Necessary Third Party IP. If either Party becomes aware of a Patent in the Territory owned by a Third Party that it believes will, or may, be infringed by the manufacture, importation, development or Commercialization of any Product in the Territory as contemplated by this Agreement, such Party shall notify the other Party of such Patent. The Parties then shall discuss the matter and seek in good faith to agree on whether the Parties should take a license under such Patent, and if so, on what terms; provided, that if the Parties are unable to agree after a reasonable period, not to exceed 30 days, of good faith discussions, then Eisai shall have the right to obtain such a license on such terms as it determines in its sole discretion. The Parties shall share the actual out-of-pocket amounts paid to the Third Party for any such license under such a Patent with respect to the Initial Product, with Eisai bearing […***…]% of such amounts and Arena bearing […***…]%; provided that (a) in no event shall Arena be required to pay any amount of its share of such payments in any Calendar Quarter that exceeds […***…]% of the Product Purchase Price Payments earned by Arena for Finished Product supplied to Eisai during such Calendar Quarter, and any amount of Arena’s share of such expenses not paid in any Calendar Quarter due to the foregoing limitation shall be carried forward and paid in future Calendar Quarters, (b) payments for past activities shall be subject to Section 9.4 to the extent applicable and (c) to the extent such license is required based on a Patent related to the manufacturing of such Finished Product, then, to the extent that Arena agrees to the terms of such license, Arena shall bear […***…]% of the actual out-of-pocket amounts paid to any Third Party for such license. The applicable percentages for any such license with respect to any Additional Product shall be determined pursuant to Section 3.3.
Necessary Third Party IP. Any royalties and any fees, milestones or other payments under all NovaMedica In-Licenses of Necessary Third Party IP shall be borne exclusively by NovaMedica. Except as set forth in Section 3.3.1, any royalties and any fees, milestones or other payments under the Existing Clearside In-License shall be borne exclusively by Clearside. Any royalties and any fees, milestones or other payments under all Clearside In-Licenses of Necessary Third Party IP other than the Existing Clearside In-License shall be borne by NovaMedica.
Necessary Third Party IP. Any royalties and any fees, milestones or other payments under all Clearside In-Licenses of Necessary Third Party IP shall be borne exclusively by Clearside, except to the extent Aura becomes a direct licensee of Emory University and The Georgia Tech Research Foundation pursuant to Section 10.2.2(a). For clarity, any royalties and any fees, milestones or other payments under the Emory/GTRC License Agreement shall be borne exclusively by Clearside.
Necessary Third Party IP. [**]. Any royalties and any fees, milestones or other payments under the Existing Argos In-Licenses shall be borne exclusively by Argos. [**].
Necessary Third Party IP. Subject to the applicable provisions of Section 10.5, during the period beginning on MEDcell’s exercise of the Option and ending upon Argos’ exercise of the Revocation Right with respect to the Commercialization License, (i) any royalties and any fees, milestones or other payments under all MEDcell In-Licenses of Necessary Third Party IP shall be borne exclusively by MEDcell, and (ii) any royalties and any fees, milestones or other payments under the Argos In-Licenses shall be borne exclusively by Argos.
Necessary Third Party IP. Any royalties and any fees, milestones or other payments under all China Company In-Licenses of Necessary Third Party IP shall be borne exclusively by China Company. Any royalties and any fees, milestones or other payments under the Existing Argos In-Licenses shall be borne exclusively by Argos. Any royalties and any fees, milestones or other payments under all Argos In-Licenses of Necessary Third Party IP other than the Existing Argos In-Licenses shall be borne by China Company to the extent they are required for the Commercialization of Licensed Products in the China Company Territory.
Necessary Third Party IP. Subject to the applicable provisions of Section 3.1.4, any royalties and any fees, milestones or other payments under all Pharmstandard In-Licenses of Necessary Third Party IP shall be borne exclusively by Pharmstandard. Any royalties and any fees, milestones or other payments under the Existing Argos In-Licenses shall be borne exclusively by Argos. Any royalties and any fees, milestones or other payments under all Argos In-Licenses of Necessary Third Party IP other than the Existing Argos In-Licenses shall be borne by Pharmstandard.
Necessary Third Party IP. Alnylam shall bear (a) one hundred percent (100%) of any royalties, any upfront fees, milestones or other payments under the Existing Alnylam In-Licenses, and (b) [**] percent ([**]%) of any royalties, any upfront fees, milestones or other payments under any Alnylam In-Licenses other than the Existing Alnylam In-Licenses, that are reasonably allocable to Necessary Third Party IP used by Kyowa Hakko in the Development, Manufacture or Commercialization of the Licensed Product in the Field in the Kyowa Hakko Territory. Subject to Kyowa Hakko’s right to offset payments of royalties, upfront fees and milestone payments pursuant to Section 7.4.4(a), Kyowa Hakko shall bear (i) one hundred percent (100%) of any royalties, upfront fees, milestones or other payments under the Kyowa Hakko In-Licenses, and (ii) [**] percent ([**]%) of any royalties, upfront fees, milestones or other payments under any Alnylam In-Licenses other than the Existing Alnylam In-Licenses, that are reasonably allocable to Necessary Third Party IP used by Kyowa Hakko in the Development, Manufacture or Commercialization of the Licensed Product in the Field in the Kyowa Hakko Territory.
Necessary Third Party IP. Subject to Section 7.4.4(e), the aggregate royalties payable to Alnylam pursuant to Section 7.4.1 in any period will be reduced by [**] percent ([**]%) of the amount paid by Kyowa Hakko in royalties and upfront fees and milestone payments in such period under all Kyowa Hakko In-Licenses of Necessary Third Party IP that are reasonably allocable to the Development, Manufacture or Commercialization of the Licensed Product in the Field in the Kyowa Hakko Territory.
Necessary Third Party IP
