Offset for Third Party Licenses Sample Clauses

Offset for Third Party Licenses. If LICENSEE makes payments to one or more non-Affiliate third parties for intellectual property or technology in order to make, use, or sell any Licensed Product or perform Licensed Services, LICENSEE may offset on a country-by-country basis [***] per cent ([***]%) of such third-party payments against any royalty payments that are due to MSKCC under Sections 4.2.1 and 4.2.2 above, provided however, that the royalty payments to MSKCC shall not be reduced to a rate of less than [***]% under Section 4.2.1 or [***]% under Section 4.2.2 in any year unless the aggregate royalty obligation due to third parties by the LICENSEE equals or exceeds [***] in any given country, in which case the royalties payable to MSKCC shall not be reduced to a rate of less than [***]% under Section 4.2.1 or Section 4.2.2. Any third party payments that are not applied as royalty offsets in a given year may be carried forward and applied as an offset for up to [***] from the date of payment to the applicable third party.
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Offset for Third Party Licenses. (a) Appendix B sets forth the allocation between the parties of the costs associated with each Third Party License entered into prior to the Effective Date. Such costs include license fees and any other fixed costs associated with the Third Party License as well as any royalties. After the Effective Date, the parties shall, within [*] of the end of each [*], reimburse each other in accordance with this Section 7.4 to effect the agreed-on sharing of such license fees and other fixed costs. Both parties hereby acknowledge that [*] has obtained a required license from the [*] to use the [*] in order to carry out the activities anticipated by this Amended and Restated Worldwide Agreement and that [*] has reimbursed [*] under the 1989 Agreements so that the license fees and other fixed costs of the [*] license have been shared [*]
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Offset for Third Party Licenses. (a) If PDL and Roche agree in writing that either party must obtain a license from an independent third party in order for Roche to manufacture, use or sell a Licensed Product or for PDL to fulfill its obligations under the Research Program and if PDL and Roche agree upon the terms of such license ("Third Party License"), then the parties shall [ ] the cost of that license [ ]. Such cost includes license fees and any other fixed costs associated with the Third Party License as well as any royalties. The parties then shall, within thirty (30) days, reimburse each other in the manner necessary to effect a [ ] of such license fees and other fixed costs. Both parties hereby acknowledge that PDL has obtained a required license from the National Technical Information Service ("NTIS") to use the anti-Tac antibody prepared against the IL-2R in order to carry out the activities anticipated by this Agreement, and that Roche will reimburse PDL within thirty (30) days of the Effective Date so that the license fees and other fixed costs of the NTIS license will have been [ ].
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Offset for Third Party Licenses. (a) Appendix B sets forth the allocation between the parties of the costs associated with each Third Party License. Such costs include post-Amendment Effective Date license fees and any other post-Amendment Effective Date fixed costs associated with the Third Party License as well as any royalties incurred with respect to sales after the Amendment Effective Date.
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Offset for Third Party Licenses. (a) If PDL and F. Xxxxx agree in writing that either party must obtain a license from an independent third party in order for F. Xxxxx to manufacture, use or sell a Licensed Product in the Territory and if PDL and F. Xxxxx agree upon the terms of such license ("Third Party License"), then the parties shall [ ] the cost of that license [ ]. Such cost includes license fees and any other fixed costs associated with the Third Party License as well as any royalties. The parties then shall, within thirty (30) days, reimburse each other in the manner necessary to effect a [ ] of such license fees and other fixed costs.
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Offset for Third Party Licenses. (a) If PDL and X. Xxxxx agree in writing that either party must obtain a license from an independent third party in order for X. Xxxxx to manufacture, use or sell a Licensed Product in the ROW Territory and if PDL and X. Xxxxx agree upon the terms of such license ("Third Party License"), then the parties shall [CONFIDENTIAL TREATMENT REQUESTED]. Such cost includes license fees and any other fixed costs associated with the Third Party License as well as any royalties. The parties then shall, within thirty (30) days, reimburse each other in the manner necessary to effect a [CONFIDENTIAL TREATMENT REQUESTED] sharing of such license fees and other fixed costs.
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Offset for Third Party Licenses. (a) Appendix B sets forth the allocation between the parties of the costs associated with each Third Party License entered into prior to the Effective Date. Such costs include license fees and any other fixed costs associated with the Third Party License as well as any royalties. After the Effective Date, the parties shall, within [CONFIDENTIAL TREATMENT REQUESTED] of the end of each [CONFIDENTIAL TREATMENT REQUESTED], reimburse each other in accordance with this Section 7.4 to effect the agreed-on sharing of such license fees and other fixed costs. Both parties hereby acknowledge that [CONFIDENTIAL TREATMENT REQUESTED] has obtained a required license from the [CONFIDENTIAL TREATMENT REQUESTED] to use the [CONFIDENTIAL TREATMENT REQUESTED] in order to carry out the activities anticipated by this Amended and Restated Worldwide Agreement and that [CONFIDENTIAL TREATMENT REQUESTED] has reimbursed [CONFIDENTIAL TREATMENT REQUESTED] under the 1989 Agreements so that the license fees and other fixed costs of the [CONFIDENTIAL TREATMENT REQUESTED] license have been shared [CONFIDENTIAL TREATMENT REQUESTED].
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Offset for Third Party Licenses. (a) Subject to Appendix B, if PDL and Roche agree in writing that either party must obtain a license from an independent third party in order for Roche or PDL to manufacture, use or sell a Licensed Product and if PDL and Roche agree upon the terms of such license ("Third Party License"), then the parties shall share the cost [CONFIDENTIAL TREATMENT REQUESTED]. Such cost includes license fees and any other fixed costs associated with the Third Party License as well as any royalties. The parties then shall, within thirty (30) days, reimburse each other in the manner necessary to effect a [CONFIDENTIAL TREATMENT REQUESTED] sharing of such license fees and other fixed costs. [CONFIDENTIAL TREATMENT REQUESTED] (b) Notwithstanding anything to the contrary herein, PDL's share of the royalties portion of the cost of any Third Party License, including [CONFIDENTIAL TREATMENT REQUESTED], shall be (i) accrued against and deducted from any amounts due to PDL from Roche pursuant to Article IV and Article IV-A if Roche pays the royalties due under the Third Party License to such third party, and (ii) accrued in favor of and added to any amounts due to PDL from Roche pursuant to Article IV and Article IV-A if PDL pays the royalties due under the Third Party License to such third party; provided, however, that this addition or offset shall not cause the amount paid by Roche to PDL:
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Related to Offset for 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).

  • No Infringement of Third Party IP Rights The Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. No Owned Company Software and, to the Knowledge of the Company, no Licensed Company Software infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing:

  • 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.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • Infringement of Third Party Patents (a) If a third party asserts that a patent or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period.

  • 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.

  • Patent Licenses (a) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Lucent hereby grants to Company during the License Term, a personal, non-transferable (except as permitted in Section 5.08) and non-exclusive license (without any right to sublicense) under (a) patents and/or patent applications listed in Appendix C, (b) patents on sole inventions (as defined in Section 2.03(a) owned by Lucent, to (i) perform the Development Project during the Development Period, and (ii) to make, have made, use, lease, sell, offer to sell and import Licensed Product.

  • Infringement of Patents by Third Parties (a) Except as expressly provided in the remainder of this Section 6.3, Intrexon shall have the sole right to take appropriate action against any person or entity directly or indirectly infringing any Intrexon Patent (or asserting that an Intrexon Patent is invalid or unenforceable) (collectively, “Infringement”), either by settlement or lawsuit or other appropriate action.

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