Examples of Medarex License in a sentence
Any Third Party payments incurred by such a co-diagnostic license, including but not limited to royalty and milestone payments under the Medarex License, shall be equally shared by the Parties in case Genmab has made the 50% Election, and shall be borne solely by ADCT if Genmab has made the 25% Election or a Withdrawal.
TenX acknowledges that, in respect of any and all rights or licenses granted to TenX pursuant to this Agreement under Medarex Technology that is licensed or sublicensed to Genmab from Medarex, such rights and licenses are subordinate and subject to the Medarex License.
In the event of any inconsistency between this Agreement and the Medarex License, the Medarex License shall prevail.
Subject to the terms and provisions of the Medarex License, Genmab grants an option to ADCT for an exclusive license, with rights to sublicense, under the Genmab Intellectual Property and the Medarex License, to make, have made, sell, offer for sale, and import Antibody (including the naked Antibody or the naked Antibody labeled with a detectable label as the case may be) for co-diagnostic purposes solely to be used in conjunction with the Development and Commercialization of Licensed Product.
ADCT shall be solely responsible for paying all amounts, including any license fees, milestones and royalties owed to Third Parties by either ADCT or Genmab on account of Developing and Commercializing Licensed Product including, but not limited to payments due under the Medarex License and [**] License, if any.
If Genmab and Medarex enter into an amendment to the Medarex License whereby the Medarex Royalty Rate for all or a majority of royalty tiers under the Medarex License specifically with respect to zanolimumab is reduced by less than [**] percentage points, then TenX will pay for all Activity Costs incurred by Genmab in negotiating such amendment, such Activity Costs not to exceed $[**].
In the event of any inconsistency between this Agreement and the Medarex License (and, where applicable, [***]), the Medarex License (and, where applicable, [***]) shall prevail.
Both GSK and Genmab shall maintain (and shall procure that their Affiliates and sublicensees maintain) accurate books and records which enable the verification of the calculation of royalties payable hereunder, and of royalties payable by Genmab to Medarex under the Medarex License with respect to the sale by GSK, its Affiliates or sublicensees of Product.
Upon [***] prior notice from Medarex, independent accountants selected by Medarex may have access to the books and records of GSK or its Affiliates and sublicensees during normal business hours to conduct a review or audit for the purpose of verifying the accuracy of Genmab’s payments to Medarex with respect to the sale by GSK, its Affiliates and sublicensees of Product and compliance by Genmab with the Medarex License with respect to such payments.
As full and complete consideration for the grant of the sublicence under the Controlled Patents, any and all royalties and milestone payments due to be paid by Genmab to Medarex under the Medarex License for or arising in respect of or due to sales of the Product shall be Shared Expenses.