Non-Monetary Consideration Sample Clauses

Non-Monetary Consideration. Neither Party shall sell a Product for any consideration other than cash except on terms specified in the Annual Commercialization Plan then in effect. In the event a Party receives any non-monetary consideration in connection with the sale of a Product or Competing Product, such Party’s payment obligations under this Article 8 or Section 7.6, as applicable, shall be based on the fair market value of such other consideration. In such case, the selling Party shall disclose the terms of such arrangement to the other Party and the Parties shall endeavor in good faith to agree on such fair market value.

Non-Monetary Consideration. If a supply made under this Agreement is a Taxable Supply made for non-monetary consideration then: (a) the Supplier must provide the Recipient with a valid Tax Invoice which states the nature of the Taxable Supply and the nature and GST inclusive market value (within the meaning of the GST law) of the non-monetary consideration; and (b) the Recipient must pay the Supplier a GST Charge equivalent to the GST payable by the Supplier on the Taxable Supply.

Non-Monetary Consideration. 13.1. In consideration for the dismissal of the Bondholder Plaintiffs’ and the Bondholder Class Members’ claims against RBS in this Action and the release of the Released Claims, subject to any order from the Court, RBS shall provide cooperation as set forth below. Except as set forth herein, such obligations shall not commence until such time, if ever, that the Second Circuit rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the pros- ecution of their claims in this Action, and such ruling has been finally affirmed on appeal or no appeal has been taken and the time for appeal has expired, or the District Court, in response to a remand order in which the Second Circuit does not decide the issue, rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the prosecution of their claims. 13.2. All cooperation shall be coordinated in such a manner so that all unnecessary du- plication and expense is avoided. RBS’s cooperation obligations shall apply only to Releasing Parties who act by or through Bondholder Plaintiffs’ Counsel pursuant to this Agreement. RBS’s cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. RBS reserves all of its rights to vig- orously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other allegations. 13.3. Nothing in this Agreement shall impose on RBS an obligation to produce or provide any materials or information protected from disclosure by the work-product doctrine, the attorney- client privilege, the common interest privilege, the joint defense privilege, the bank regulatory or examination privilege, obligations under applicable data privacy laws or regulations, obligations under applicable bank secrecy laws or regulations, and/or any other applicable privilege or protec- tion with respect to any documents, interviews, declarations and/or affidavits, depositions, testi- mony, material, and/or information requested under the Settlement Agreement. In the event of a disagreement between RBS and Bondholder Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will seek resolution of such disputes by the Court. 13.4. Any documents, declarations, affidavits, deposition testimony, and information (in- cluding in connection with proffers) provided by RBS pursuant to this provisi...

Non-Monetary Consideration. In the event Sanofi receives any non-monetary consideration in connection with the sale of a Licensed Product, Sanofi’s payment obligations under this Article 8 shall be based on the fair market value of such other consideration. In such case, Sanofi shall disclose the terms of such arrangement to KaloBios and the Parties shall endeavor in good faith to agree on such fair market value.

Non-Monetary Consideration. If the consideration to Lessor for this Lease is the public use, benefit, health, or safety, Lessor shall have the right to review such consideration at any time and set a monetary rental if the Lessor, at its sole discretion, determines that such action is in the best interest of the State. ▇▇▇▇▇▇’s assignment or transfer of this Lease pursuant to Section 3 Paragraph 11 below to any third party which results in royalties, profits, or any form of compensation, whether monetary or otherwise, shall give Lessor the right to reevaluate the requirements of this Lease as stated in Section 3 Paragraph 11. Lessee shall be given at least thirty (30) days’ notice prior to the date of the Commission meeting wherein the rent modification is considered, or thirty (30) days’ notice prior to the effective date that this Lease is converted to a monetary rental, whichever provides more notice.

Non-Monetary Consideration. If Licensee (or its Affiliates or Sublicensees) receives any form of consideration other than monetary consideration in connection with the Commercialization of the Product, including, by way of example, obtaining more favorable pricing for Licensee (or Affiliates or its Sublicensees) on other products, Bayer shall be entitled to payments hereunder based on the reasonable value of such consideration, the dollar amount of which shall be included in the calculation of Net Sales for purposes of calculating royalty payments under Sections 6.4 and 6.5.2 of this Agreement, as if it were payment in cash for sales of the Product.

Non-Monetary Consideration. In the event BMS (or its Affiliates or sublicensees) receives any non-monetary consideration in connection with the sale or other commercial disposition of Products, Athersys’s royalty shall be based on the fair monetary value of such other consideration. In such case, BMS shall disclose to Athersys, on a confidential basis, the terms of such arrangement, and the Parties shall agree in good faith on such monetary value, which shall then be included in Net Sales for the period in which it was received by BMS (or its Affiliates or sublicensees).

Non-Monetary Consideration. The Licensee shall neither enter into any agreement, nor permit any agreement to be made, under which any non-monetary Net Receipts or Net Sales are obtained or due to be obtained by the Licensee or its Affiliates, except with prior written notification to the Licensor. Where the Licensee or its Affiliates accepts Net Receipts in the form of shares, the Licensee shall, if so requested by the Licensor, pay the royalty due under this Agreement on such Net Receipts by causing the appropriate percentage number of such shares to be transferred to, and registered in the name of the Licensor. If the Parties disagree as to the cash value of any non-monetary receipt, such disagreement shall be referred to an independent expert who shall be appointed and act in accordance with the provisions of Annex 2.

Non-Monetary Consideration. In the event that BMS or its Affiliate or sublicensee receives any non-monetary consideration in connection with the sale of a Product, BMS’ payment obligations under this Article 8 shall be based on the fair market value of such other consideration. In such case, BMS shall disclose the terms of such arrangement to EPC and EXEL and the Parties shall endeavor in good faith to agree on such fair market value.