New Third Party Licenses Sample Clauses

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. (b) In the event Amersham believes that one or more licenses under intellectual property held by a Third Party are desirable in order to assure Amersham that its activities under this Agreement 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. (c) In the event Corixa believes that one or more licenses under intellectual property held by a Third Party are necessary in order to assure Corixa that its manufacture of Tositumomab or Iodine I 131 Tositumomab and other activities under this Agreement for the Territory do not infringe the intellectual property rights of such Third Party, then the Parties will discuss the situation in good faith and Corixa 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 Corixa and a Third Party shall be initially borne by Corixa and, to the extent applicable to the manufacture of Tositumomab or Corixa Iodine I 131 Tositumomab provided by Corixa hereunder for the sale of Product in the Territory, shall be passed on to Amersham as part of the Fully Allocated Cost of such Tositumomab or Corixa Iodine I 131 Tositumomab and such increase in Fully Allocated Cost shall be deducted from Amersham's Net Sales. (d) In the event Corixa believes that one or more licenses under intellectual property held by a Third Party are desirable in order to assure Corixa that its manufacture of Tositumomab ...
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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. 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 Redacted
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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 [*]. (b) In the event Amersham believes that one or more licenses under intellectual property held by a Third Party are [*] do not infringe the intellectual property rights of such Third Party, then the Parties will [*]. (c) In the event Corixa believes that one or more licenses under intellectual property held by a Third Party are [*] do not infringe the intellectual property rights of such Third Party, then the Parties will [*]. (d) In the event Corixa believes that one or more licenses under intellectual property held by a Third Party are [*] do not infringe the intellectual property rights of such Third Party, then the Parties will [*]. (e) If the Parties disagree whether a particular Third Party intellectual property is necessary or desirable to avoid infringing activities by a Party pursuant to this Agreement, such disagreement shall be settled in accordance with the dispute resolution procedures set forth in Section 14.1.
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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.
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New Third Party Licenses. If Five Prime enters into any agreement with a Third Party after the Effective Date and obtains a license from such Third Party to any Know-How or Patents that are necessary or reasonably useful for the testing, development, manufacture, distribution, use, importation, exportation or sale of a Licensed Antibody or Licensed Product, then such license agreement shall only be deemed a Third Party License, and such Know-How and Patents, to the extent otherwise falling within the definition of Five Prime Licensed Technology, will only be sublicensed to BMS if all of the following conditions are satisfied: (i) Five Prime discloses the terms of the applicable license agreement to BMS, to the extent applicable to the rights that would be sublicensed to BMS, and (ii) BMS provides Five Prime with written notice in which (1) BMS consents to adding such Patents and Know-How to the definition of Five Prime Licensed Technology and such license agreement to the definition of Third Party License; (2) BMS agrees to make all payments when due and provide all reports required under such license agreement for all amounts that would be owed under such license agreement as a result of Five Prime’s granting a sublicense to BMS or BMS’s practice thereunder, including BMS’s and its Affiliates’ and sublicensees’ development, manufacture and commercialization of Licensed Products; and (3) BMS acknowledges in writing that its sublicense under such license agreement is subject to the terms and conditions of such license agreement. Confidential EXECUTION VERSION
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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.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • 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. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in Seller's business, and Seller's use of third-party software does not infringe the rights of any Person.

  • 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 To use our Services you may need to enter into agreements with other service providers which we call “Third Party Service Providers”. For example, if you use our Services via our mobile app, you may need to enter into an agreement with your mobile device manufacturer and network operator. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.

  • Third Party IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency’s benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency’s internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency’s advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee’s compliance with this Section 6.3, including without limitation documentation indicating a third party’s written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to Xxxxx’x prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, Xxxxx’x right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at Xxxxx’x sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Xxxxx’x control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • Grant of Intellectual Property License For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided herein.

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