Payment by Affiliated Licensees. At Assignees option, any license agreement between Assignee and an Affiliated Licensee may provide for such Affiliated Licensee to pay directly to Assignor: # milestone payments in the amounts specified in [Section 3.2] with respect to the achievement of the corresponding milestone events set forth in [Section 3.2] by Human Therapeutic Products developed by or on behalf of such Affiliated Licensee; # royalties on Net Sales by such Affiliated Licensee (and its sublicensees) of Products at the rate set forth in [Section 3.4]; and # [ ] of the total Licensing Revenues received by such Affiliated Licensee; in each case, provided that Assignee shall remain responsible and liable to Assignor for compliance with Assignees obligations under [Sections 3.2, 3.4 and 3.5]5]5], respectively, with respect to such Affiliated Licensee.
Legacy Licensees. Notwithstanding any provision herein to the contrary, in the event # Legacy or an Affiliate thereof is a party to any license with a Legacy Licensee granting any Third Party rights to develop and/or commercialize VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products as permitted by, and in accordance with, this Agreement (but which agreement must, in any event, include rights for such Third Party to commercialize Legacy Royalty Products), including but not limited to the Existing Ag Agreement or any Assigned Downstream Agreement, respectively, # this Agreement is terminated by Primary pursuant to [Section 12.2 or 12.3]3], and # Ag Partner and its Affiliates or such other Legacy Licensee, respectively, is not in material breach of the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, # the Existing Ag Agreement or such Assigned Downstream Agreement, respectively and including, in either case, any rights to payment thereunder, shall, to the extent concerning VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products, not imposing obligations on Primary in excess of those contained in this Agreement, and provided for in the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, be automatically assigned to Primary and # Primary shall grant the applicable Legacy Licensee(s) the rights granted with respect to Legacy Patents, Legacy Know-How, Primary Patents, and/or Primary Know-How under the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, subject to such Legacy Licensees compliance with its terms.
Affiliated Entities. As used in this Agreement, “Affiliates” includes the Company and each corporation, partnership, or other entity which controls the Company, is controlled by the Company, or is under common control with the Company (in each case “control” meaning the direct or indirect ownership of 50% or more of all outstanding equity interests).
Affiliated Entity. An entity which is affiliated by common ownership or control with the Company.
Affiliated Company. Any company controlled by, controlling or under common control with the Company.
Affiliated Lenders. Any may, at any time, assign all or a portion of its rights and obligations with respect to Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an Affiliated (including any Affiliated Debt Fund) through # Dutch auctions open to all Lenders in accordance with the procedures set forth on [Exhibit L] or # open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds:
in the case of Assignee and Affiliated Licensees, disclosure to Third Party Licensees and bona fide potential Third Party Licensees, on the condition that each such Third Party agrees to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement;
[ ] of Net Sales of Other Products by Assignee and its Affiliates and Licensees, provided that, solely in respect of Net Sales made by a Third Party Licensee, if the royalty rate at which such Third Party Licensee is obligated to pay royalties to Assignee or an Affiliated Licensee (as applicable) is less than [ ], then, in lieu of paying a [ ] royalty Assignee shall pay [ ] of the royalty payments that Assignee or its Affiliated Licensee (as applicable) receives from such Third Party Licensee.
Binding on Affiliated Third Parties. This Agreement shall inure to the benefit of and shall be binding upon GRVE and Hymers and their respective agents, representatives, executors, administrators, trustees, personal representatives, partners, directors, officers, shareholders, agents, attorneys, insurers, employees, representatives, predecessors, successors, heirs and assigns.
Termination of Certain Affiliated Transactions. On or prior to the Initial Closing with respect to Newco and the Initial Contributed Entities, and on or prior to the Second Closing with respect to Crestwood Pipeline East, Crestwood shall, and shall cause its Affiliates and the applicable Contributed Entities to, terminate and release all obligations under all Affiliated Transactions other than those specified in [Section 5.11] of the Crestwood Disclosure Schedules and those set forth in the Management Agreement, in each case without charge to Newco or the Contributed Entities (unless # otherwise expressly set forth on [Section 5.11] of the Crestwood Disclosure Schedule or # to the extent any such charge is reflected as a Current Liability in the calculation of the Initial Post-Closing Adjustment or, with respect to Crestwood Pipeline East, the Second Post-Closing Adjustment).
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