Additional Third Party Licenses Sample Clauses

Additional Third Party Licenses. In the event that Licensee determines that it is necessary to obtain one or more licenses under issued and unexpired Patent Rights of Third Parties (excluding Sublicensees) in order to make, have made, use, offer to sell, sell or import the Compound contained in a Product in a country (“Third Party Patent Licenses”), [***] of the royalties actually paid to Third Parties under such Third Party Patent Licenses by Licensee for the sale of such Product in such country for a calendar quarter shall be creditable against the royalty payments due Licensor by Licensee with respect to Net Sales of such Product in such country for such calendar quarter; provided, however, that in no event shall the royalties otherwise owed by Licensee to Licensor for such calendar quarter in such country be reduced by more than [***] as a result of any and all such offsets in the aggregate. Any portion of the royalties paid to Third Parties under such Third Party Patent Licenses with respect to such Product in such country that Licensee would, but for the foregoing limitation on royalty reductions, be entitled to deduct under this Section 4.6(b) shall be carried over and applied against royalties payable to Licensor in respect of such Product in such country in subsequent calendar quarters until the full deduction is taken; provided, however, that in no event shall the royalties otherwise owed by Licensee to Licensor for any calendar quarter in such country be reduced by more than [***] as a result of any and all such offsets in the aggregate. For clarity, in no event shall Licensee be entitled to deduct from royalties payable to Licensor hereunder any royalties or other amounts that may be paid or payable by Licensee to any Third Party with respect to Patent Rights or other intellectual property rights covering any Other Active in a Combination Product.

Additional Third Party Licenses. Royalties due SELECT under Section 4.4 of this Agreement shall be reduced by [***] of the amount of royalties, if any, paid to a Third Party by AVANT for a license that AVANT determines in good faith, after consultation with SELECT, is necessary to research, develop, manufacture or commercialize a Licensed Product; provided that the royalties due to SELECT are not below [***] of the royalty otherwise payable for such Licensed Product.

Additional Third Party Licenses. If IAPL is required or deems it is desirable to license one or more Patent Rights from one or more Third Parties in order to make, have made, use, sell, offer for sale, import or otherwise exploit a Licensed Product in the Licensed Field under the terms of this Agreement, IAPL, after good faith consultation with Inovio, and at IAPL’s own expense, shall have the right, but not the obligation, to negotiate and obtain a license under such Patent Right(s) (each such Third Party license referred to herein as an “Additional Third Party License”).

Additional Third Party Licenses. (i) Each Party shall promptly notify the other Party if it becomes aware of any Third Party Technology that is necessary for the Development, Manufacture or Commercialization of a Composition or Product, or that it otherwise desires to use for such purpose, for the Company Territory (and, for clarify, with respect to which such Party does not yet have a (sub)license from the applicable Third Party) in the Company Territory. ARS shall have the first right, but not the obligation, to negotiate and obtain a license to any such Third Party Technology applicable to both inside and outside the Company Territory, and shall use Commercially Reasonable Efforts to obtain the right to sublicense such Third Party Technology to Company in the Field in the Company Territory on commercially reasonable terms. ARS shall keep Company reasonably informed of the progress of such negotiations and material proposed terms, and shall discuss in good faith any Company comments thereon. If ARS obtains such a license to Third Party Technology, ARS will promptly disclose to Company a complete copy of applicable license agreement, provided that ARS may redact any confidential information contained therein that is not relevant to the grant of rights to Company hereunder. If Company desires to accept such license agreement as an ARS Third Party License, Company shall promptly notify ARS in writing of such acceptance, and upon such acceptance, such license agreement will be deemed an ARS Third Party License, and the Third Party Technology will be deemed Controlled by ARS and, to the extent qualifying as ARS Technology, sublicensed to Company pursuant to the licenses granted under Section 2.1 and subject to the terms and conditions of such license agreement; provided that [***]. (ii) If ARS elects not to obtain a license to Third Party Technology as contemplated by Section 2.10(b)(i), or is unsuccessful in obtaining such a license within [***] after delivery of the notice set forth in Section 2.10(b)(i), then Company shall have the right (but not the obligation) to negotiate and obtain such a license from such Third Party in the Field in the Company Territory. (iii) Subject to Section 2.10(b)(i), Company shall have the first right to negotiate and obtain a license under any Third Party Technology applicable solely to the Field in the Company Territory at its sole discretion and expense. (iv) If Company obtains such a license to Third Party Technology, and Company notifies ARS in writing o...

Additional Third Party Licenses. In the event that Forte reasonably determines that it is necessary to obtain rights to issued and unexpired Patent Rights of Third Parties (whether through acquisition or license) in order to make, have made, use, offer to sell, sell or import the Compound contained in a Product in a country (“Third Party Patent Licenses”), Forte shall obtain the prior written consent of IMUN in order to engage in such license negotiations, where such consent shall not be unreasonably withheld. If Forte obtains Third Party Patent Licenses, up to one hundred percent (100%) of such acquisition costs and royalties actually paid to Third Parties under such Third Party Patent Licenses by Forte for the sale of such Product in such country annually shall be creditable against the royalty payments due IMUN by Forte with respect to Net Sales of such Product in such country annually; provided however, that in no event shall the deductions under this Section 4.4(a) reduce royalties due to IMUN in any Calendar Quarter to less than twenty five percent (25%) of the amount that would otherwise be due to IMUN under this Article 4. Any portion of the royalties paid to Third Parties under such Third Party Patent Licenses with respect to such Product in such country that Forte would, but for the foregoing limitation on royalty reductions, be entitled to deduct under this Section 4.4(a) shall be carried over and applied against royalties payable to IMUN in respect of such Product in such country in subsequent years until the full deduction is taken.

Additional Third Party Licenses. PDL shall in good faith use commercially reasonable efforts to provide to PROGENICS on or about each anniversary of the Effective Date a list of third party licenses with respect to which PDL has the right to grant sublicenses that PDL believes may include claims that but for a license under such agreement would be infringed by the making, using, importing, selling or offering for sale Licensed Products as a result of the humanization efforts of PDL hereunder and, if elected, the modified Fc region prepared by PDL. Upon request from PROGENICS, PDL shall provide a copy of the third party license agreement with respect to which PROGENICS may desire a sublicense. If PROGENICS desires a sublicense under such third party agreement, PDL and PROGENICS shall enter into an amendment to Exhibit B or Exhibit C, as the case may be, to include therein such third party rights, provided that as a condition to such amendment, PROGENICS shall pay to PDL any fees and payments that may be required in order for PDL to grant such sublicense (including reimbursement to PDL of a reasonable share of any of the fees or payments previously made by PDL for its license).

Additional Third Party Licenses. If Beam or any of its Affiliates enters into any agreement with a Third Party after the Effective Date pursuant to which it obtains a license from such Third Party or acquires any Patent Rights that would, absent any restriction relating to Patent Rights in-licensed or acquired after the Effective Date, fall within the definition of Beam Technology (including any amendment to a Third Party License to add rights to any such additional Patent Rights) (“Third Party In-Licenses”), then Beam shall provide Sana with written notice [***]. For clarity, any such provided [***]. Any Third Party In-License for which Beam is required to provide Sana notice under this Section 2.4(b) shall be [***]. If no such notice is provided within [***] after Sana’s receipt of disclosure notice with respect to the Third Party In-License, then the [***]. In the event that [***]. ACTIVEUS 188080012v.21