Other Third Party Payments Sample Clauses

Other Third Party Payments. For clarity, subject to [***], [***] will be responsible for paying [***] all royalties and other payments owed by [***] in performing work under this Agreement, including [***] any payments due to Third Parties under agreements [***] (e.g. [***]).
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Other Third Party Payments. TESARO will have the right to deduct from royalties otherwise payable to OPKO under Section 4.4 (after application of the deductions set forth in Section 4.7), fifty percent (50%) of Third Party Payments, provided that in no event will the royalty payable to OPKO on Net Sales of Licensed Product be reduced as a result of application of this paragraph, to less than fifty percent (50%) of the amount otherwise payable under Section 4.4, as reduced by Section 4.7. Amounts available for offset under this Section and not used as a credit against royalties in the period incurred may be carried over to future periods until fully utilized.
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Other Third Party Payments. Subject to Section 10.6.9, with respect to Third Party Patent Rights not referenced in the Disclosure Letter or Third Party Patent Rights referenced in the Disclosure letter that are not granted as of the Effective Date, and subject to compliance with the procedures of Section 10.6.4 in the event Genmab seeks and obtains an FTO License under such Third Party Patent Rights and is required to make any payments (milestone, royalties or other payments, including settlement payments) to one or more Third Party licensors to obtain such license, then royalties due to CureVac for the respective Product shall be reduced by [*****] of the amount of such Third Party licensor payments payable by Genmab until Genmab has been reimbursed in full for [*****] of all such payments. For clarity, subject to Section 10.6.9, Genmab shall also have the right to reduce royalties to CureVac by [*****] of any payments made by Genmab to CureVac under Section 2.8 with respect to any Third Party IP of the type the subject of this Section 10.6.6. The Parties acknowledge and agree that this mechanism for deduction of Third Party payments does not imply in any way that the Third Party Patent Rights referenced in the Disclosure Letter may constitute any risk with respect to freedom to operate.
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Other Third Party Payments. COBI will be responsible for all amounts payable to Third Parties, to the extent not already covered by Sections 4.8(a), (b) or (c) for rights necessary, in COBI’s reasonable opinion, to develop, manufacture, use, sell or otherwise commercialize Licensed Product in the Field. COBI will have the right to deduct from royalties otherwise payable to AVEO under Section 4.5, [**] percent ([**]%) of Third Party Payments made under this Section in the relevant period, provided that, except under the circumstances described in the first sentence of Section 4.8(c)(iv), in no event will the royalty payable to AVEO on Net Sales of Licensed Product be reduced as a result of the aggregate effect of the application of this paragraph and the deductions under Sections 4.5(b), 4.7, 4.8(a) and 4.8(c), to less than [**] percent ([**]%) of the royalty amounts calculated at the rates set forth in Section 4.5(a).
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Other Third Party Payments. Subject to PFIZER’s obligations in Section 5.1.5, LICENSEE shall be solely responsible for all up-front payments, milestones, royalties and other payments that become due to any Third Party as a result of, or in connection with, the Development, Commercialization or Use of the Products and/or LICENSEE’s exercise of its rights or performance of its obligations hereunder.
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Other Third Party Payments. In the event that Eisai or any of its Affiliates (A) determines, after reasonable discussion and consultation with Company, that Patent Rights, Know-How or other intellectual property rights owned or Controlled by a Third Party should be licensed or acquired because such rights are necessary in order to Develop, Manufacture, use or Commercialize an Eisai Collaboration Product in the Commercial Territory or (B) shall be subject to a final court or other binding order or ruling requiring any such payments, including the 132539616_1 payment of a royalty to a Third Party in respect of sales of such Eisai Collaboration Product in the Territory, then, in each case, (1) any such Third Party license or other agreement that Eisai enters into with respect to such rights and any such ruling or order shall be deemed a Third Party License and the rights obtained by Eisai thereunder shall be included as Eisai Technology licensed to Company hereunder and (2) any and all amounts payable to such Third Parties as a result of the exercise or reasonably planned exercise of such rights shall be deemed Out-of-Pocket Costs and allocated in the manner set forth in Exhibit 8.9, provided that (x) any such amounts payable that are incurred with respect to any active ingredient in a Combination Product that is not Eisai Collaboration Molecule or any drug or therapy used for Co-Administration with Eisai Collaboration Molecule that is not an Eisai Collaboration Product in each case shall not be Out- of-Pocket Costs, including any such amounts payable for the acquisition of such rights, (y) any monetary upfront payments payable to such Third Party for entering into such agreements shall be deemed Out-of-Pocket Costs if and when Eisai incurs a milestone or royalty payment obligation that results from the exercise or reasonably planned exercise of such rights by either Party, and (z) for any one-time payments made to Third Parties that are treated as an Out-of-Pocket Cost in full at the time of such payment, Eisai shall not include the amortization expense for such one-time payment as an Out- of-Pocket Cost to avoid double counting.
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Other Third Party Payments. Ciphergen will be solely responsible for any obligations pursuant to Section 6.4(b), Section 6.4(c) or Section 6.4(d) hereof that do not accrue with each performance of a Licensed Laboratory Test or each sale of a Test Kit (such as an up-front, lump sum, and regular periodic payments not tied to the individual performances of any Licensed Laboratory Test or the individual sale of any Test Kit) (“Other Third Party Payment”).
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Other Third Party Payments will have the right to deduct from **** payable to **** under Section 4.4 (after application of the deductions set forth in Section 4.7), **** of Third Party Payments, provided that in no event will the royalty payable to OPKO on Net Sales of Licensed Product be reduced as a result of application of this paragraph, to less than **** of the amount otherwise payable under Section 4.4, as reduced by Section 4.7. Amounts available for offset under this Section and not used as a credit against royalties in the period incurred may be carried over to future periods until fully utilized.
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Other Third Party Payments 
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Related to Other Third Party Payments

  • Third Party Payments Neither the Advisor nor any of its officers, directors, employees or stockholders shall receive any commissions, compensation, remuneration or payments whatsoever from any broker with which the Company carries an account for transactions executed in the Company’s account. The parties acknowledge that a familial relationship of any of the foregoing persons may receive floor brokerage commissions in respect of trades effected pursuant to the Advisor’s Trading Approach on behalf of the Company, which payment shall not violate the preceding sentence.

  • Reimbursement from Third Party Payors The accounts receivable of Holdings, the Borrower and the Restricted Subsidiaries have been and will continue to be adjusted to reflect the reimbursement policies required by all applicable Requirements of Law and other Third Party Payor Arrangements to which Holdings, the Borrower or such Restricted Subsidiary is subject, and do not exceed in any material respect amounts the Borrower or such Restricted Subsidiary is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to usual charges. All xxxxxxxx by Holdings, the Borrower and each Restricted Subsidiary pursuant to any Third Party Payor Arrangements have been made in compliance with all applicable Requirements of Law, except where failure to comply would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. There has been no intentional or material over-billing or over-collection by the Borrower or any Restricted Subsidiary pursuant to any Third Party Payor Arrangements, other than as created by routine adjustments and disallowances made in the ordinary course of business by the Third Party Payors with respect to such xxxxxxxx.

  • Payments to Third Parties Except as expressly set forth herein, each Party shall be solely responsible for any payments due to Third Parties under any agreement entered into by such Party with respect to the Licensed Product, as a result of activities hereunder.

  • THIRD PARTY PAYORS Company, Shareholders and each licensed professional employee or independent contractor of Company has timely filed all claims or other reports required to be filed with respect to the purchase of services by third-party payors, and all such claims or reports are complete and accurate, and has no liability to any payor with respect thereto. There are no pending appeals, overpayment determinations, adjustments, challenges, audit, litigation or notices of intent to open Medicare or Medicaid claim determinations or other reports required to be filed by Company, any Shareholder and each licensed professional employee of Company. Neither Company, nor any Shareholder, nor any licensed professional employee of Company has been convicted of, or pled guilty or nolo contendere to, patient abuse or negligence, or any other Medicare or Medicaid program related offense and none has committed any offense which may serve as the basis for suspension or exclusion from the Medicare and Medicaid programs or any other third party payor program. With respect to payors, Company, Shareholders and Company's licensed professional employees has not (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failed to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) violated any applicable state anti-remuneration or self-referral statutes, rules or regulations.

  • Received From Third Party Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund’s custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Requests to Transfer Information to Third Parties In the event that the Fund, other than pursuant to a Standard Procedure, whether by Written Instructions, Fund Communications or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, any information in the BNYM System: BNYM may decline to provide the information requested on the terms contained in the request due to legal or regulatory concerns, transmission specifications not supported by BNYM, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, as the case may be, provided BNYM does not commit Liable Conduct when executing the express instructions of the written information transfer request; BNYM shall be entitled to the indemnification provided for at Section 12 pursuant to clause (b) in connection with the activities contemplated by any such written information transfer request, including for the avoidance of doubt third party claims; and BNYM may conclusively presume without a duty of independent verification that the Fund has received all applicable third party authorizations.

  • Consents of Third Parties All consents or approvals required to be obtained by the Vendor for the purpose of selling, assigning or transferring the Claims have been obtained, provided that this condition may only be relied upon by the Vendor if the Vendor has diligently exercised its best efforts to procure all such consents or approvals and the Purchaser has not waived the need for all such consents or approvals.

  • RECOVERY FROM THIRD PARTIES 6.1 Where the Sellers have paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for Taxation and the Buyer, the Company is or becomes entitled to recover from some other person (not being the Buyer, the Company or any other company within the Buyer’s Tax Group), any amount in respect of such Liability for Taxation, the Buyer shall or shall procure that the Company shall:

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