For avoidance of doubt, the Company will still be required to pay the First Instalment and Second Instalment, and Ramot will not be required to refund either of these instalments. Ramot shall be responsible for the preparation, filing, prosecution, protection and maintenance of the Ramot Patents and Joint Patents.
Except with respect to the Patents and Patents, Ramot shall use independent patent counsel selected by Ramot who shall be reasonably acceptable to the Company, and Ramot shall consult with the Company as to the preparation, filing, prosecution, protection and maintenance of the Ramot Patents and Joint Patents reasonably prior to any deadline or action with respect to any material decision in the U. The Company. If, at any given time, an additional entity receives a license from Ramot under a Patents or Patents for use outside of the Field, then during such time the Company will only be obligated to pay for the Company's proportionate share of the applicable on-going patent expenses.
If there are two additional. Patents and Joint Patents in any Major Market. In the event that the Company fails to meet its obligations pursuant to Section 4. Subject to the terms and conditions set forth in this Agreement, Ramot hereby grants to the Company an exclusive, worldwide, royalty-bearing license, under Ramot's rights in the Ramot Technology and the Joint Technology to make, use, offer to sell, sell and import Products in the Field. Development Milestones within the time periods set forth in Exhibit B.
In consideration for the rights and licenses granted to the Company pursuant to this Agreement, the Company shall pay to Ramot the following consideration:. If a Product sold in the US is not covered by at least one Valid Claim in the US, then the royalty payable to Ramot for sales of such Product in the US shall be reduced to of the royalty set forth above.
The minimum annual royalty payment shall be deducted from the royalties payable to Ramot for the same Calendar Year. Sublicensee in the relevant Calendar Year.
In the event that the total Percentage Amount paid to Ramot in a given Calendar Year is less than the Minimum Annual Amount due for such Calendar Year, the Company shall pay the difference to Ramot within thirty days following the end of such Calendar Year. For the avoidance of doubt, in the event that no Sublicense Royalties are paid to the Company or its Affiliates on sales of Products by a given Sublicensee in a given Calendar Year, then the Company shall be required to pay to Ramot the applicable Minimum Annual Amount with respect to such Net Sales by such Sublicensee.
For avoidance of doubt, a Development Milestone Payment for a development milestone that has occurred will be due even if a preceding Development Milestone Payment has not yet become due because the applicable development milestone payment has not been met. If the Company or its Affiliates receive milestone payments from a Sublicensee with respect to the same development milestone and the same Product, the Company will only be obligated to pay Ramot the higher of i the applicable milestone payment described above or.
Affiliates on the one hand, and Sublicensees other than Affiliates, on the other hand, containing the following information:. If no amounts are due to Ramot for sales of Products by Sublicensees in the relevant Calendar Quarter, the report shall so state. Milestone Payment,. Payment Terms and Currency. All other payments due under this Agreement shall be payable in United States Dollars. Conversion of foreign currency to U.
Such payments shall be without deduction of exchange, collection, or other charges. Such accountant shall not disclose to Ramot any information other than information relating to the accuracy of reports and payments delivered under this Agreement.
The parties shall reconcile any underpayment within thirty 30 days after the accountant delivers the results of the audit. Ramot may exercise its rights under this section only once every year per audited party and only with reasonable prior notice to the audited party. The Company shall cause its Affiliates and Sublicensees to fully comply with the terms of this section.
The Company shall treat such Ramot Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. Sections 6, 8. Should Ramot elect to bring suit against an infringer and the Company is joined as party plaintiff in any such suit, the Company shall have the right to approve the counsel selected by Ramot to represent the Parties, such approval not to be unreasonably withheld.
The expenses of such suit or suits that Ramot elects to bring shall be paid for entirely by Ramot, other than the expenses of the Company incurred in conjunction with the prosecution of such suits or the settlement thereof, which shall be paid for entirely by the Company.
In the event Ramot exercises its right to xxx pursuant to this section, any sums recovered in such suit or in settlement thereof shall be retained by Ramot. Termination Without Cause. The Company may terminate this Agreement for any reason upon sixty 60 days prior written notice to Ramot, provided however , that, subject to Sections 2.
Termination of Rights. Upon termination by the Company pursuant to Sections All such royalties shall be paid by Ramot on a calendar quarterly basis, within thirty 30 days of the end of the Calendar Quarter in which the Ramot Receipts were received. For the purpose of the foregoing, the following terms shall have the following meanings:. Title , 4.
If to the Company:. Innocan Pharma Ltd. If to Ramot:. Ramot at Tel Aviv University Ltd. Xxx Xxx Xxxx Israel. I acknowledge and agree to the terms of this Agreement. Principal Investigator. Exhibit A. Exhibit B.
Exhibit C. Exhibit D. Ramot shall cause TAU, under the direction of the Principal Investigator, to use reasonable efforts to perform the Research in accordance with the Research Plan; however, Ramot and TAU make no warranties regarding the achievement of any particular results. The Research will be directed and supervised by the Principal Investigator, who shall have primary responsibility for the performance of the Research.
If the Principal Investigator ceases to supervise the Research for any reason, Ramot will so notify the Company, and Ramot shall endeavor to find among the scientists at TAU, a scientist or scientists acceptable to the Company to continue the supervision of the Research in place of the Principal Investigator. If Ramot is unable to find such a scientist or scientists acceptable to the Company, within sixty 60 days after such notice to the Company, the Company shall have the option to terminate the funding of the Research.
The Company shall promptly advise Ramot in writing if the Company so elects. Funding of Research. Research Reports.
The Company may terminate the Research by providing Ramot with a written notice of such termination no later than 20 days prior to the date of the Third Instalment.
The Company shall be entitled to exploit the Joint Technology solely in accordance with the terms of this Agreement. Patent Filing, Prosecution and Maintenance. It is acknowledged that each of the Patents and Patents are currently licensed by Ramot to an additional licensee for use outside the Field.
The Company patent-related expenses with respect to the Patents and Patents, pursuant to this Section 4. If there are two additional entities, then each entity on-going patent expenses, and so on.
The Company shall pay directly and on time all documented patent-related expenses with respect to the Ramot Patents and Joint Patents other than Patents and Patents, pursuant to this Section 4. In such event Ramot shall be entitled, but not obliged, to continue the preparation, filing, protection, prosecution, and maintenance of any Abandoned Patent Right in the Abandoned Country at its own expense, and in such event the license granted hereunder shall terminate with respect to such Abandoned Patent Right in such Abandoned Country, and Ramot shall be free, without further notice or obligation to the Company, to grant rights in and to such Abandoned Patent Rights with respect to such Abandoned Country to third parties.
In the event that the Abandoned Patent is a Joint Patent, the Company shall assign its entire right, title and interest in such Abandoned Patent to Ramot, and shall take all action and execute all documents reasonably requested by Ramot in order to perfect the assignment of the Abandoned Patent to Ramot and if Ramot licenses such Abandoned Patent to a third party, the payment obligations towards the Company as set forth in Section License Grant.
Sublicense Grant. The Company shall be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 5. Sublicense Agreements. Each such Sublicense Agreement shall contain, among other things, provisions to the following effect: 5. In the event of termination of the license set forth in Section 5. The Sublicensee shall not be entitled to sublicense its rights under such Sublicense Agreement, provided that a Sublicensee that is an Affiliate of the Company may grant one further Sublicense of its rights; and 5.
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Client understands and agrees that Genealogist shall use her best efforts to hold confidential his name, address, telephone number, and other identifying information about him, unless he authorizes their release in writing. Genealogist shall also use her best efforts to hold confidential all material furnished by Client which contains a information that is not a matter of public record or which cannot be rightfully obtained from another non-confidential source; b information that no one else had independently developed; and c information that Client has not disclosed to anyone else except under a strict, written, confidentiality agreement that has the effect of preventing disclosure by any other person or entity.
Client understands that even though Genealogists may agree to keep certain information confidential, a court of law may be able to compel Genealogist to disclose that information.
Client understands and agrees that Genealogist can made no guarantees regarding what information, if any, may be found or what conclusions may be drawn from it. Client further understands and agrees that Genealogist cannot predict in advance the time needed to find information or prove facts or relationships, and that the risk of non-discovery, or of discoveries contrary to those desired, is on Client, not Genealogist. Client agrees that Genealogist may delegate certain research duties of her choosing to other qualified researchers.
Genealogist represents that she will not engage any agent to perform research duties unless that agent holds credentials from a professionally recognized certifying or accrediting agency in the field or genealogy. Client understands that Genealogist must protect her professional reputation. Except as specifically set forth in writing and signed by both Client and Genealogist, Genealogist shall have all copyright rights with respect to all work product produced under this Agreement, including any interim or final reports prepared by Genealogist for Client.
If the parties are unable to agree on any matter arising out of this Agreement, the issues shall be submitted to the Supreme Court, Saratoga County, in the State of New York. This document contains the entire agreement of the parties.
It supersedes all oral or written proposals and all other prior agreements, understandings, or communication. Its terms may not be altered except by a writing signed by both parties. The terms and conditions of this contract shall survive its performance. This Agreement is being entered into in the State of New York, and shall be construed and enforced in accordance with the laws of the State of New York, irrespective of the place of domicile or residence of the Client.
Client agrees that the jurisdiction and venue for any litigation concerning this agreement shall be in the New York State courts situated in the County of Saratoga. If any portion of this agreement shall be declared invalid or unenforceable, the remaining portions not so declared shall remain valid and enforceable.
The titles of the sections of this agreement are descriptive and are inserted for the convenience of location only and do not define or limit the material contained thereunder. This agreement shall be binding on the heirs, legal representatives, successors, and assigns of both parties. All notices under this agreement shall be in writing and shall be deemed to be given three 3 days after deposit in the U.
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