Common use of Other Third Party Licenses Clause in Contracts

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.

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 Xxxxxx 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 ArtivaXxxxxx’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.

Other Third Party Licenses. Each Party shall promptly notify In the other Party if it becomes aware event that Acucela (or its Affiliate or Sublicensee, as applicable) is required to obtain, and obtains, one or more licenses under Patent Rights of any intellectual property rights Third Parties that are necessary for the manufacture, use or sale of any a Product in a country (hereinafter “Third Party that relate specifically Licenses”), Acucela may deduct 50% of the royalties actually paid 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 under such Third Party License with respect to sales of such Product in such country from the royalties otherwise payable to YouHealth under this Agreement with respect to Net Sales of such Product in such country; provided, however, that the royalties payable to YouHealth with respect to Net Sales of such Product in such country may not be reduced by more than 50% in any calendar quarter as a result of any and all such offsets in the aggregate. Any portion of the royalties paid to such Third Party under such Third Party License with respect to such Product in such country that Acucela would, but for the foregoing limitation on royalty reductions, be entitled to deduct under this Section 6.8(c) shall be carried over and applied against royalties payable to YouHealth in respect of such Product in such country in subsequent calendar quarters or against commercialization milestone payments that become due with respect to such Product until the full deduction is taken; and provided, further, that Acucela will not be entitled to credit any portion of royalties paid by Acucela or its Affiliate or Sublicensee to Third Parties with respect to any Other Active in any Combination Product. For purposes of this Section 6.8(c), “Acucela Deducted Amount” shall mean any amount that is (a) deducted by Acucela pursuant to this Section 6.8(c) from the royalties otherwise payable by Acucela to YouHealth under this Agreement with respect to sales of a Product in a country of the Acucela Territory, and GCLC shall have (b) in turn deducted by YouHealth from the right royalties otherwise payable by YouHealth to negotiate and obtain a license from UC under the UC License with respect to 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 sales of such intellectual property rights, including a description thereof and any payments that GCLC is obligated to pay Product in connection with the Territory or the grant, maintenance or exercise of the sublicense to Artiva in the Territorysuch country. Such agreement between GCLC and such Third Party [†]. Acucela shall be deemed a Territory Sublicense Third Party Agreement, and such intellectual property rights will be sublicensed to Artiva only if Artiva provides GCLC promptly provide YouHealth 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 evidence of such sublicense; and (iii) Artiva acknowledges in writing that its sublicense is subject payment to the applicable terms and conditions of such agreement between GCLC and such Third PartyUC.