Licenses from Third Parties Sample Clauses

Licenses from Third Parties. Each Party shall use commercially reasonable efforts to ensure that any licenses or other rights obtained from Third Parties existing as of the Effective Date and necessary or material to the manufacture, Development, promotion or sale of Products may be licensed or sublicensed to the other Party under the licenses granted in Article 2.1 and to each Party’s Affiliates or Third Parties engaged to manufacture, Develop, promote or sell Products or Product Improvements to the extent necessary hereunder. During the Term, the Parties agree to coordinate as reasonably necessary to determine the necessity and availability of any new material Third Party licenses related to the manufacture, Development, promotion or sale of Products or Product Improvements. The Parties shall share equitably in the costs associated with obtaining and maintaining any such approved licenses.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Licenses from Third Parties. Section 3.17(e) of the Company Disclosure Schedule lists all in-licenses of Technology or Intellectual Property Rights, other than standard, off-the-shelf Software commercially available on standard terms from third-party vendors (e.g., Microsoft Windows) that are licensed, collectively and in the aggregate, for a license fee of no more than $100,000 (collectively “Inbound License Agreements”), true, correct, and complete copies of which have been provided to Parent, indicating for each the title and the parties thereto and the Intellectual Property Rights licensed thereunder.
Sample 1Sample 2Sample 3See All (5)
Licenses from Third Parties. Company shall be responsible for (a) procuring license rights from Third Parties which are necessary or appropriate for the use of all Assays, Targets and associated materials provided by Company for use in the Research Collaboration, and (b) the payment of any amount due Third Parties under such licenses.
Sample 1
Licenses from Third Parties. If Ajinomoto enters into an agreement with a Third Party to obtain a license under a Patent Right or other right in the absence of which Ajinomoto, its Affiliates, or Sublicensees could not legally (including, without infringing any Third Party Patent Rights) Develop, Manufacture or Commercialize the Albireo Compound and/or a Product in the Field in the Territory, Ajinomoto may subtract from the royalties set forth in Section 5.3 [***] percent ([***]%) of the amount that Ajinomoto paid to such Third Party pursuant to such agreement; provided, however, that the royalties shall not be reduced to less than [***] percent ([***]%) of the amount that would otherwise be due under Section 5.3.1. Notwithstanding the foregoing, under no circumstances shall the aggregate royalty rate so calculated under Sections 5.3.2(c) and 5.3.2(d) be reduced to [***] of the amount that would otherwise be due under Section 5.3.1.
Sample 1
Licenses from Third Parties. If ZGEN licenses, or has licensed, ZGEN Enabling Technology from a Third Party, ZGEN will notify Serono of any such licenses, and at the request of Serono and where permitted [ * ] Confidential Treatment Requested
Sample 1
Licenses from Third Parties. If MTPC enters into a license with a Third Party for rights under a Patent or other rights in the absence of which MTPC, its Affiliates, or Sublicensees could not legally (including, without infringing the Intellectual Property of any Third Party) Develop, Commercialize or Final Manufacture the Viela Compound and/or a Product in the Field in the Territory, MTPC may subtract from the amounts payable to Viela pursuant to Section 6.5, [***] of the amounts that MTPC actually paid to such Third Party pursuant to such license (“MTPC Third Party Payments”). MTPC will promptly notify Viela in writing upon becoming aware of its obligation to make any MTPC Third Party Payments that it intendeds to subtract from amounts payable to Viela pursuant to this Section 6.7.2, such notice to include the details of such MTPC Third Party Payments.
Sample 1
Licenses from Third Parties. The license granted under Section 2.1 (License of Rights) includes all economic rights and licenses granted to the Parties by Third Parties to the extent those rights relate to the development and/or use of the Products and may be sublicensed to the Parties.
Sample 1
AutoNDA by SimpleDocs
Licenses from Third Parties. If ZGEN licenses, or has licensed, ZGEN Enabling Technology from a Third Party, ZGEN will notify Merck Serono of any such licenses, and at the request of Merck Serono and where permitted by the Third Party Agreement, ZGEN will sublicense such rights to Merck Serono for the sole purpose of evaluating the therapeutic utility of the proteins expressed by the Gene and performing Research Tasks or research pursuant to Section 3.
Sample 1
Licenses from Third Parties 
Sample 1Sample 2Sample 3

Related to Licenses from Third Parties

  • RECOVERY FROM THIRD PARTIES 11.1 If 11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.

  • No Third Parties Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

  • Use of Third Parties Except as may be expressly agreed to in writing by the State Entity, Contractor shall not subcontract, assign, delegate or otherwise permit anyone other than Contractor or Contractor's personnel to perform any of Contractor's obligations under this Contract or any of the work subsequently assigned under this Contract. No subcontract which Contractor enters into with respect to performance of obligations or work assigned under the Contract shall in any way relieve Contractor of any responsibility, obligation or liability under this Contract and for the acts and omissions of all subcontractors, agents, and employees. All restrictions, obligations and responsibilities of the Contractor under the Contract shall also apply to the subcontractors. Any contract with a subcontractor must also preserve the rights of the State Entity. The State Entity shall have the right to request the removal of a subcontractor from the Contract for good cause.

  • Received From Third Party Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund’s custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

  • No Rights in Third Parties This Agreement does not create any rights in, or inure to the benefit of, any third party except as expressly provided herein.

  • Unaffiliated Third Parties Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

  • Contracts (Rights of Third Parties ACT 1999

  • THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999

  • Assignments, Successors, and No Third-Party Rights Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld, except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!