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Post-termination Services | Licensee shall keep proper records and books of account concerning the reproduction and sublicensing of the Licensed Products that are adequate to determine the amount of fees owed to Licensor and Licensee shall preserve such records and books in a safe place for a period of five (5) years following termination of this Agreement. |
Post-termination Services | MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement. |
Post-termination Services | In the event that PB terminates this Agreement pursuant to this Section 14.2.8.2, then, if PB elects to continue development of the Product and obtains Regulatory Approval following such termination, in exchange for purchasing the Trial Data Package including the Research Results included therein as set forth in Section 11.1.1.4, PB shall remain obligated to pay to SFJ any Approval Payments that become due and payable pursuant to ARTICLE 6 at such time that such payments become due and payable (if ever) pursuant to ARTICLE 6 (except to the extent of the amount of any Buy-Out Payment paid by PB pursuant to Section 6.7), provided that such Approval Payments (or Buy-Out Payment, as applicable) shall be (A) adjusted as set forth in Section 6.2, and (B) reduced by the amount of all documented out-of-pocket expenses incurred by or on behalf of PB as a result or arising out of such violation by SFJ or any of its Representatives (including any and all amounts paid by PB as penalties or fines for such violation, in settlement of legal or administrative proceedings relating to such violation, or otherwise). |
Post-termination Services | TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name "Brett Ogle," or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination. |
Post-termination Services | The Professional acknowledges that she will have a right, pursuant to and under the |
Post-termination Services | iv) Any such communications will be subject to Excite@Home's then-current privacy policy. |
Post-termination Services | Upon termination or expiration, this Agreement and all rights granted hereunderto you will forthwith terminate, and:
<omitted>
K. We will have the right (but not the duty), to be exercised by notice of intent to do so within sixty (60) days after termination or expiration, to purchase for cash any or all assets of the Franchised Restaurant, including leasehold improvements, equipment, supplies, and other inventory, advertising materials, and all items bearing the Marks, at your cost or fair market value, whichever is less. |
Post-termination Services | Developing, together with the Publishers, a plan for the orderly transition of Services ("Transition Plan") then being performed by HealthGate from HealthGate to the Publishers or such successor provider of Services. |
Post-termination Services | If this Agreement is terminated or expires in accordance with this Section 15 (other than termination by the Company in the event of an uncured material breach by MBE), then MBE shall have a period of up to twenty-four (24) months from and after the date of such termination, to make arrangements with respect to the conversion of the Service to a non-Company manifest system (the "Termination Period"). |
Post-termination Services | <omitted> |
Post-termination Services | If Green Cross terminates this Agreement pursuant to Section 16.3: <omitted> (ii) Notwithstanding anything to the contrary, MacroGenics shall continue to provide Green Cross, for up to ***, the Products (including, without limitation, all MGAH22), at the request of Green Cross in accordance with the terms of Section 6.2; |
Post-termination Services | In the event that SFJ terminates this Agreement pursuant to this Section 14.2.9, then in exchange for purchasing the Trial Data Package including the Research Results included therein as set forth in Section 11.1.1.4, PB shall pay to SFJ, within [***] of the date of termination, an amount equal to all Development Costs paid or incurred by SFJ as of the date of termination. |
Post-termination Services | Each party shall keep accurate and complete books and records as they relate hereto for the greater of three years from the Effective Date or two years from the termination or expiration of the Term. |
Post-termination Services | EKR shall maintain and shall procure the maintenance of accurate and up to date records and books of account showing the quantity, description and value of the Products supplied in each country of the Territory during the previous six (6) Calendar Years. |
Post-termination Services | Upon termination, Consultant agrees to perform the necessary information transfer required at the time. |
Post-termination Services | In the event this Agreement expires or is terminated for any reason other than a breach by Eutectix, Liquidmetal shall purchase from Eutectix existing raw material inventory at the purchase price (including delivery charges) paid by Eutectix to its suppliers in connection with the Orders accepted by Eutectix hereunder. |
Post-termination Services | In the event that (a) TouchStar terminates this Agreement in accordance with any one or more of the provisions of Section 8.2 or (b) Reseller elects not to enter into a new agreement with TouchStar pursuant to Section 8.1, Reseller shall refer to TouchStar or TouchStar's designee all inquiries and orders received by Reseller pertaining to the purchase of Support Services. |
Post-termination Services | Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). |
Post-termination Services | RevMed shall pay Sanofi such royalties until the earlier of (x) expiration of the Post-Termination Royalty Term therefor and (y) a Change of Control of Sanofi. |
Post-termination Services | With regard to Termination Products in countries for which the licenses to Sanofi are terminating, Sanofi shall provide the following transitional assistance, with costs allocated as set forth below |
Post-termination Services | In the event that Manufacturer or any of its Affiliates, directly or indirectly, sells, assigns, leases, conveys, transfers or otherwise disposes of any Facility (a “Facility Disposition”), then Manufacturer shall immediately notify Customer of such event and Customer shall be entitled for a period of six (6) months after the receipt of such notice to terminate any Facility Addendum with respect to such Facility for cause immediately upon written notice to Manufacturer and, in the event Customer decides not to terminate the Facility Addendum for cause, Customer shall be entitled for a period of two (2) years (or such longer period in order to obtain approval for manufacture from all applicable Governmental Authorities) after <omitted> receipt of such notice to receive Technical Support at Manufacturer’s sole cost to enable Customer to orderly transfer production of affected Product or Products to a Customer facility or an alternative facility as designated by Customer; provided that Manufacturer shall notify Customer of any proposed or planned Facility Disposition by Manufacturer or any of its Affiliates as soon as reasonably practicable and in any event no later than the date that is three (3) months prior to the effective date of such Facility Disposition. |
Post-termination Services | Any portions of this Agreement necessary to balance receipts and deliveries under this Agreement as required by the FTS/ITS Rate Schedule, shall survive the other parts of this Agreement until such time as such balancing has been accomplished. |
Post-termination Services | (a) Inktomi may require Microsoft to pay to Inktomi, in [*] immediately following the effective termination date, an amount equal to [*] ([*]) of all outstanding principal, interest and other amounts owed or owing to Microsoft by Inktomi on the date of termination under the Loan Agreement (and outstanding Promissory Notes issued thereunder); or |
Post-termination Services | (a) the Supplier may buy from the Distributor all or any stocks of Products for the current market value for those Products. The Distributor must deliver such Products to the Supplier within 14 days of receiving the Supplier's notice, and the Supplier must pay for the Products in full within 30 days of their delivery. The Supplier shall be responsible for the costs of packaging, insurance and carriage of the Products; or |
Post-termination Services | Termination of one or more Study Orders will not automatically result in the termination of this Agreement or termination of any other Study Orders. |
Post-termination Services |
not yet rendered. |
Post-termination Services | Upon the expiration or termination of either the Lease or the Franchise Agreement, Landlord will cooperate with and assist us in gaining possession of premises and if bw-3 does not elect to take an assignment of the Lessee's interest, Lessor will allow bw-3 to enter the Premises, without being guilty of trespass and without incurring any liability to Lessor, to remove all signs, awnings, and all other items identifying the Premises as a Franchised Restaurant and to make such other modifications (such as repainting) as are reasonably necessary to protect the bw-3 marks and system, and to distinguish the Premises from Franchised Restaurants. |
Post-termination Services | The insurance policies will be under an occurrence form, but if only a claims-made form is available to a Party, then such Party will continue to maintain such insurance after Expiration or the termination of this Agreement for a period of [***] ([***]) years following the end of the Term. |
Post-termination Services | Upon the expiration or termination of either the Lease Agreement or the Franchise Agreement (attached), Lessor will cooperate with and assist Franchisor in securing possession of the Premises and if Franchisor does not elect to take an assignment of the Lessee’s interest, Lessor will allow Franchisor to enter the Premises, without being guilty of trespass and without incurring any liability to Lessor, to remove all signs, awnings, and all other items identifying the Premises as a Franchised Business and to make other modifications (such as repainting) as are reasonably necessary to protect The Joint marks and system, and to distinguish the Premises from a Franchised Business. |
Price Restrictions | Source: UPJOHN INC, 10-12G, 1/21/2020 |
Price Restrictions | In the event that Customer elects to extend the Initial Term of the Agreement or of a Facility Addendum, the Price for each applicable Product in any Extension Period shall be one hundred percent (100%) of Manufacturer’s Standard Product Materials Cost plus one hundred and ten percent (110%) of Manufacturer’s Standard Conversion Cost of such Product, each for the initial Fiscal Year of the first Extension Period with respect to such Product. |
Price Restrictions | VOTOCAST expressly reserves the right to change its rates charged hereunder for the Services during any Renewal Term (as detined herein) but agrees that rates may not increase by more than ten percent (10%) during any Renewal Term. |
Revenue-Profit Sharing | LeadersOnline shall pay VerticalNet *** percent (***%) of LeadersOnline- VerticalNet Revenue, payable to VerticalNet on or before the fifteenth day of the calendar month immediately following the month in which <omitted>
such revenue was received by LeadersOnline. |
Revenue-Profit Sharing | Except as set forth in Section 10.6.4 [ADVERTISING REVENUE], during the Term, VerticalNet shall not share any revenue derived from advertisements hosted on any VerticalNet Site with Neoforma; provided, however, that if Neoforma brings VerticalNet a Qualified Ad Lead (as defined below) for a new customer that turns into a sale of advertising on a VerticalNet Medical Online Community, VerticalNet shall pay to Neoforma a commission of [*] of the Net Advertising Revenue resulting from such sale of advertising. |
Revenue-Profit Sharing | For that portion of aggregate Net Sales of each Licensed Product[***] [***] |
Revenue-Profit Sharing | For that portion of aggregate Net Sales of each Licensed Product[***] [***] |
Revenue-Profit Sharing | The revenue share that TELKOM shall pay to SAP AFRICA shall be 10%. |
Revenue-Profit Sharing | As consideration for JHU’s grant of a License to Company under this Agreement, Company shall pay to JHU a license fee, cash and equity, as set forth in Exhibit A within thirty (30) days of the EFFECTIVE DATE. |
Revenue-Profit Sharing | COMPANY shall pay an annual EARNED ROYALTY as follows: 2.1.1 Four percent (4%) of the sum of NET REVENUES. |
Revenue-Profit Sharing | If GSK is not selling a LABA/ICS Combination Product, then the royalty set forth in Section 6.3.1 shall apply to the first Other Combination Product launched by GSK, provided such Other Combination Product does not contain a product in-licensed by GSK; if such Other Combination Product contains a product in-licensed by GSK, then the royalty payable to Theravance will be reduced by 50% of any running royalties paid to a Third Party, provided that in no case will the royalty payable to Theravance be less than set forth in this Section 6.3.3. |
Revenue-Profit Sharing | (iii) in the event that at least [***]* but less than [***]* Bounty --- --- Packages shall have been shipped by the MBE Centers during the Measurement Period, the amount of [***]* per Bounty Package shipped via air transportation --- and the amount of [***]* per Bounty Package shipped via ground transportation; --- and |
Revenue-Profit Sharing | The Advertising Cost Compensation depends on the actual sales generated by end users referred via the electronic advertisement (the Affiliate's link). |
Revenue-Profit Sharing | In consideration for the licenses granted hereunder, Company agrees to pay to CSA as follows: a. A [***]in the amount of [***]of Company’s revenues from sales of the Property Training Course and all Products after deductions for VAT, returns, refunds |
Revenue-Profit Sharing | Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. |
Revenue-Profit Sharing | Commission will decrease by .5% effective 10/1/99 as part of a repayment program under a project memorandum dated 4/7/99. |
Revenue-Profit Sharing | (ii) in the event that at least [***]* but less than [***]* Bounty --- --- Packages have been shipped by the MBE Centers during the Measurement Period, the amount of [***]* per Bounty Package shipped via air transportation and the --- amount of [***]* per Bounty Package shipped via ground transportation; --- |
Revenue-Profit Sharing | (i) if the cumulative Net Sales of such Product in such country during such Calendar Quarter are equal to or less than [***] percent ([***]%), but are greater than [***] percent ([***]%), of the Baseline Quarter Net Sales, then the royalty rate will be reduced for such Calendar Quarter by [***] percent ([***]%); and |
Revenue-Profit Sharing | Company will pay Distributor (or its Assignee) Ten Percent (10%) of the Master Distributor Override generated by each Customer Kiosk Location. |
Revenue-Profit Sharing | As reimbursement and payment for FG’s historical and ongoing research and development expenditures with respect to pre-clinical and clinical development of Lead Compounds and as payment for the successful marketing and sales of the Lead Compound(s), Astellas agrees to make the following non-refundable, non-creditable (except as set forth in Section 14.3 below) reimbursement payments to FG upon the first occurrence of the Event specified below. EVENT AMOUNT Upon receipt of [ * ] aggregate annual Net Sales achieved for the first time in the Astellas Territory for all indications and Lead Compounds by Astellas and its Affiliates and Sublicensees. U.S. [ * ] |
Revenue-Profit Sharing | If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***]. |
Revenue-Profit Sharing | STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection. |
Revenue-Profit Sharing | Within twenty (20) days after the end of each Calendar Quarter , GSK shall pay Theravance royalty payments based on Net Sales in such Calendar Quarter during the Term as follows: On total Annual Worldwide Net Sales up to and including U.S. $3 Billion: |
Revenue-Profit Sharing | Fox will remit all VGSL Revenue to Licensee and such VGSL Revenue shall be treated as Gross Receipts for the purpose of this Agreement. |
Revenue-Profit Sharing | b. Par Value is $.0001 per share. |
Revenue-Profit Sharing | The license granted by Licensee pursuant to Section 9.2.2 shall be extended to also include the Development, Manufacture, sale, import or other Commercialization of Licensed Products in the Field in the Territory, and, unless this Agreement is terminated by Bioeq pursuant to pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9, or by Licensee pursuant to Section 15.2.5 (in [***]), such license shall thereafter be royalty-bearing on Bioeq on Net Sales (applied mutatis mutandis as if Bioeq were Licensee, and additionally applying to sales by sublicensees of Bioeq) by Bioeq, its Affiliates, and its sublicensees of Licensed Products in the Field in the Territory which have [***] Licensee Improvement, at [***]. |
Revenue-Profit Sharing | For the Technology Transfer and as applicable for the License granted by NLS to Eurofarma under article 2.1(iii) hereabove, Eurofarma shall pay to NLS royalty payments (the “Royalties”) on the annual Net Sales in the Territory according to the following table: |
Revenue-Profit Sharing | Spin agrees to pay Nettaxi a 5% commission of the gross sales price on all transactions. |
Revenue-Profit Sharing | As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to PPI a royalty (“Royalty”) equal to (a) $[**] for each [**] mg Vial of Product sold during the Term and $[**] for each [**] mg Vial of Product sold during the Term (the “Minimum Royalty”) plus (b) an additional [**]% of any post Effective Date incremental price increase implemented by EKR over the Current Base Price of $[**] for the [**] mg Vial and $[**] for the [**] mg Vial (the “Additional Royalty”); provided, however, that Additional Royalty shall not be payable to the extent that the sum of (i) the Minimum Royalty and Additional Royalty payable hereunder and (ii) the Supply Price (as defined in the Supply Agreement) shall at any time during the Term exceed [**] percent ([**]%) of the net average selling price of the Product (the “Royalty Cap”); provided, however, that the Royalty Cap shall be [**] percent ([**]%) of the net average selling price of the Product during certain periods as described in Section 6.3(e) above. |
Revenue-Profit Sharing | After Fox or its assigns deducts its Distribution Fee, it shall remit the remainder to Licensee and Licensee shall pay to Fox or its assigns or such other party as Fox or its assigns may designate in writing, Royalties in the amounts set forth in the Agreement or this Amendment. |
Revenue-Profit Sharing | b. Par Value is $.0001 per share. |
Revenue-Profit Sharing | VerticalNet will pay Neoforma [*] of the Training and Education Gross Margin. |
Revenue-Profit Sharing | (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which Capital Resources' compensation shall be pursuant to sub-paragraph (ii)) and excluding shares sold to the Association's Employee Stock Ownership Plan, directors, officers or employees and any member of such person's immediate family (defined to include children, spouse, parents, grandparents and grandchildren)Õæ |
Revenue-Profit Sharing | (i) Major Releases: |
Revenue-Profit Sharing | provided, that, for clarity, on a country-by-country and Product-by-Product basis, there will be no royalty rate reduction with respect to a given country and Product pursuant to this Section 7.3.2(c) with respect to the initial [***] ([***]) consecutive Calendar Quarter periods during which Generic Product entry with respect to such Product and such country is being established.
<omitted>
(d) Royalty Floor. Notwithstanding any provision set forth in this Agreement to the contrary, none of the permitted reductions to royalties provided in this Section 7.3.2 will reduce any royalty payment payable in a given Calendar Quarter with respect to Net Sales of any Product in any country during the Royalty Term by more than [***] percent ([***]%) of the royalties otherwise owed to Xencor pursuant to Section 7.3.1. |
Revenue-Profit Sharing | If Oxbow makes the Lima Investment: (i) Oxbow will receive four percent (4%) of the Lima Project’s pre-tax project cash flow after debt service and operation and maintenance (“O&M”) expenses. The Lima Project Company’s obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and
<omitted>
(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy’s affiliate, Gasification Engineering Corporation, Inc. (“GEC”) related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent). |
Revenue-Profit Sharing | In the event that Dassault Systemes opts to host the Co-Branded Service pursuant to Section 4.7 [Change of Hosting] herein they shall become the Billing Party and all Net Revenue derived from sales of the Co-Branded Service shall be apportioned [***] percent ([***]%) to Dassault Systems and [***] percent ([***]%) to PlanetCAD. |
Revenue-Profit Sharing | Thereafter (and for the remainder of the Term), Fox shall earn and Licensee shall pay to Fox Royalties at the rate of ***** percent (*****%) of Licensee’s gross receipts from Licensee’s sale, license, distribution or other exploitation of the Wireless Products derived from the respective Targeted Release. |
Revenue-Profit Sharing | Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies. |
Revenue-Profit Sharing | For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. |
Revenue-Profit Sharing | Such royalty payment shall be payable to Pfizer within thirty (30) days of the end of each Calendar Quarter. |
Revenue-Profit Sharing | In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products. |
Revenue-Profit Sharing | (6) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;
<omitted>
(7) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%; |
Revenue-Profit Sharing | In full consideration for the rights granted --------------------- by NETTAXI, SpinRecords.com agrees to pay NETTAXI fifty (50%) percent of ad revenue at an average rate no lower then $6.50 per one thousand impressions (CPM) payable to NETTAXI which results when the SpinRecords.com Advertising Revenue is multiplied by SpinRecords.com's AR Share. |
Revenue-Profit Sharing | As additional consideration, the Corporation shall issue to the Agents that number of compensation options (the “Compensation Options”) equal to 3.5% of the number of Offered Shares sold pursuant to the Offering. |
Revenue-Profit Sharing | Year Advertising Services Intangible Rights ---------------------------------------------------------------------------------------------- 1 [***] [***] ---------------------------------------------------------------------------------------------- 2 [***] [***] ---------------------------------------------------------------------------------------------- 3 [***] [***] ---------------------------------------------------------------------------------------------- |
Revenue-Profit Sharing | Should Fox or its assigns choose to distribute the Wireless Products through Fox’s and its assigns’ direct-to-consumer distribution channels, Fox or its assigns shall deduct a percentage of Fox’s Gross Receipts (defined as monies received by or credited to Fox or its assigns from Fox’s or its assigns’ direct-to-consumer distribution channels, for the download of the Wireless Products by end users, or the sale or download of Wireless Products to end users) collected from the sale of such Wireless Products (“Distribution Fee”) in the amount of ***** percent (*****%) of Fox’s Gross Receipts. |
Revenue-Profit Sharing | 9.0 % Net Sales exceeding U.S.$2.25 Billion |
Revenue-Profit Sharing | In lieu of PACIFICAP ENTERTAINMENT granting a 10 year Exclusive Content License to THE HENRY FILM AND ENTERTAINMENT CORPORATION, THE HENRY FILM ANDENTERTAINMENT CORPORATION agrees to share 10% of the net revenue from any and all advertising sales, Syndication Fees and Licensing fees generated from all television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips, Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters, created and or produced with any content provided by PACIFICAP ENTERTAINMENT. |
Revenue-Profit Sharing | In consideration for the intangible rights granted hereunder, for each Year in which the Spoken-Word Audio Sub-Section (including the Mirror Company Site) generates revenue of at [***] (the "Revenue Threshold"), Company will pay ACSI a royalty equal to [***] of all revenues generated from the Spoken-Word Audio Sub-Section (including, for the avoidance of doubt, any revenue received by Company from any Company customer who first links to the Mirror Company Site from the Spoken-Word Audio Sub-Section and who later accesses the Company Site directly) in excess of Revenue Threshold (the "Royalties") for each Year of the Term. |
Revenue-Profit Sharing | As of the date of this Agreement, the current required contribution to the Ad Fund is one percent (1%) of the gross revenues of the Franchise. |
Revenue-Profit Sharing | Notwithstanding the foregoing, Online BVI shall be entitled to receive 50% of all Adjusted Net Revenue, in lieu of the Company’s right to be paid hereunder, in the event that (A) this Agreement remains in effect, (B) Online BVI assumes the obligations of the Company hereunder, and (C) (i) the Deed is terminated pursuant to the terms thereof, or (ii)) the Company is being or has been wound up, liquidated or dissolved. Unless otherwise mutually agreed by the Parties in writing, the Company and Online BVI shall provide for, or make available, the payment methods, fraud prevention mechanisms, and other services related to the receipt of payments in connection with SkypeOut, SkypeIn or Skype Plus services provided through the Company-Skype Branded Application or Company-Skype Branded Web Site (“Payment Services”), in each case as shall be previously approved in writing by Skype, which approval may be withheld in its sole discretion. |
Revenue-Profit Sharing | After the Initial Term, Neoforma shall pay to VerticalNet commissions equal to [*] of any Medical Products Net Revenues during such Contract Year resulting from (a) any VerticalNet Medical Products Listing or (b) any Neoforma Medical Products Listing for which VerticalNet was the Transaction Origination Party. |
Revenue-Profit Sharing | (a) Within seventy-five (75) days following the end of each month of a calendar year during the Term that "BCF" (as defined below) for such month, when combined with BCF for all prior months during such calendar year (other than any month which is outside the Term) is less than the Minimum BCF, Nexstar shall pay a fee to WYZZ in an amount equal to thirty-five percent (35%) of BCF for such month. Within seventy-five (75) days following the end of each month of a calendar year during the Term that BCF for such month, when combined with BCF for all prior months of such calendar year (other than any month which is outside the Term) is greater than the Minimum BCF, Nexstar shall pay a fee to WYZZ in an amount equal to 50% of BCF for such monthÕæ provided, in the first month of each calendar year in which this sentence applies, the fee with respect to the portion of BCF for such month which, when combined with BCF for all prior months during such year (other than any month which is outside the Term) is exactly equal to the Minimum BCF, shall equal thirty-five percent (35%) of such portion rather than fifty percent (50%). |
Revenue-Profit Sharing | PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue received during the Term for advertisements located on the Third Party Advertising Allocation of the PaperExchange Site. |
ROFR-ROFO-ROFN | Subject to the provisions of Section 8.2, if the Company determines to solicit additional equity financing subsequent to exercise of the Option but prior to Commencement of Production (hereinafter defined) at the El Aguila project, it shall provide written notice to that effect to HOC and HOC shall be entitled to exclusively provide such financing upon the terms and conditions hereinafter set forth. |
ROFR-ROFO-ROFN | The party proposing the Transfer (the “transferor”) must obtain a bona fide, executed written offer (accompanied by a “good faith” earnest money deposit of at least five percent (5%) of the proposed purchase price) from a responsible and fully disclosed purchaser, and must submit an exact copy of the offer to us. |
ROFR-ROFO-ROFN | Closing of the purchase and sale of the Additional Shares shall take place within ten (10) business days of the delivery of the Option Exercise Notice, such date being referred to as the “Subsequent Closing Date”. |
ROFR-ROFO-ROFN | In addition, and conditional on completion of a transaction on terms set out below, you will be granted a second option under the Option Plan, such option being one of: (a) an option to acquire 44,757 Shares (representing approximately 0.25% of the Company’s issued share capital as at the Effective Date) granted as soon as practicable following the completion of a transaction approved by the Board on terms which include an upfront payment of at least USD30,000,000 and per product downstream milestone payments of at least USD300,000,000; or (b) an option to acquire 22,378 Shares (representing approximately 0.125% of the Company’s issued share capital as at the Effective Date) granted as soon as practicable following the completion of a transaction approved by the Board on terms which include an upfront payment of USD24,000,000 and per product downstream milestone payments of USD240,000,000; or (c) an option to acquire such number of Shares (falling between 0.125% and 0.25% of the Company’s issued share capital as at the Effective Date as the Board shall determine in its absolute discretion) granted as soon as practicable following completion of a transaction approved by the Board on terms which include an upfront payment greater than USD24,000,000 but less than USD 30,000,000, and per product downstream milestone payments greater than USD240,000,000 but less than USD 300,000,000. |
ROFR-ROFO-ROFN | HOC shall give notice (an “Acceptance Notice”) to the Company not later than 5:00 p.m. (Denver time) on the tenth business day following the deemed receipt of any Rights Notice given under paragraph 4.1(c) setting out the number of Additional Securities, if any, which any of HOC Entities intends to subscribe for and purchase and, if applicable, the name and address of HOC Entity whose name in which such securities should be registered, provided that if HOC, acting reasonably, determines that it has insufficient information to make such investment decision, HOC shall notify the Company of the information required to make such investment decision and thereafter shall have the longer of (i) the remainder of the ten (10) Business Days set out in the first sentence of this paragraph; or (ii) two (2) Business Days from the receipt of such additional information to make the investment decision and deliver or refrain from delivering the Acceptance Notice. Notwithstanding the preceding sentence, the Rights Notice shall be deemed to include sufficient information to make such investment decision if it includes the information specified in items (i) to (iv) of Section 4.1(d). If no Acceptance Notice has been provided to the Company within the required time, HOC will be deemed to have elected not to subscribe for or purchase any such Additional Securities. |
ROFR-ROFO-ROFN | In the event that ENERGOUS develops New Product, ENERGOUS will provide DIALOG with written notice describing the New Product before marketing, selling or distributing the New Product with or to any third party. |
ROFR-ROFO-ROFN | During the term of this Agreement, the Licensor shall have the right (the “Right of First Refusal”), for a period (the "Exercise Period") expiring at 11:59 PM (Eastern Time) on the fifth (5th) business day after the giving of written notice by the Licensee that it has received a bonafide offer from a third party to (ii) purchase all or substantially all of the assets of Licensee; or (ii) to engage in a merger or consolidation in which Licensee is not the surviving corporation or in which, if Licensee is the surviving corporation, the owners of Licensee immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, own stock or other securities of Licensee that possess a majority of the voting power of all Licensee's outstanding stock and other securities and the power to elect a majority of the members of Licensee's board of directors. |
ROFR-ROFO-ROFN | Licensee's exercise of the Option is at its sole discretion. Licensee may exercise the Option by written notice to Licensor and Skunkware at any time during the Option Period. |
ROFR-ROFO-ROFN | In addition, and conditional on completion of a transaction on terms set out below, you will be granted a second option under the Option Plan, such option being one of: |
ROFR-ROFO-ROFN | If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (45) days of the commencement of negotiations, Exact shall be free to enter into negotiations and consummate an agreement with any Third Party regarding such Ex-US Commercial Rights; provided that the economic terms of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer. |
ROFR-ROFO-ROFN | If, after the date of this Agreement and continuing as long as either Party is a partner, member, or shareholder of the Operating Company, such Party or any of its Affiliates receives or discovers any opportunity to use Astaxanthin as a Neutraceutical (a "Neutraceutical Opportunity"), including without limitation developing or completing the development of, or discovering, or acquiring proprietary rights over, a product or process that involves the use of Astaxanthin as a Neutraceutical, such Party shall (or shall cause its Affiliate to) present such opportunity to the Operating Company, providing the Operating Company with such narrative description and budgetary and other information as such Party (or its Affiliates) may have generated or gathered to the extent necessary to evaluate such Neutraceutical Opportunity. |
ROFR-ROFO-ROFN | Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen’s board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui’s Right of First Refusal. |
ROFR-ROFO-ROFN | If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares. |
ROFR-ROFO-ROFN | If such sale, transfer or conveyance is not consummated in accordance with the offer and the Terms and Conditions specified in the applicable Offering Notice, the rights of Licensee to an Offering Notice shall be reinstated. No exercise or waiver by Licensee of any of its rights hereunder shall modify, abridge, impair or affect any of Licensee's rights under any of the other terms or provisions of this Agreement. |
ROFR-ROFO-ROFN | If AbbVie notifies Harpoon in writing within [***] after receipt of such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, and be subject to the rights and obligations of, the Proposed Future In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future In-Licensed Rights shall automatically be included in the Harpoon Patents and/or Harpoon Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie’s practice of such intellectual property rights. |
ROFR-ROFO-ROFN | Subject to the restrictions set forth in Section 5.1 of this Agreement and Section 2.3 of the Warrant, in the event any member of the Farids Group proposes to Transfer (other than a Permitted Transfer) (i) a Threshold Block, in a transaction or series of related transactions, that, to the Farids Group’s knowledge (after due inquiry in connection with a private, non-open market transaction) is to a Person whom the Company reasonably determines is a direct or indirect material competitor of the Company or any Affiliate of such Person or (ii) a Significant Block, in a transaction or series of related transactions, that, to the Farids Group’s knowledge (after due inquiry in connection with a private, non-open market transaction) is to a Person whom the Company reasonably determines is a direct or indirect material competitor of the Company or any Affiliate of such Person (in each case, regardless of whether such Transfer will constitute a 144 Sale), the Farids Group shall furnish to the Company a written notice of such proposed Transfer (a “ROFR Sale Notice”) at least (5) business days prior to the business day that the Farids Group proposes to effect such Transfer. |