Payments Under Third Party Agreements Clause Samples

The "Payments Under Third Party Agreements" clause defines how payments owed or received under contracts with external parties are to be handled within the context of the main agreement. Typically, this clause outlines the procedures for remitting, allocating, or offsetting payments that arise from agreements with suppliers, subcontractors, or other third parties, and may specify the timing, method, and documentation required for such transactions. Its core function is to ensure transparency and proper management of financial flows related to third-party relationships, thereby reducing the risk of disputes or misunderstandings over payment responsibilities.
Payments Under Third Party Agreements. The Parties acknowledge that Licensor will remain solely liable for any payment obligations (including license fees, milestones or royalties) under any Third Party Agreements.
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Payments Under Third Party Agreements. 5.1 The second sentence of Section 8.4.1 shall be amended to read as follows: “[…]In addition, Bayer will be responsible for (i) the payments that become due under any future agreement Bayer enters into with a Third Party with regard to the Product, except as set forth in Section 8.4.2; and (ii) [***] of any payments that become due under any potential license to or acquisition of one or more Patents from a Third Party listed on Attachment 4 (whether entered into by Bayer or by Micromet), provided that with regard to royalty payments, Bayer’s share of the payment obligations under this subsection (ii) for such Third Party agreement shall be limited to a royalty rate of [***] percent. Bayer and Micromet will continuously consult with each other during the negotiation of and jointly approve any license or acquisition agreement covered by subsection (ii) above, such approval not to be unreasonably withheld; it being understood that, subject to Section 4.8 with respect to any subsequent negotiation right of Bayer, Micromet shall have the first right to obtain such license under commercially reasonable terms, including but not limited to a reasonable allocation of early and late payments in accordance with industry standards and similar to the allocation of early and late payments from Bayer to Micromet under this Agreement, as the Parties may determine. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 5.2 The second sentence of Section 8.4.2 shall be amended to read as follows: “[…] In addition, Micromet will be responsible for (i) the payments that become due under any license to or acquisition of Patents (whether entered into by Bayer or by Micromet) from a Third Party (including a [***]) to the extent payments are payable for a license to or acquisition of Patents owned by a Third Party that would [***] by [***], except excluding any such invention relating to the [***] and (ii) [***] of any payments that become due under any potential license to or acquisition of one or more Patents from a Third Party listed on Attachment 4 (whether entered into by Bayer or by Micromet), provided that with regard to royalty payments, Micromet’s share of the payment obligations under this subsection (ii) for such Third Party agreement shall be limited to a royalty rate of [***] percen...
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Payments Under Third Party Agreements. 9.5.1 Micromet will be responsible for any payments that become due to the licensors or assignors under (i) any license or right that is obtained by Micromet with respect to Patents that would be infringed, absent a license, by the following technologies or activities, or with respect to Know-How that has been [***] or [***] in connection with the following technologies or activities: (a) the [***] of a Product, the [***], the [***] in the Products, or the [***] of an [***] that is a [***], (b) the [***] of [***], as conducted by Micromet at or prior to the time the [***] are [***] to Section [***], or (c) the [***] of the [***] as incorporated into a Product, (ii) the [***], or (iii) any inventorship agreement or arrangement covered by Section 7.9. For clarity, with respect to [***], Micromet will be responsible for any payments due under the [***] itself, but not for payments due under any [***] (which [***] payments will be Amgen’s responsibility as described in Section 9.5.2 below). Notwithstanding the foregoing, Micromet will not be responsible for any payments to Third Parties in connection with licenses to Third Party Patents or Know-How that Amgen, whether in the relevant Development Plan or otherwise, [***] to [***] and [***] in connection with the research or development of Products under this Agreement, or that become necessary solely on account of [***] or other [***] either to [***] or [***] following the [***] of the [***] hereunder. 9.5.2 Except as described in Section 9.5.1, Amgen will be responsible for any payments that become due under any agreements under which Amgen or any of its sublicensees obtains a license or otherwise acquires rights to intellectual property for the development, manufacture, storage, handling, use, Commercialization, importation or other Exploitation of Products, including any [***] obtained from [***] for the use of [***] and [***]; provided, that, subject to Section 9.4.4, Amgen may [***] from [***] and [***] otherwise [***] to Micromet hereunder [***]% of any [***] (other than [***] for [***] and [***] or other [***] or [***]) made to a Third Party for intellectual property that is [***] for the [***] of Products; and provided, further, that no such [***] will [***] the [***] payable to Micromet for a [***] by more than [***]%. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24...
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Payments Under Third Party Agreements. Progenics shall be solely responsible for all obligations under the Progenics Third Party Agreements (including, without limitation, any such obligations that relate to the Progenics Technology). Wyeth shall be solely responsible for any obligations under agreements with Third Parties entered into by Wyeth or its Affiliates or its Sublicensees after the Effective Date related to the Development or Commercialization of the Products. As to the [*], Progenics shall be responsible for [*] under the [*] if no Product is developed that would require the payment of a royalty under the [*]. In the event that the JSC determines to Develop a Product that [*], Wyeth shall [*].
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Payments Under Third Party Agreements 
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Related to Payments Under Third Party Agreements

  • Payments under this Agreement In the event that one party (the “Owing Party”) is required to make a payment to another party (the “Owed Party”) pursuant to this Agreement, then such payments shall be made according to this Section 7.05.

  • Consents Under Agreements The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

  • REFERENCED CONTRACT PROVISIONS Term provision and Amount Not To Exceed provision, of the Contract are deleted in their entirety and replaced with the following: Period One means the period from July 1, 2018 through June 30, 2019 Period Two means the period from July 1, 2019 through June 30, 2020 Period Three means the period from July 1, 2020 through June 30, 2021 Period Four means the period from July 1, 2021 through June 30, 2022 Period Five means the period from July 1, 2022 through June 30, 2023 Period One Amount Not To Exceed: $ 1,104,767 Period Two Amount Not To Exceed: 1,104,767 Period Three Amount Not To Exceed: 1,104,767 Period Four Amount Not To Exceed: 1,287,723 Period Five Amount Not To Exceed: 1,446,490 TOTAL AMOUNT NOT TO EXCEED: $ 6,048,514”

  • Persons Having Rights under this Agreement Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

  • Payments Under Loan Documents The Borrower shall fail to pay any principal of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity), Reimbursement Obligation or Letter of Credit Borrowing or shall fail to pay any interest on any Loan, Reimbursement Obligation or Letter of Credit Borrowing or any other amount owing hereunder or under the other Loan Documents after such principal, interest or other amount becomes due in accordance with the terms hereof or thereof;