New Third Party Licenses Sample Clauses

New Third Party Licenses. Pliant will, and will cause its Affiliates to: (i) not enter into any agreement with a Third Party that conflicts with (A) the rights granted to NVS hereunder, or (B) Pliant's ability to fully perform its obligations hereunder; (ii) not enter into any agreements that would impose additional obligations or liabilities on NVS without NVS' prior written consent; and (iii) promptly furnish NVS with complete and correct copies of all (A) amendments to any existing Third Party Licenses, and (B) new Third Party Licenses entered into in accordance with this Section 16.4(c), in each case ((A) and (B)), executed following the Execution Date.
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New Third Party Licenses. (a) In the event Amersham believes that one or more licenses under intellectual property held by a Third Party are necessary in order to assure Amersham that its activities under this Agreement involving the Product as formulated and administered as of the Effective Date do not infringe the intellectual property rights of such Third Party, then the Parties will discuss the situation in good faith and Amersham shall make the determination as to whether or not to license such intellectual property. Any license fees or royalties payable to Third Parties pursuant to such a license agreement between Amersham and a Third Party shall be borne by Amersham and deducted from Amersham's Net Sales.
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New Third Party Licenses. Celgene shall have the right, but not the obligation, to obtain a license (which for purposes of this Section 6.10, includes covenants not to xxx) to Third Party intellectual property rights which may be necessary for the development, manufacture or commercialization of any Licensed Compound or Licensed Product that is the subject of research, development, manufacture and/or commercialization efforts under this Agreement. The terms and conditions involved in obtaining such rights shall be determined at Celgene’s sole discretion and expense.
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New Third Party Licenses. (a) In the event that the Parties agree that one or more licenses under intellectual property held by a Third Party are necessary or desirable in order to assure that the
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New Third Party Licenses. Schedule 11.4(b) sets forth all license agreements with Third Parties entered into by Sangamo after the Effective Date and prior to the Amendment Effective Date pursuant to which Sangamo received a license under any Patent Rights or Know-How necessary or useful for the development, manufacture or commercialization of any Shire ZF Compound or Shire ZF Product. Shire will have the option to be granted a sublicense pursuant to Section 8.1 under such scheduled license agreements as well as any license agreement with a Third Party entered into by Sangamo after the Amendment Effective Date pursuant to which Sangamo receives a sublicensable license under any Patent Rights or Know-How necessary for the development, manufacture or commercialization of any Shire ZF Compound or Shire ZF Product. If Shire elects to be granted such a sublicense by Sangamo, then Shire must agree to (i) pay to Sangamo [***], (ii) provide all reports required under the agreement with such Third *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Party licensor on account of Sangamo’s exercise of such license, (iii) assume all obligations of a sublicensee under such Third Party agreement, and must acknowledge in writing that its sublicense is subject to the terms and conditions of such Third Party agreement. Only upon agreeing in writing to make such payments and fulfill such other obligations will such license agreement become a Third Party License for the purposes of this Agreement and such Patent Rights or Know-How licensed under such license agreement be Controlled by Sangamo for the purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event of a Change of Control of Sangamo, the provisions of this Section 11.4(b) will not apply to any license agreements entered into by the Third Party acquiror prior to the effective date of such Change of Control. Accordingly, (A) no such license agreements entered into by such Third Party acquiror will become Third Party Licenses for the purposes of this Agreement, and (B) no Patent Rights or Know-How licensed under such license agreements will be Controlled by Sangamo for purposes of this Agreement.
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New Third Party Licenses. (a) In the event Amersham believes that one or more licenses under intellectual property held by a Third Party are [*] activities under this Agreement involving the Product [*] do not infringe the intellectual property rights of such Third Party, then the Parties will [*].
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New Third Party Licenses. (i) In the event that the JSC determines, after reasonable discussion and consultation between the Parties, that Patent Rights or other intellectual property rights owned or Controlled by a Third Party other than Patent Rights or any other intellectual property rights that are addressed by the Existing Third Party Licenses should be licensed or acquired in order to Develop, Manufacture, use or Commercialize a Collaboration Product anywhere in the Territory (“New Third Party Licenses”), with the goal of the Parties treating such rights in a manner as similar as possible to that of Joint Patents and Joint Know-How, Novartis or its Affiliates shall enter into the agreement with such Third Party to secure such Patent Rights and/or other intellectual property rights. The costs of obtaining such rights shall be shared by the Parties under this Agreement as follows: (A) any and all amounts payable to such Third Parties by Novartis or its Affiliates to obtain and exercise such rights shall [ * ] if the Collaboration Product has had its First Commercial Sale anywhere in the Territory or Development Costs if the Collaboration Product has not had its First Commercial Sale anywhere in the Territory, as the case may be, except to the extent any such amounts payable solely relate to the Fixed Royalty Territory, and (B) royalty payments payable to such Third Parties that solely relate to the Fixed Royalty Territory (the “Novartis New Fixed Royalty Territory Payments”) shall be shared through the royalty deduction mechanism set out below in Section8.5(c).
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New Third Party Licenses. (a) In the event that the Parties agree that one or more licenses under intellectual property held by a Third Party are necessary or desirable in order to assure that the 12. <PAGE> activities contemplated by this Agreement do not infringe the intellectual property rights of such Third Party, then Corixa shall use commercially reasonable efforts to obtain such license(s) from such Third Party, with the right to grant sublicense(s) to GSK Canada of the scope set forth in Section 2.1(a). (b) If the payments owed under a license described in Section 2.6(a) would be Third Party Royalties, then prior to entering into the license agreement, Corixa shall obtain GSK Canada's consent to the economic terms of such license, provided that such consent shall not be unreasonably withheld or delayed. By giving such consent, GSK Canada acknowledges and agrees to be bound by all provisions of such license agreement (including, without limitation, those provisions regarding royalty payments (as described in greater detail in Section 6.5), insurance and indemnification), to the extent that such provisions are applicable to activities performed in or for the benefit of the Territory pursuant to this Agreement. The Parties agree that the foregoing does not require GSK Canada to fulfill obligations arising under such license agreement as a result of the activities, for the benefit of the Corixa Territory, of Corixa or Corixa's other licensees, or to be responsible or liable for any failure or breach by Corixa of any of its obligations under any of those agreements, unless such failure or breach was due to GSK Canada's action or inaction. Allocation between the Parties of the amounts payable to such Third Party on account of such license agreement shall be as set forth in Section 6.5. (c) If the payments owed under a license described in Section 2.6(a) would not be Third Party Royalties, then Corixa need not obtain GSK Canada's consent before entering into the license, and Corixa shall be responsible for all payments owed under the license, provided that GSK Canada timely and accurately provides all information requested by Corixa to calculate and substantiate the amount of such payments. 2.7
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Related to New Third Party Licenses

  • Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

  • Third Party License Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive license to a CRADA Subject Invention made solely by an ICD employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in connection with the Purchased Assets, and to Sellers’ knowledge, Sellers’ use of third-party software does not infringe the rights of any Person or Entity.

  • Research Licenses (a) Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party and its Affiliates, on behalf of itself and its Affiliates, a non-exclusive, royalty-free, worldwide, revocable, limited license to use, during the term of this Agreement, the Independent Technology of the owner Party, solely to permit the other Party’s (by itself and/or through its Affiliates’) performance of research and development activities in connection with the execution and implementation of any Development Program under this Agreement and/or to pursue by itself, with no third Person (not including Affiliates) involvement, independent, internal research and development initiatives outside the scope of this Agreement. In the event that a Party’s and/or its Affiliates’ (“Licensor Party”) Independent Technology is used under the license granted in this Section 7.3 (a) by the other Party and/or its Affiliates (“Licensee Party”) to pursue independent research and development initiatives outside the scope of this Agreement and such initiatives result in the creation or development of any Invention and/or Technology, the Licensee Party hereby grants and agrees to grant to the Licensor Party, a non-exclusive, royalty-free, worldwide license under such Invention and/or Technology, as well as any Intellectual Property Rights derived from such Invention and/or Technology.

  • Inbound Licenses Except as disclosed on the Schedule, Borrower is not a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

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