Common use of New Third Party Licenses Clause in Contracts

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 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 borne by Corixa and shall not be passed on to Amersham as part of the Fully Allocated Cost of such Tositumomab or Corixa Iodine I 131 Tositumomab. (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.

New Third Party Licenses. (aSchedule 11.4(b) In sets forth all license agreements with Third Parties entered into by Sangamo after the event Amersham believes that one Effective Date and prior to the Amendment Effective Date pursuant to which Sangamo received a license under any Patent Rights or more licenses 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 intellectual property held by such scheduled license agreements as well as any license agreement with a Third Party are 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 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 order to assure Amersham writing that its activities under this Agreement involving sublicense is subject to the Product as formulated terms and administered as of the Effective Date do not infringe the intellectual property rights conditions of such Third Party, then the Parties Party agreement. Only upon agreeing in writing to make such payments and fulfill such other obligations 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 become a Third Party shall License for the purposes of this Agreement and such Patent Rights or Know-How licensed under such license agreement be borne Controlled by Amersham and deducted from Amersham's Net Sales. (b) In Sangamo for the purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event Amersham believes that one or more licenses under intellectual property held 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 a the Third Party are desirable in order acquiror prior to assure Amersham that its activities under this Agreement do not infringe the intellectual property rights effective date of such Third PartyChange of Control. Accordingly, then the Parties will discuss the situation in good faith and Amersham shall make the determination as to whether or not to (A) no such license agreements entered into by 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 acquiror will become 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 Licenses for the Territory do not infringe the intellectual property rights purposes 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 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 borne by Corixa and shall not be passed on to Amersham as part of the Fully Allocated Cost of such Tositumomab or Corixa Iodine I 131 Tositumomab. (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, and (B) no Patent Rights or Know-How licensed under such disagreement shall license agreements will be settled in accordance with the dispute resolution procedures set forth in Section 14.1Controlled by Sangamo for purposes of this Agreement.

New Third Party Licenses. (ai) In the event Amersham believes that one the JSC determines, after reasonable discussion and consultation between the Parties, that Patent Rights or more licenses under other intellectual property held rights owned or Controlled by a Third Party other than Patent Rights or any other intellectual property rights that are necessary addressed by the Existing Third Party Licenses should be licensed or acquired in order to assure Amersham 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 activities 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 involving the Product as formulated follows: (A) any and administered as of the Effective Date do not infringe the intellectual property rights of all amounts payable to such Third Party, then Parties by Novartis or its Affiliates to obtain and exercise such rights shall [ * ] if the Parties will discuss the situation Collaboration Product has had its First Commercial Sale anywhere 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 or Development Costs if the Collaboration Product has 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 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 passed on to Amersham as part of shared through the Fully Allocated Cost of such Tositumomab or Corixa Iodine I 131 Tositumomab and such increase royalty deduction mechanism set out below in Fully Allocated Cost shall be deducted from Amersham's Net SalesSection8.5(c). (dii) In the event Corixa believes that one or more licenses under If Novartis elects to designate intellectual property held as Later Acquired Novartis Technology, then the costs of obtaining such rights shall be shared by a Third Party are desirable in order to assure Corixa that its manufacture of Tositumomab or Iodine I 131 Tositumomab and other activities the Parties under this Agreement for 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 do or Development Costs if the Collaboration Product has not infringe 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, but (B) none of the royalty payments payable to such Third Parties that solely relate to the Fixed Royalty Territory shall be paid by Company (all of which shall be paid by Novartis). (iii) If Company elects to designate intellectual property rights of such Third Partyas Later Acquired Company Technology, then the costs of obtaining such rights shall be shared by the Parties will discuss the situation in good faith under this Agreement as follows: (A) any and Corixa shall make the determination as to whether or not to license such intellectual property. Any license fees or royalties all amounts payable to such Third Parties pursuant by Company 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, but (B) none of the royalty payments payable to such a license agreement between Corixa and a Third Party Parties that solely relate to the Fixed Royalty Territory shall be borne paid by Corixa and shall not be passed on to Amersham as part Novartis (all of the Fully Allocated Cost of such Tositumomab or Corixa Iodine I 131 Tositumomab. (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 which shall be settled in accordance with the dispute resolution procedures set forth in Section 14.1paid by Company).