Other Third Party Technology Sample Clauses

Other Third Party Technology. RED acknowledges and agrees that other than the CloudMinds Provided Third Party Technology, the Products may use or operate on or with Technology and/or services operated or provided by third parties (“Other Third Party Technology”). CloudMinds is responsible for procuring necessary (as determined in its reasonable discretion to its best knowledge as of the Effective Date) rights for Other Third Party Technology (including entering into the necessary license agreements and complying with any applicable terms or conditions thereof), provided that RED shall reimburse CloudMinds 50% of CloudMinds’ documented out-of-pocket payments of all royalties, fees, costs, and expenses (including attorney’s fees) incurred in connection with such licenses. After the Effective Date, each party shall promptly notify the other party of any Other Third Party Technology of which it becomes aware that would be infringed or violated by the manufacturing, use, distribution, or other exploitation of the Products as contemplated under this Agreement. CloudMinds does not make any representations or warranties with respect to nor will it be liable in any way for any Other Third Party Technology.
Sample 1Sample 2
AutoNDA by SimpleDocs
Other Third Party Technology. During the term of this Agreement, if either party becomes aware of Third Party rights that may be desirable to license in order to manufacture, market, import, use or sell a Collaboration Product (other than rights granted under the Oregon/UC Agreements), it shall notify the other party and the Executive Committee will determine whether a license should be sought under such rights. If CoCensys has exercised the Re- engagement Option, and in the event that such acquired rights result in payments to a Third Party, [*] of such payments attributable to the manufacture, marketing, importation, use or sale of the applicable Collaboration Product in the Co-Promotion Country shall be included as a Co-Promotion Expense of the party making such payment in that country. In the event that such acquired rights result in payments to a Third Party, [*] of any such payments attributable to *Confidential treatment requested the manufacture, marketing, importation, use or sale of such Collaboration Product in the non-Co-Promotion Country shall be deducted from royalty payments due to CoCensys pursuant to this Agreement with respect to such Collaboration Product in such country, provided, however, in no event shall royalties due CoCensys pursuant to this Agreement with respect to sales of such Collaboration Product in any non-Co-Promotion country be reduced by more than [*] of Net Sales of such Collaboration Product in such country.
Sample 1
Other Third Party Technology. Dynavax shall be responsible for all consideration payable under any agreement between Dynavax and a Third Party under which Dynavax has been granted a license or otherwise obtains rights in such Third Party’s intellectual property (other than as expressly provided in Section Error! Reference source not found. with respect to the [ * ] as follows:
Sample 1
Other Third Party Technology. In the event that UCB or ImClone (the Acquiring Party) proposes to apply to an Antibody Product technology that the Acquiring Party obtains from a Third Party, whether before or after the Effective Date, other than pursuant to Article 10.8(a), the Acquiring Party shall disclose the same to the Collaboration Committee, including any royalty or other payment obligations to a Third Party determined in accordance with GAAP that would apply as a result of the Development, Commercialisation or Manufacture of such Antibody Products for an Agreed Indication under this Agreement. The Collaboration Committee shall determine, within [***] [Confidential Treatment Required], whether or not the Collaboration Committee agrees that such technology should be applied to such Antibody Product, and if the Collaboration Committee so determines that it should be, the agreement under which the Acquiring Party acquires such technology shall be deemed to be an In-Licence and Part 1 or Part 2 of Schedule 1 shall be deemed amended accordingly, and any applicable corresponding royalty payments or obligations shall be treated as [***] [Confidential Treatment Required]. If the Collaboration Committee fails to agree that such technology should be applied to such Antibody Product, (i) the subject matter of such agreement shall not be within the definition of UCB Know-How, ImClone Know-How, UCB Patent Rights or ImClone Patent Rights under this Agreement, (ii) the other Party shall have no licence or other rights with respect to such technology, and (iii) to the extent a Party still wishes to apply such technology to an Antibody Product, it may do so [***] [Confidential Treatment Required].
Sample 1

Related to Other Third Party Technology

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • 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.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • 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.

  • Technology For purposes of this Agreement, “Technology” means all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein. Further, for purposes of this Agreement, “Software” means any and all computer programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation, including user manuals and other training documentation, related to any of the foregoing.

  • Know-How The term “

  • Third Party Patent Rights If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.