Future BioNTech Third Party Agreements Sample Clauses

Future BioNTech Third Party Agreements. If BioNTech enters into bona fide discussions with a Third Party after the Effective Date which would, if an agreement is finally executed with such Third Party, give BioNTech rights to any Intellectual Property Rights that could reasonably be applicable to the Candidates or Products in the Field, then BioNTech shall notify the JSC for discussion pursuant to Section 4.3.2(d)(vii). Any Intellectual Property Rights Controlled by BioNTech pursuant to a BioNTech Third Party Agreement executed between BioNTech and such Third Party (each, a “Future BioNTech Third Party Agreement”) shall only be included in the licenses granted to Pfizer under this Agreement if and when Pfizer: (a) notifies BioNTech in writing that such Intellectual Property Rights be included in the licenses granted to Pfizer under this Agreement; (b) agrees to reimburse BioNTech [***] of the royalties payable by BioNTech to the Third Party Licensor under such Future BioNTech Third Party Agreements (i) solely to the extent such royalties are due in connection with the sale of Candidates or Products hereunder and (ii) provided that the [***] cap on royalties payable by Pfizer to BioNTech set forth in Section 3.5.3(b)(y) shall not apply in respect of such reimbursement; and (c) agrees to comply with the terms of such Future BioNTech Third Party Agreement applicable to Pfizer as a sublicensee. BioNTech shall not in any circumstance conclude any agreement with a Third Party so as to prevent Pfizer gaining access to such Third Party’s Intellectual Property Rights within the Field for any Candidate or Product.