Sublicense Agreements; Payments; Copies of Sublicense Agreements Sample Clauses

Sublicense Agreements; Payments; Copies of Sublicense Agreements. Novavax shall provide to Wyeth a copy of all sublicense agreements entered into under this Agreement within ten (10) days of the effective date of each sublicense agreement; provided, that Novavax may redact from such copy any information that is not reasonably necessary to establish Novavax’s compliance with the terms and conditions of this Agreement. In addition to the Royalty Payments and milestones payments described in Section 3 (which would be payable in full for Net Sales made by sublicensees and the achievement of the relevant milestone events by sublicensees), Novavax shall pay to Wyeth [* * *] of all additional amounts received by Novavax as consideration for any sublicense to the Licensed Patent Rights granted under this Agreement (i.e., such additional amounts being equal to the difference of payments received by Novavax from a sublicensee covered by this Section 2.2.3 less amounts paid to Wyeth by Novavax under Section 3.1 on Product sales or the achievement of Product milestone events, as applicable), payable within thirty (30) days after receipt of any such payment by Novavax, other than any amounts payable (i) as bona fide payments for the cost of research and development services actually performed, (ii) as equity or debt funding, or (iii) for any fair market value purchases of materials from Novavax by a Third Party sublicensee. By way of example in the context of milestone payments, if Novavax receives [* * *] from a sublicensee upon [* * *] by such sublicensee, then Novavax would be entitled to deduct the [* * *] payment due pursuant to Section 3.1.3.1 in calculating the payments due under this Section and, subject to the terms and conditions of this Agreement, the resulting payment under this Section would be [* * *]. By way of example in the context of royalty payments, if Novavax receives an [* * *] royalty from a sublicensee for Product sales, then Novavax would be entitled to deduct the [* * *] royalty due Wyeth pursuant to Section 3.1.6 in calculating the payments due under this Section and, subject to the terms and conditions of this Agreement, the resulting payment under this Section would be [* * *] of the [* * *] royalty on Product sales. Novavax shall be responsible for the payment of any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provides for such amount to be paid by the sublicensee directly to Novavax. Novavax shall promptly provide to Wyeth any other information o...
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Related to Sublicense Agreements; Payments; Copies of Sublicense Agreements

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Assignment and Sublicensing The rights and licenses granted hereunder may not be sublicensed, conveyed, assigned or otherwise transferred by Licensee to any third party without NCT Hearing's prior written consent in each instance. In addition, Licensee shall have the right to have Licensed Products manufactured for it by others but only after obtaining NCT Hearing's prior written consent and only under nondisclosure agreements implemented in accordance with the provisions of Articles 4 and 5 hereof.

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • Survival of Sublicenses Upon termination of this Agreement for any reason, any sublicense granted by Unity hereunder to a Third Party Sublicensee shall survive, provided that such Third Party Sublicensee continues to pay to Ascentage the milestones and royalties that would have been due to Ascentage under this Agreement based on such Third Party Sublicensee’s activities had this Agreement not terminated. For clarity, in the event that a Third Party Sublicensee fails to pay to Ascentage the applicable milestones and royalties due to Ascentage based on such Third Party Sublicensee’s activities, Ascentage shall be entitled to terminate such surviving sublicense by providing such Third Party Sublicensee written notice of termination, which notice shall take effect [***] ([***]) days after it is received by such Third Party Sublicensee unless such Third Party Sublicensee has cured any such breach or default prior to the expiration of the [***] ([***]) day period.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

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