Third Party Consideration definition

Third Party Consideration has the meaning set forth in Section 6.8.
Sample 1
Third Party Consideration has the meaning set forth in Section 2.3(e).
Sample 1
Third Party Consideration has the meaning given in clause 18.11;
Sample 1

Examples of Third Party Consideration in a sentence

  • Alimera shall prepare schedules, on a rolling two (2) year calendar quarter-by-calendar quarter basis, to be updated semi-annually (prior to June 30 and December 31 of each year), of projected Net Revenues and Third Party Consideration amounts upon which the Royalties payable to pSivida pursuant to Section 5.1 are calculated (“Annual Projections”).

  • Alimera shall permit an independent accounting firm selected by pSivida and reasonably acceptable to Alimera (the “Audit Firm”), which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such records as may be reasonably necessary to verify the accuracy of Alimera’s reports of Net Revenues, Gross Revenues, Royalties and Third Party Consideration as provided herein.

  • If the cash equivalent value (with the value of any non-cash consideration determined in accordance with Section 2(4)) of any Third Party Offer (the “Third Party Consideration”) exceeds $60,000,000 then ROFR Holder (or another Sprott Entity designated by ROFR Holder for this purpose) shall have the right to buy a percentage interest of the Mineral Interest equal to the percentage that $60,000,000 is to the Third Party Consideration (the “Proportionate Mineral Interest”).

  • If the Third Party Consideration equals or is less than $60,000,000 then ROFR Holder (or another Sprott Entity designated by ROFR Holder for this purpose) shall have the right to buy the entire Mineral Interest subject to the Third Party Offer.

  • Notwithstanding anything to the contrary expressed or implied herein, Parent shall control all claims relating to any Third Party Consideration Claim, Taxes and all claims relating to any Compound, Contingent Payment Product or intellectual property of the Company or any of its Affiliates or Subsidiaries.

  • The Parties hereto agree that notwithstanding the Amendment Effective Date: (a) Alimera shall begin paying Royalties to pSivida under Section 5.1 for Net Revenues and Third Party Consideration earned or received beginning July 1, 2017 and (b) Alimera shall not be obligated to make the Net Profit Payment under Section 6.5.1(b) of the First A&R Agreement for the period from July 1, 2017 to the Amendment Effective Date.


More Definitions of Third Party Consideration

Third Party Consideration has the meaning specified in Clause 6.03(h);
Sample 1
Third Party Consideration means any form of consideration to the extent that it is not included in Net Revenues (including any non-royalty consideration, milestone consideration, sales-based revenue and amounts paid for equity securities that exceed the fair market value of such securities), earned by Alimera or its Affiliates in connection with a sublicense agreement or other agreement that Alimera or its Affiliates enters into with a Third Party to sublicense, sell or otherwise transfer some or all of Alimera’s rights to a Product that are granted to it under this Agreement, including, but not limited to, marketing rights and/or distribution rights provided that (a) if listed on a national exchange, the fair market value of such securities shall equal the per share fair market value of such securities as listed on the national exchange through which such securities are publicly traded, or (b) if not listed on a national exchange, the fair market value of such securities shall be determined by mutual agreement of the Parties, and if the Parties fail to reach such mutual agreement, the matter shall be resolved by arbitration in accordance with Section 11.8.2 herein. Third Party Consideration shall not include any form of consideration earned by Alimera or its Affiliates for a Change of Control or reimbursement or payment for services or expenses to Alimera or its Affiliates. Third Party Consideration shall also not include amounts received by Alimera or its Affiliates for Product samples or Product provided for clinical trials approximately at or below cost In the event that Alimera or its Affiliates provides Product samples or Product for clinical trials and the amounts paid or reimbursed to Alimera or its Affiliates by Third Parties for such Product samples or Product for clinical trials that is not reported in Net Revenues exceeds $25,000 in a calendar quarter, then Alimera shall prepare a report to pSivida that details such amounts paid or reimbursed and its calculation.
Sample 1
Third Party Consideration has the meaning specified in Section 6.1(d) hereof.
Sample 1
Third Party Consideration means any consideration or Third-Party Payment, in any form, received by Napo from any Third Party to whom Napo grants a license or sublicense, or with whom Napo partners (e.g., via a collaboration, joint venture or distribution or similar arrangement) in respect of, or sells or otherwise transfers any of the Transferred Assets, including the following:
Sample 1
Third Party Consideration means the aggregate cash consideration (or, if some or all of the consideration is not cash, the aggregate cash consideration plus such value as KPMG or such other expert as the parties may agree, attributes to such non-cash consideration) received, directly or indirectly, by Xxxxxx Xxxxxxx or its affiliates (or, where relevant, the amount of any cash distribution, or if some or all of the distribution is not cash, such amount as KPMG or such other expert as the parties may agree, is attributable to such non-cash distribution received, directly or indirectly, by Xxxxxx Xxxxxxx or its affiliates in the event of a Disposal, an Asset Realisation or a Liquidation pursuant to Clause 10) including, for the avoidance of doubt, the assumption of any debt, on a Disposal in Euros (converted at the spot rate on the day of receipt if in another currency) less Xxxxxx Xxxxxxx’x reasonable estimate of any tax payable on such consideration or any tax which would have been payable on such consideration but for the use or set-off of any relief, loss or credit less any output VAT due in relation to the Disposal;
Sample 1
Third Party Consideration means the aggregate cash consideration realised, directly or indirectly, by AIL or its Affiliates in the event of a Disposal, an Asset Realisation or a Kabel Liquidation pursuant to Clauses 6 or 7, as applicable, net of AIL’s (or any of its Affiliates’) properly documented reasonable brokerage costs and any incurred, or if not yet incurred, AIL’s (or any of its Affiliates’) reasonable estimate of withholding tax, stamp duty, notarial fees, and any other taxes payable on such consideration or any tax which would have been payable on such consideration but for the use or set-off of any relief, loss or credit less any output VAT by AIL (or any of its Affiliates), as relevant, due in relation to the Disposal, Asset Realisation or Kabel Liquidation or any other properly documented reasonable costs or out-of-pocket expenses incurred or payable in connection with such Disposal, Asset Realisation or Kabel Liquidation to the extent such amounts have not already been reimbursed by Liberty as expenses.
Sample 1

Related to Third Party Consideration

  • Third Party Consent means any Consent of a Person other than a Governmental Authority.

  • Third Party Consents shall have the meaning set forth in Section 8.3.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • Third Party Payment means payment through an instrument issued from a bank account other than that of the beneficiary investor. In case of payments from a joint bank account, the first named investor/holder of the mutual fund folio has to be one of the joint holders of the bank account from which payment is made.

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • Third Party Contract means a contract between Metrolinx and any other Person which is in any way related to, impacts or is impacted by the Services and/or the Consultant’s acts or omissions, whether expressly identified to the Consultant or not.

  • Third Party Payments means the payment made through instruments issued from an account other than that of the beneficiary investor mentioned in the application form. However, in case of payments from a joint bank account, the first named applicant/investor has to be one of the joint holders of the bank account from which payment is made.

  • Third Party Costs means all such third party costs (including legal and other professional fees) in respect of each service as a Party reasonably and properly incurs in the proper performance of its obligations under this Agreement and as agreed by the Partnership Board.

  • Third Party Content means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any Oracle-provided tools.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Third Party Royalties means any royalties or license fees owing to a Third Party attributable to the manufacture, use or sale of Products and in consideration of a license under any patent which such Product would otherwise infringe.

  • Third Party Purchaser has the meaning set forth in Section 3.1(a).

  • Third Party Equipment has the meaning given such term in Section 4.8 of this Agreement.

  • Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.

  • Third Party Contractor as used in the Student Data Protection Act and “Operator” as used in COPPA. De-Identified Information (DII): De-Identification refers to the process by which the Contractor removes or obscures any Personally Identifiable Information (“PII”) from Education Records in a way that removes or minimizes the risk of disclosure of the identity of the individual and information about them.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Third Party Vendor means any person or entity that provides SaaS, third party software and/or related intellectual property. “Work” means any additional work the Customer requests Singtel to perform in relation to the Service.

  • Third Party Components means software and interfaces, licensed by RIM from a third party for incorporation into a RIM software product, or for incorporation into firmware in the case of RIM hardware products, and distributed as an integral part of that RIM product under a RIM brand, but shall not include Third Party Software.

  • Elan means Elan Corp and its Affiliates.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Third Party Proceeds shall have the meaning set forth in Section 8.9(a).

  • Third Party Funds means any segregated accounts or funds, or any portion thereof, received by Borrower or any of its Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon Borrower or one or more of its Subsidiaries to collect and remit those funds to such third parties.

  • Third Party Licenses has the meaning set forth in Section 2.4.

  • Third Party Data has the meaning set forth in Section 9.3(a).