Collaboration In-Licenses Clause Samples
The Collaboration In-Licenses clause defines the terms under which one party to a collaboration agreement is permitted to use intellectual property or technology that it has licensed from third parties. This clause typically outlines the scope of such in-licensed rights, any restrictions or obligations associated with their use within the collaboration, and the responsibilities for ensuring compliance with the original license terms. Its core function is to clarify how third-party IP can be integrated into the collaborative project, thereby preventing unauthorized use and mitigating the risk of infringement or breach of third-party agreements.
Collaboration In-Licenses. It will, and will ensure that its Affiliates will, (a) maintain and not breach, and will cause its Affiliates to maintain and not breach, any Collaboration In-License that it is a Party to, and (b) not amend, modify or terminate any such agreement in a manner that would adversely affect the other Party’s rights hereunder, or a Third Party Out-Licensee’s rights under an Out-Licensing Agreement, without first obtaining the other Party’s prior written consent.
Collaboration In-Licenses. The Parties acknowledge and agree that the rights and licenses granted by each Party hereunder to the other Party are subject to the applicable terms and conditions of any Collaboration In-Licenses. Each Party agrees that it will comply with all provisions of the applicable Collaboration In-Licenses that are applicable to sublicensees.
Collaboration In-Licenses. For any Potential In-License that [***] in accordance with Section 2.7.2(a) (Acquisition of Potential In-Licenses), and for [***] (i) such Potential In-License will [***], (ii) the Party [***] will [***], to the extent set forth in Section 2.7.2(a)ii (Acquisition of Potential In-Licenses), (iii) the Patent Rights or Know-How in-licensed under such [***], and (iv) (A) each Party will [***], and (B) the Parties will [***]. The Party that [***] will [***] pursuant to this Section 2.7.2(b) (Collaboration In-License), and such other Party will [***].
Collaboration In-Licenses. For any Potential Candidate Category 1 In-License or Potential In‑License that the JSC approves for use by the Parties pursuant to this Agreement, (a) such Potential Candidate Category 1 In-License or Potential In‑License will be deemed to be a “Collaboration In‑License” hereunder, (b) if it has not already done so, the Party proposing to enter into a Collaboration In‑License may enter into such Collaboration In‑License on the terms approved by the JSC (including the scope of the grant of rights under such In‑License and the proposed economics thereunder), (c) solely following approval by the JSC (and execution of such Collaboration In-License if it had not yet been entered into), the Patents and Know‑How in‑licensed under such Collaboration In‑License will be deemed “Controlled” under this Agreement as Wave Technology or Takeda Technology for purposes of the Exploitation of Licensed Compounds, Licensed Products, and Companion Diagnostics directed to the applicable Licensed Target, and (d) [***].
Collaboration In-Licenses. Any Third Party License Payment that becomes payable under any Collaboration In-License (other than a Potential Alnylam In-License) shall be allocated between the Parties as follows:
(a) if such Third Party License Payment becomes payable as a result of a Party’s activities under the License Terms with respect to a Collaboration Product and is either (i) [***] (a “Collaboration Product-Specific Payment”); and
(b) if such Third Party License Payment is not a Collaboration Product-Specific Payment, then [***].
(c) If the Parties cannot agree on whether a Third Party License Payment is a Collaboration Product-Specific Payment or not, or how to allocate a Third Party License Payment that is not a Collaboration Product-Specific Payment, the Parties shall submit the matter to the AJSC for resolution. If the AJSC cannot resolve the matter within [***] days of it being referred to them, the Parties shall submit the matter [***]. If the Party that is not a party to the Collaboration In-License disagrees with the allocation of a Third Party License Payment pursuant to this Section 11.3.4.2(c), then such Party may elect not to take a sublicense under such Collaboration In-License, in which case none of the rights granted to the other Party thereunder will be deemed to be “Controlled” by the other Party and, if the other Party has rights to enforce any Patent Rights licensed to such other Party thereunder, such other Party (or any of its sublicensees thereunder) shall have the right to enforce such Patent Rights against such Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. MASTER AGREEMENT
Collaboration In-Licenses. Unless the Parties otherwise agree in writing, and without limiting Sections 8.3.1(b) and 9.1.3, each Party shall be responsible for any payments owed to a Third Party for its intellectual property or Know-How under any license acquired or entered into by such Party prior to the Royalty Conversion Effective Date that relate to any Collaboration Product.
Collaboration In-Licenses. For any Potential In-License or Existing In-License Agreement that the JSC approves (or is deemed to approve) for use by the Parties in the Collaboration pursuant to this Agreement, (a) each such Potential In-License and Existing In-License Agreement will be deemed to be a “Collaboration In-License” hereunder (i) in the case of a Potential In-License, on the date such agreement is executed by the applicable Party and Third Party and (ii) in the case of an Existing In-License Agreement, on the date of such JSC approval or deemed approval, and (b) as of such execution or approval date, as applicable, the Patents and Know-How in-licensed under such Collaboration In-License will be deemed “Controlled” under this Agreement as IGM Licensed Technology or Sanofi Licensed Technology, as applicable, for purposes of the Research, Development, Manufacture and Commercialization of the applicable Licensed Compounds and Licensed Products, subject to Sections 9.6.3 (Costs for Collaboration In-Licenses) and 9.6.4 (Non-Approved Potential In-Licenses) below, and the Party granted a license under this Agreement as a result thereof shall be bound by the terms and conditions of such Collaboration In-License applicable to such Party as a sublicensee and take such action reasonably required or appropriate for the other Party to comply with its obligations under such Collaboration In-License.
Collaboration In-Licenses. The costs of each Collaboration In-License, to the extent the costs directly relate to the Development, Manufacture, or Commercialization of Products in the Apellis Territory, or to the Development, Manufacture, or Commercialization of any Non-Systemic Ophthalmology Product anywhere in the world, shall be paid by Apellis. The costs of each Collaboration In-License, to the extent the costs directly relate to the Development, Manufacture, or Commercialization of Products in the Sobi Territory shall be paid by Sobi, subject to deduction from royalties to the extent set forth in Section 9.5.3(b) (Royalty Reduction). To the extent the costs of any Collaboration In-License relate to both (a) the Development, Manufacture, or Commercialization of Products in the Apellis Territory or Non-Systemic Ophthalmology Products anywhere in the world, on the one hand, and (b) the Development, Manufacture, or Commercialization of Products in the Sobi Territory, on the other hand, such costs shall be fairly apportioned between the Parties, and each Party shall reimburse the other Party for its share of such costs within [**] after receipt of any invoice therefor (in the case of Sobi, subject to deduction from royalties to the extent set forth in Section 9.5.3(b) (Royalty Reduction)).