Other Third Party Licenses Sample Clauses

Other Third Party Licenses. Each Party shall promptly notify the other Party if it becomes aware of any intellectual property rights of any Third Party that relate specifically to any Exercised Selected Product or other Selected Product or its manufacture or use. To the extent possible, Artiva shall have the right to negotiate and obtain a license from such Third Party in the Territory, and GCLC shall have the right to negotiate and obtain a license from such Third Party outside the Territory. If GCLC Controls Patents or other intellectual property rights of any Third Party that relate specifically to an Exercised Selected Product or its manufacture or use in the Territory (other than pursuant to an Existing Third Party Agreement as provided in Section 5.4(d)), GCLC shall notify Artiva in writing of such intellectual property rights, including a description thereof and any payments that GCLC is obligated to pay in connection with the Territory or the grant, maintenance or exercise of the sublicense to Artiva in the Territory. Such agreement between GCLC and such Third Party shall be deemed a Territory Sublicense Third Party Agreement, and such intellectual property rights will be sublicensed to Artiva only if Artiva provides GCLC with written notice in which: (i) Artiva consents to adding such intellectual property rights to the definition of Selected Product Technology and such agreement between GCLC and such Third Party to the definition of Territory Sublicense Third Party Agreement; (ii) Artiva agrees to be responsible for all payments that would be owed under such agreement between GCLC and such Third Party (as disclosed to Artiva) due to GCLC’s granting a sublicense to Artiva or Artiva’s practice of such sublicense; and (iii) Artiva acknowledges in writing that its sublicense is subject to the applicable terms and conditions of such agreement between GCLC and such Third Party.
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Other Third Party Licenses. If, during the Term, Gilead, its Affiliates or its Sublicensees determines that it is necessary to enter into an agreement with a Third Party with respect to Patents or Know-How owned or controlled by such Third Party (other than Third Party Tarmogen-Related IP), to make, have made, use, import, sell, have sold, or otherwise exploit a Licensed Product in any country in the Territory, then, Gilead shall promptly notify GlobeImmune in writing thereof and [*]; provided, however, [*]; and provided further that, [*].
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Other Third Party Licenses. If the Parties determine that, after consultation with intellectual property counsel, obtaining a license from a Third Party under such Third Party's intellectual property rights is necessary or useful for Screening, Research, Development or Commercialization of any Compound or Product under this Agreement, the JSC or the MSC shall determine which Party shall have the responsibility to negotiate and enter into an agreement with such Third Party for such a license. The Party entering into such agreement shall pay the Third Party License Fees due thereunder to such Third Party, subject to reimbursement in accordance with Section 8.2.3(e).
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Other Third Party Licenses. On a country-by-country and Licensed Product-by-Licensed Product basis, in the event it is necessary for UCB to obtain a license under a Valid Claim of a Patent owned or controlled by a Third Party that covers a Licensed Protein in connection with the development and commercialization of a Licensed Product related to such Licensed Protein, such that the sale of such Licensed Product in such country absent such license would otherwise infringe such Valid Claim of such Third Party Patent, then UCB shall be solely responsible for obtaining such license and shall be responsible for payment of all the costs incurred in connection with obtaining such license. UCB shall have the right to credit and deduct *** percent (***%) of any royalties actually paid by UCB to such Third Party under such license with respect to sales of Licensed Product in a given country against the royalty payments due to *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. FivePrime under Sections 8.4.1 and 8.4.2; provided that the royalty payment to FivePrime on Net Sales of same Licensed Product in a given Calendar Quarter shall not be reduced below *** percent (***%) of the royalties that would otherwise be due under this Section 8.4.
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Other Third Party Licenses. In the event that the Parties ---------------------------------- agree that it is necessary for Pharmacopeia to obtain a license (except for any licenses relating to Pharmacopeia Enabling Technology obtained pursuant to Section 2.6.2) from a Third Party in order to perform one or more Collaboration research projects selected by Schering, the Parties shall agree on the respective amounts to be paid by Schering and Pharmacopeia to obtain any such license. Each Party's share of such license costs shall be determined by ascertaining the independent value the licensed technology has to Schering (as reasonably determined by Schering), and to Pharmacopeia and any Third Parties collaborating with Pharmacopeia (as reasonably determined by Pharmacopeia) and apportioning the license costs between Pharmacopeia, Schering and such Third Parties in an equitable manner. It is understood and agreed that Pharmacopeia shall not be obligated hereunder to pay for any such license without its express consent, and that the failure of Pharmacopeia to conduct research activities that cannot be performed without such license shall not constitute a breach of this Agreement. It is further understood and agreed that, in the event that no Third Parties have shared in the costs and Schering has paid and/or reimbursed Pharmacopeia for all of the costs of such licenses, Schering shall have the right, by providing written notice, to prohibit Pharmacopeia from using licensed technology, or other license rights, acquired pursuant to this Section 2.6.3
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Other Third Party Licenses. Subject to Section 7.3.2(a) (IP Relevant to Adaptimmune Platform), [***] shall have the right to obtain licenses to all Third Party IP and shall have [***]. To the extent such Third Party IP is necessary for [***] performance of its activities under the Research Program, [***] will use commercially reasonable efforts to obtain a right under such license for [***] to sublicense such rights to [***] for use in [***] performance of the Research Program. For clarity, [***] shall also have the right to itself obtain licenses to such Third Party IP.
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Other Third Party Licenses. In the event that one or more patent -------------------------- licenses from third parties (excluding MRC and Dyax Licenses and Third Party Antibody Licenses) are required by a Party or its sublicense in order to develop, make, have made, import, use, or sell Licensed Product(s) ("Other Third Party Licenses"), any consideration actually paid under such Third Party License(s) by a Party or its sublicense, shall not be creditable against any royalty payments due under this Agreement.
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Related to Other 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.

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