Compulsory Licensing. Should a compulsory license be granted, or be the subject of a possible grant, by Licensee or an Affiliate to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the Licensed Territory under the Patent Rights, Licensee shall notify University, including any material information concerning such compulsory license, and the running royalty rates payable under Section 3.4 for sales of Licensed Products in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of such Licensed Products therein (the “Compulsory Royalty”).
Compulsory Licensing. If a Compulsory License is granted to a Third Party with respect to a Product in a country, and the royalty rate payable by such Third Party to Arsanis or its Affiliate or Licensee for such Compulsory License does not equal or exceed the royalty rate provided by Section 4.3(a) (Royalty Payments) (as adjusted pursuant to Section 4.3(b) (Adjustment for Third Party IP) and 4.3(c) (Biosimilar Competition), to the extent applicable), then in lieu of Royalty Payments with respect to such Third Party’s Net Sales of such Product in such country, Arsanis shall pay to Adimab [**] percent ([**]%) of the royalties paid by such Third Party to Arsanis or its Affiliate or Licensee with respect to such Third Party’s sales of such Product in such country for the period during which such Compulsory License is in effect, but only with respect to sales or other dispositions of that Product in that country by that Third Party compulsory licensee.
Compulsory Licensing. Notwithstanding any other provision of this Agreement, Licensor may grant, without the consent of Licensee, non-exclusive licenses under the Licensed Patent to third parties to the extent deemed necessary by Licensor to comply with applicable compulsory license or working requirements and to keep the Licensed Patent in full force.
Compulsory Licensing. ROCHE covenants and agrees on behalf of itself and its Affiliates to not support any third party in seeking compulsory licensing of the CHIRON Licensed Patents in the Region. As used in this Section, "support" shall have the same meanings as in Section 7.2(b).
Compulsory Licensing. On the basis that the establishment of a legal basis for involuntary authorization of access to essential technology on fair and reasonable terms amounts juridically to the compulsory licensing of intellectual property, legislation would be needed:
(1) to set out the circumstances in which national intellectual property rights might be compulsorily licensed;
(2) to authorize (in the case of national legislation) a national public authority or (in the case of EU legislation) to require Member States to authorize their respective national authorities, to grant compulsory licences of national intellectual property rights, subject to review on legal grounds by an appropriate court;
(3) to set out the circumstances in which and the bodies by which pan-EU (pursuant to Article 118 TFEU) intellectual property rights might be compulsorily licensed;
(4) to authorize and require Member States to authorize their respective national authorities, to grant, for the national territory, compulsory licences of pan-EU (pursuant to Article 118 TFEU) intellectual prop- erty rights, subject to review on legal grounds by an appropriate court;
(5) if objections, including those of the European Court of Justice (see below), can be overcome, to select and authorize an institution of the European Union itself to grant compulsory licences of pan-EU (pursuant to Article 118 TFEU) intellectual property rights, subject to review on legal grounds by the Court of Justice. The international principles on compulsory licensing are set out in the TRIPS Agreement at Article 31. They include strict limitations, of which the following are particularly significant:
Compulsory Licensing. If a Third Party seeks a compulsory license for a Collaboration Product in accordance with appropriate provisions of the laws of any country and ISIS and ZENECA agree that the Third Party is legally entitled to such license or the Third * CONFIDENTIAL TREATMENT REQUESTED
Compulsory Licensing. Licensee or its Permitted Sublicensee(s) (as applicable) will promptly notify University should a compulsory license be granted, or be the subject of a possible grant, by Licensee or a Permitted Sublicensee to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the Territory under the Patent Rights and/or Copyright [DELETE IF NO COPYRIGHT]. Said notice will include any material information concerning such compulsory license, and the running royalty rates payable. To the extent that any terms and/or conditions of said compulsory license are: 1) inconsistent with Licensee’s obligations under this Agreement; and
Compulsory Licensing. Should a compulsory license be granted, or be the subject of a possible grant, by Licensee or an Affiliate to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the Licensed Territory under the Patent Rights, Licensee shall notify University, including any material information concerning such compulsory license, and the running royalty rates payable under Section 3.4 for sales of Licensed Products in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of such Licensed Products therein (the “Compulsory Royalty”). [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Compulsory Licensing. During the Term, CHMC may become aware of Third Parties that are interested in obtaining rights to the Products or Processes for specific indications not indicated in a Report as defined in Section 4.2.1 (each such specific indication being a “New Indication”). CHMC will provide notice to Company of any written indications of interest in a New Indication (including, without limitation, the written notice of interest from, and the name and contact details of, any such Third Party (each an “Interested Third Party”) and the specified New Indication) within thirty (30) days of receipt of such written indication of interest (a “New Indication Notice”). Company will then provide written notice to CHMC within thirty (30) days of receipt of a New Indication Notice of its decision regarding the development of such New Indication.
7.8.1 If Company elects to develop the Products or Processes in respect of the New Indication, the Parties will negotiate commercially reasonable development targets to be pursued by Company under this Section (the “New Indication Development Period”). If, upon expiration of the New Indication Development Period, Company has not met the development targets, then the relevant New Indication shall be added to the Excluded Field;
7.8.2 If Company elects not to develop the Products or Processes in respect of the New Indication then:
(i) Company may at its sole discretion elect to enter into good faith negotiations with the relevant Interested Third Party for the grant of a sublicense under the Products or Processes in respect of the relevant New Indication, and Company shall keep CHMC reasonably informed of such negotiations with CHMC able to join in discussions with Company and the Interested Third Party at CHMC’s discretion; or
(ii) if Company has not within three (3) months of the New Indication Notice entered into good faith negotiations, such New Indication will be excluded from the license grant and CHMC will be free to pursue licensing of the Products or Processes within each excluded field to the Interested Third Party.
Compulsory Licensing. If a Third Party seeks a compulsory license for a Collaboration Product in accordance with appropriate provisions of the laws of any country and ISIS and ZENECA agree that the Third Party is legally entitled to such license or the Third * CONFIDENTIAL TREATMENT REQUESTED 15 Party is awarded such license by a decision of the appropriate governmental authority to make such decisions, the granting of such license will not constitute a breach of ISIS' obligations ZENECA will have right to reduce the royalty on sales in such country to an amount no greater than the amount payable by the said Third Party as consideration for the compulsory license.
