Adjustments for Competition in Exclusive Territory Sample Clauses

Adjustments for Competition in Exclusive Territory. If Competition occurs with respect to a particular Licensed Product sold in a particular country in the Exclusive Territory, the royalty rate applicable to Net Sales of such Licensed Product in such country shall be reduced to [*] percent ([*]%) of such Net Sales for the calendar quarter during which such Competition first occurred (the “Initial Competition Quarter” with respect to such Competition) and for all subsequent calendar quarters, if any, on a calendar quarter-by-calendar quarter basis, in which Competition continues to occur with respect to such Licensed Product in such country in the Exclusive Territory, subject to any further adjustments thereto provided in this Agreement. For clarity, the Parties agree that Licensee shall resume paying royalties to TSRI at the royalty rate of [*] percent ([*]%) of Net Sales of such Licensed Product in such country for all calendar quarters after the Initial Competition Quarter in which Competition no longer continues to occur with respect to such Licensed Product in such country, on a calendar quarter-by-calendar quarter basis. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
View Source
Adjustments for Competition in Exclusive Territory. If Competition occurs with respect to a Licensed Product sold only by or on behalf of a Sublicensee in a particular country in the Exclusive Territory, then (i) provided that Licensee has previously paid to TSRI [*] percent ([*]%) of all Sublicense Revenue previously received by Licensee from such [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. Sublicensee with respect to such country in all calendar quarters prior to the Initial Competition Quarter for such Competition, an amount equal to [*] percent ([*]%) of all Sublicense Revenue previously received by Licensee from such Sublicensee with respect to such country in all calendar quarters prior to the Initial Competition Quarter for such Competition shall be creditable by Licensee only against royalties for that particular Licensed Product affected by such Competition sold by or on behalf of such Sublicensee in such country in the Exclusive Territory that are due to TSRI under this Agreement with respect to such Initial Competition Quarter and for subsequent calendar quarters, if any, on a calendar quarter-by-calendar quarter basis, in which Competition continues to occur with respect to such Licensed Product in such country in the Exclusive Territory, and (ii) the percentage of Sublicense Revenues payable to TSRI with respect to all Sublicense Revenues received from such Sublicensee during such Initial Competition Quarter and during subsequent calendar quarters, if any, on a calendar quarter-by-calendar quarter basis, in which Competition continues to occur with respect to such Licensed Product in such country in the Exclusive Territory shall be [*] percent ([*]%) in lieu of the [*] percent ([*]%) set forth in Section 4.1.1 above. For clarity, the Parties agree that (a) the amount subject to credit under Section 4.1.2(i) shall not be creditable in any calendar quarter after the Initial Competition Quarter in which Competition no longer continues to occur with respect to such Licensed Product in such country, on a calendar quarter-by-calendar quarter basis, and (b) the percentage of Sublicense Revenues payable to TSRI with respect to all Sublicense Revenues received from such Sublicensee during any calendar quarter after the Initial Competition Quarter in which Competition no longer continues to occur with respect to such Licensed Product in such country, on a calendar quarter-by-calendar quarter basis, shall be [*] percent ([*]%).
View Source

Related to Adjustments for Competition in Exclusive Territory

  • SPECIFIC TERMS FOR THIRD PARTY COMPONENTS The specific terms relating to the use of certain third party components or products not developed by or for a DS Group Company and granted to Customer to be used in connection with or within a DS Offering are defined hereafter:

  • Indemnification for Marketing Materials In addition to the foregoing indemnification, the Fund and the Investment Adviser also, jointly and severally, agree to indemnify and hold harmless each Underwriter, affiliates, directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a), as limited by the proviso set forth therein, with respect to any sales material.

  • Venue Limitation for TIPS Sales Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Venue” clause that conflicts with these terms is rendered void and unenforceable.

  • Exclusive Negotiations The State will not bargain collectively or meet with any employee organization other than MSEA-SEIU with reference to terms and conditions of employment of employees covered by this Agreement. If any such organizations request meetings they will be advised by the State to transmit their requests concerning terms and conditions of employment to MSEA-SEIU.

  • Additional Indemnification Rights Non Exclusivity a. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Articles, the By-Laws or by statute. b. The provisions for indemnification and advancement of expenses set forth in the Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Articles, the By-laws, the vote of the Company’s shareholders or disinterested directors, insurance policies, other agreements or otherwise; and nothing in this Agreement shall be used to interpret or otherwise affect such other rights. Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as a director, officer, employee or agent of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. However, no amendment or alteration after the Effective Date of the Articles or By-laws or any other agreement shall adversely affect the rights provided to Indemnitee under the Agreement.