RBNC definition
Examples of RBNC in a sentence
RBNC shall have the right to exercise its rights and perform its obligations under this Agreement either itself or through any of its Affiliates.
RBNC shall be entitled to deduct and withhold from any amounts payable under this Agreement such taxes as are required to be deducted or withheld therefrom under any provision of Law.
The Parties acknowledge and agree that all RBNC publications pursuant to this Section 8.3 shall be developed by RBNC in accordance with RBNC’s publications policies and practices.
In the event that RBNC or its Affiliates or Sublicensees enters into a Distracting Transaction with a Third Party (and for clarity, RBNC has not elected to treat such Distracting Product as a Newly Added Product pursuant to Section 5.4.2), then RBNC shall provide prompt written notice to AMGEN.
Accordingly, AMGEN shall not have any obligation to transfer to RBNC any Licensed Know-How or Licensed Materials other than those set forth on Exhibit A.
Any Patent Rights controlled by RBNC or its Affiliates or its Sublicensees (including, for clarity, any in-licensed Patent Rights) Covering such Newly Added Product would be considered “Program Patents” for purposes of determining the Royalty Term, royalties, and royalty reductions applicable to such Newly Added Product.
In the event that any Law requires RBNC to withhold taxes with respect to any payment to be made by RBNC pursuant to this Agreement, RBNC will use commercially reasonable efforts to notify AMGEN of such withholding requirement prior to making the payment to AMGEN and cooperate with AMGEN, including by providing standard documentation as may be required by a tax authority, as may be reasonably necessary in AMGEN’s efforts to claim an exemption from or reduction of such taxes.
AMGEN shall not enter into any settlement of any claim described in this Section 4.4.2 (AMGEN Enforcement) that admits to the invalidity or unenforceability of the Licensed Patents, Program Patents or Joint Patents, incurs any financial liability on the part of RBNC or requires an admission of liability, wrongdoing or fault on the part of RBNC without RBNC’s prior written consent.
RBNC is responsible for the payment of any state or local, sales or use, or similar fees or taxes arising as a result of the transfer of Licensed Materials by AMGEN to RBNC pursuant to Section 2.5 (Transfer of Licensed Know-How and Licensed Materials), and RBNC will remit such fees or taxes to the appropriate tax collector.
During the Negotiation Exclusivity Period, RBNC shall negotiate exclusively with AMGEN in good faith to reach agreement for such Proposed ROFN Transaction between the Parties.