Existing Third Party Agreements. Subject to Section 8.7(c), Licensee shall be responsible for *** of payments owed by Company under the *** as a result of the activities of Licensee, its Affiliates, or its Sublicensees in connection with this Agreement. Promptly after the Execution Date, Company will approach *** to seek a right to sublicense its rights under *** to Licensee and its Affiliates within the scope of this Agreement.
Existing Third Party Agreements. As of the Effective Date, GCLC is a party to agreements with the following Third Parties that relate to NK Cells, Licensed Products or Information or Patents related to NK Cells or Licensed Products: [***] (the “Existing Third Party Agreements”). The GCLC Core Technology does not include any Information or Patents Controlled by GCLC by virtue of rights granted under any such Existing Third Party Agreement. The Parties intend that, at Artiva’s election, Xxxxxx would have rights under each such Existing Third Party Agreements in the Territory by amending and restating such Existing Third Party Agreements so that they are each separated into two agreements: (A) one agreement for rights in the Territory (a “Territory Third Party Agreement”), which would be assigned by GCLC to Artiva; and (B) one agreement for rights outside the Territory, which would be retained by GCLC (a “Retained Third Party Agreement”). Xxxxxx would be responsible for all obligations to the Third Party under the applicable Territory Third Party Agreement arising after assignment of the Territory Third Party Agreement to Artiva. GCLC would be responsible for all obligations to the Third Party under the Existing Third Party Agreements arising prior to any separation (including any liability whenever arising for any action or inaction by GCLC thereunder prior to such separation) and for all obligations under the applicable Retained Third Party Agreement. To the extent the foregoing approach is not possible with respect to an Existing Third Party Agreement, then rights under such Existing Third Party Agreement in the Territory will be granted by GCLC to Artiva under the Selected Product License, as applicable, and such Existing Third Party Agreement will be deemed a “Territory Sublicense Third Party Agreement” only if Artiva provides GCLC with written notice in which: (I) Artiva consents to adding Information and Patents under such Existing Third Party Agreement to the definition of Selected Product Technology and such Existing Third Party Agreement to the definition of Territory Sublicense Third Party Agreement; (ii) Artiva agrees to be responsible for all payments that would be owed under such agreement between GCLC and such Third Party (as disclosed to Artiva) due to GCLC’s granting a sublicense to Artiva or Artiva’s practice of such sublicense; and (iii) Artiva acknowledges in writing that its sublicense is subject to the applicable terms and conditions of such Existing Third Party Agreeme...
Existing Third Party Agreements. The Parties specifically acknowledge that there are existing leases, agreements, and arrangements between the City and third parties or between WPZS and third parties. The City shall assign all such existing leases, agreements, and arrangements affecting the Zoo (as identified in Exhibit B to this Agreement) to WPZS and WPZS shall have the exclusive option (if the City had such option) of renewing such leases, agreements, and arrangements that expire during the term of this Agreement and any extensions thereto. WPZS is hereby released from its obligation to make payments due after the effective date of this agreement, under the concession contract dated January 25, 1993, which was approved by City Council Ordinance number 116574.
Existing Third Party Agreements. Yale Agreement (as defined in the Agreement)
Existing Third Party Agreements. Within thirty (30) days after the Effective Date, Athersys shall provide to the JSC a report describing the status of, purpose of, scope of activities encompassed by, recent activities conducted under, and Intellectual Property developed under each Existing Third Party Agreement related to the Table of Contents Pre-Clinical Development Plans, Clinical Development Plans and/or Cell Therapy in the Therapeutic Field, together with complete, unredacted copies of each such agreement and any reports delivered by or provided to Athersys thereunder, subject to confidentiality obligations to the counterparty to each such Agreement; provided that where such obligations of confidentiality preclude or limit any such disclosures hereunder, Athersys shall use Commercially Reasonable Efforts to obtain consent from such counterparty to permit such disclosures to Angiotech.
Existing Third Party Agreements. Nothing in this Agreement is intended to require either party to terminate existing contractual relationships with any third party, and such agreements shall remain in effect on the terms and conditions in existence as of the date hereof.
Existing Third Party Agreements. Each Party acknowledges that, pursuant to the Existing Third Party Agreements, the applicable licensors thereunder Prosecute the Agios Patent Rights covered by such agreements; provided that Agios may have certain rights to assume Prosecution under such agreements and Agios has certain rights to Prosecute “Joint Patent Rights” under the [**] Agreement. Agios agrees to keep Celgene fully informed of these rights, as well as provide to Celgene all information and copies of documents received from the licensors under the Existing Third Party Agreements or their patent counsel relating to the Agios Patent Rights covered by such agreements. To the extent that Agios is permitted to proceed with Prosecution or provide comments or suggestions to patent documents under any Existing Third Party Agreement, then the Agios Patent Rights under such Existing Third Party Agreement shall be treated in the same manner as other Agios Patent Rights under this Section 10.2, and Agios shall exercise all such rights with respect to such Agios Patents Rights pursuant to the instructions of Celgene, if Celgene is given the right to act under this Section 10.2.
Existing Third Party Agreements. In the event that (i) a Patent Right covered by one of the Existing Third Party Agreements is at issue in an action under this Section 10.3 or Section 10.4, (ii) Agios has a right to enforce the Agios Patent Rights under such Existing Third Party Agreement, and (iii) Celgene desires to enforce such Patent in accordance with the procedures under this Section 10.3 or Section 10.4, as applicable, then Agios shall either obtain the licensor’s consent under the Existing Third Party Agreement so that Celgene may file such an action in its own name or shall undertake such an action on Celgene’s behalf.
Existing Third Party Agreements. Licensor agrees not to terminate or abandon any existing licenses from Third Parties related to the Product. Any decision to abandon or terminate such licenses, to challenge the validity of the patent rights covered by such licenses, or to obtain any additional Third Party license in connection with the manufacture, use or sale of the Product shall require the approval of the Fresenius Parties. In any litigation regarding such Third Party licenses, Licensor shall have the first right to bring or defend suit, in accordance with Section 9.7.
Existing Third Party Agreements. The license granted by AVEO to Biodesix in this Section 8.1 is subject to the terms and conditions of the AVEO Third Party Agreements expressly referenced on Schedule 8.1(c). Except for the terms and conditions expressly referenced on Schedule 8.1(c), the AVEO Third Party Agreements do not, in any material respect, affect the license granted by AVEO to Biodesix in this Section 8.1.
