Upstream Party definition
Examples of Upstream Party in a sentence
Each Party's rights under this Article 11 with respect to the Prosecution and Maintenance, enforcement, and defense of any Patent that is licensed from a Third Party shall be subject to the rights retained by such Upstream Party with respect to such Patent.
Such payments shall be made, in Company’s discretion, either to Company or directly to the applicable Upstream Party, as provided in Section 7.10 below.
Each Seller has, and each Upstream Party has full legal right, power and authority to enter into and perform its obligations under this Agreement and under the other agreements and documents (the "Seller Transaction Documents") required to be delivered by it prior to or at the Closing.
With respect to royalties and milestones, such records shall include adjustments as needed to meet International Financial Reporting Standards and be in sufficient detail to support calculations of royalties and milestones due to Company or paid to any Upstream Party pursuant to Section 7.10.
All payments made pursuant to this Agreement, including to an Upstream Party, shall be made in U.S. Dollars by electronic transfer in immediately available funds via a bank wire transfer to such bank account designated by a Party, or to the Upstream Party designated by Company.
The execution, delivery and performance by each applicable Seller and each Upstream Party, as the case may be, of this Agreement and the Seller Transaction Documents has been duly authorized by all necessary action by each applicable Seller and Upstream Party, as the case may be.
Subject to the rights of the applicable Upstream Party, Company shall have the first right, but not the obligation, to institute any Proceedings against such alleged infringers at Company’s sole cost and expense.
Licensee shall make the corresponding non-refundable, non-creditable payment amount set forth below no later than fifteen (15) Business Days from receipt of the relevant invoice issued by Company following notice of such achievement, which amount shall be deemed payment in part in respect of the milestone payment due to the applicable Upstream Party.
Should Company decide not to institute any Proceeding against such alleged infringers within ninety (90) days from Company’s receipt of notice from Licensee or from the Company’s knowledge of the infringement (whichever occurs first) then subject to the rights of the applicable Upstream Party, Licensee shall have the right, but not the obligation, to institute any Proceedings against such alleged infringers at Licensee’s sole cost and expense.
Neither the Partnership, any Seller nor any Upstream Party shall assign this Agreement or any rights hereunder, or delegate any obligations hereunder, without prior written consent of Buyer, except that any Seller may direct that its portion of the purchase price be paid to any other person and may assign to such person its right to receive the same; provided that any such assignment shall be subject to all offset rights of Buyer pursuant to this Agreement.