Royalty Cessation. On a country-by-country and Licensed Product-by-Licensed Product basis, where: (i) a Licensed Product was conceived and reduced to practice (as determined in accordance with United States patent law) following the Royalty Cessation Date; and (ii) as of the date on which payments under Section 7.1 (Royalty Arrangements) and Section 7.2 (Sublicense Receipts) are due pursuant to Section 8.1(b) (Payment) with respect to sales of such Licensed Product, such Licensed Product is not covered by a Valid Claim in the country in which it is sold; then no payments shall be due to Licensor hereunder with respect to such Licensed Products (including, without limitation, under Section 7.1 (Royalty Arrangements) and Section 7.2 (Sublicense Receipts)) and Company shall have a fully paid-up, worldwide license (with the right to grant sublicenses) under the Licensed Technology and Joint Researcher Improvements to develop, have developed, manufacture, have manufactured, use, market, offer for sale, sell, have sold, import, export, otherwise transfer physical possession of or otherwise transfer title to such Licensed Products. In addition, on a product by product basis, where the first Regulatory Approval for such Licensed Product occurs subsequent to January 1, 2035, no further payments are due in respect of such Licensed Product(including, without limitation, under Section 7.1 (Royalty Arrangements) and Section 7.2 (Sublicense Receipts)) and Company shall have a fully paid-up, worldwide license (with the right to grant sublicenses) under the Licensed Technology and Joint Researcher Improvements to develop, have developed, manufacture, have manufactured, use, market, offer for sale, sell, have sold, import, export, otherwise transfer physical possession of or otherwise transfer title to such Licensed Products.