Future Third Party Agreements Clause Samples
Future Third Party Agreements. (a) If, after the Effective Date, either Party enters into a license agreement in which it would Control any Patents or Know-How licensed from a Third Party that would fall under the definitions of (i) in the case of MacroGenics, MacroGenics Licensed Patents or MacroGenics Licensed Know-How, or (ii) in the case of Zai, Zai Licensed Patents or Zai Licensed Know-How (each, an “Future Third Party Agreement”), then such licensee Party (the “In-License Party”) shall promptly notify the other Party in writing of the terms and conditions of such Future Third Party Agreement, including a description of such Patents or Know-How, any restrictions on use, obligations required to be undertaken by, or otherwise applicable to, any (sub)license and any Triggered Third Party Payment that would be payable if the other Party elects to obtain a sublicense under such Patents or Know-How; and upon the other Party’s reasonable written request, provide a copy of such Future Third Party Agreement, provided that the licensee Party shall have the right to redact confidential, proprietary or sensitive information from such copy.
(b) Subject to Section 3.8(c), unless the other Party [***], and subject to all other applicable terms of the Future Third Party Agreement to the extent that would be applicable to the rights (sub)licensed hereunder to such Party, then (i) in the case of MacroGenics as the In-License Party, the MacroGenics Licensed Patents or MacroGenics Licensed Know-How, or (ii) in the case of Zai as the In-License Party, Zai Licensed Patents or Zai Licensed Know-How, in each case (i)-(ii) shall not include such Patents or Know-How in-licensed pursuant to such Future Third Party Agreement.
(c) [***], with respect to any Patents or Know-How that is (i) licensed to the In-License Party under a Zai Third Party Agreement or MacroGenics Third Party Agreement and (ii) necessary or reasonably useful for the non-In-License Party to perform its obligations under this Agreement or exercise the rights licensed to it under this Agreement with respect to the [***] Program, then:
(i) any Triggered Third Party Payment that is (A) associated with such Patents or Know-How and (B) payable by the In-License Party after the Opt-In shall be [***]; and
(ii) such Patents or Know-How shall be [***] (in the case of MacroGenics as the In-License Party) or [***] (in the case of Zai as the In-License Party).
(d) [***].
Future Third Party Agreements. Notwithstanding Section 6.11 of the Agreement to the contrary, Sanofi shall be solely responsible for in-licensing or acquiring rights to any Patent that: (a) is not Controlled by either Party; (b) covers (i) a Target Invention with respect to Mir-21, (ii) a Compound Invention with respect to any Mir-21 Compound, (iii) a Method Invention with respect to any Mir-21 Compound or (iv) a Formulation Invention with respect to any Mir-21 Compound; and (c) Sanofi determines in its sole discretion is, or is likely to be, necessary for the Development or Commercialization of any Mir-21 Product.
Future Third Party Agreements. The following shall not constitute “Third Party CNS Agreements” for purposes of this Master Agreement: (i) any agreement between a Party and a contractor, contract research organization, contract manufacturer or other Third Party, under which such Third Party only performs contract services on behalf of such Party, for the research, development or manufacture of siRNAs delivered to the CNS and for which no product-related commercial rights are granted or (ii) any agreement between a Party and an academic institution or non-profit institution, under which such Party and such institution collaborate with respect to the research, development or manufacture of siRNAs delivered to the CNS and for which no product-related commercial rights are granted.
Future Third Party Agreements. (i) After the Effective Date, if (A) Licensor or any of its Affiliates, in its sole discretion, determines to enter into any agreement with one or more Third Parties whereby IMI gains rights in or to any Patent Rights or Technology that would amount to Licensed Patents or Licensed Know-How, respectively, hereunder, and (B) the practice of such Patent Rights and Technology in the Field by IMI or any of its Sublicensees would give rise to royalties payable by Licensor or its applicable Affiliates, then such Patent Rights and Technology shall only be treated as "Controlled" and thus Licensed Patents and Licensed Know-How hereunder if and only if IMI agrees by amendment to this Agreement to reimburse Licensor and such Affiliate for the amount payable to such Third Party for activities by IMI and its Sublicensees.
(ii) Licensor shall notify IMI of any such Third Party agreements, shall provide an unredacted copy of same to IMI for IMI to consider (subject to any applicable Third Party confidentiality requirements), and shall enter into any such amendment upon IMI's reasonable request.
(iii) For clarity, this Section 2.3(b) shall not apply to the NS License or any NS Licensed Patents or NS Licensed Know-How, and further shall not apply to any Patent Rights or Technology owned in whole or in part by Licensor or any of its Affiliates (except to the extent Licensor or any of its Affiliates are required to account to any non-NS Third Party that jointly owns such Patent Rights or Technology for revenues generated from the licensing of such rights).
Future Third Party Agreements