Imagent definition
Examples of Imagent in a sentence
Buyer shall also make available (i) appropriate personnel to provide additional information about the Imagent Revenues and to explain each Earnout Report and the information provided hereunder; and (ii) the work papers of its independent public accountants for each Earnout Period subject to compliance with the customary procedures of such accountants.
The reasonable third-party fees and expenses directly related to an Imagent Transaction shall be shared between the Parties in proportion to the amounts received by each Party as a result of such Imagent Transaction as set forth in subsection (b) below.
The Earnout shall be based solely on Imagent Revenue (as defined below), determined and payable as follows.
The sole price payable by Seller for and under the Imagent License shall be the Earnout due, commencing as of the first applicable Earnout Period, which shall be (i) the Earnout Period during which the Imagent License is granted and (ii) deemed to be the First Earnout Period, provided that the first day thereof shall be the effective date of such license agreement, through the Last Earnout Period.
The Parties hereby acknowledge and agree that Alliance’s right to receive payments directly from the buyer in an Imagent Transaction pursuant to this Section 3.2, and any payments made directly to Alliance by any such buyer are solely the right and property of Alliance.
On June 10, 2003, Alliance and Imcor entered into an Asset Purchase Agreement pursuant to which, among other things, Alliance assigned and sold to Imcor certain assets related to Alliance’s imaging and diagnostic imaging business (the “Imagent Assets”), and Imcor assumed certain liabilities related to such Imagent Assets (the “Asset Purchase Agreement”).
At Schering's election, Alliance shall (i) grant to Schering a royalty free, perpetual license for the use of the trademark "Imagent" to be used in connection with the purposes of this Agreement, such license to terminate as of such time as Schering shall maintain an exclusive trademark for the Product or (ii) assign such trademark to Schering.
Each Earnout Report shall include the number of units sold and shipped, the purchasers thereof and the deductions taken in determining the Imagent Revenue reported thereon, which deductions may be aggregated by category.
Schering hereby reconveys to Alliance all rights to the trademark for "Imagent" granted pursuant to the Original License Agreement.
The Company agrees to promptly commence efforts to, and as soon as practicable but in no event later than December 31, 2002, to sell or license the Imagent product and all derivations, improvements thereon, products and processes for no less than six million dollars in net proceeds to the Company.