Third Party In-Licenses. If Paragon (or its Affiliate) enters into any in-license agreement with a Third Party after the Effective Date with respect to any Patent that would, if Controlled by Paragon, be included within the Licensed Antibody Patents or the Other Licensed Patents (each such agreement, a “Paragon Third Party Agreement”), Paragon shall notify Spyre in writing that it entered into such Paragon Third Party Agreement and provide a copy of such Paragon Third Party Agreement to Spyre, which may be redacted solely concerning [***] or other confidential terms not applicable to sublicensees. Spyre shall have the right, by delivery of notice to Paragon, to elect to take a sublicense under such Patents in-licensed by Paragon under such Paragon Third Party Agreement. If Spyre elects to become a sublicensee thereunder pursuant to this Section 2.8, then (a) the applicable Patents under such Paragon Third Party Agreement shall be included within the Licensed Antibody Patents or the Other Licensed Patents, as applicable, that are licensed to Spyre under Section 2.1, (b) Spyre shall reimburse Paragon for its pro rata share of royalties or other consideration, as mutually agreed by the Parties, for Spyre’s Development, Manufacture, Commercialization or other exploitation of a Spyre Product in the Field in the Territory in connection with a grant to Spyre of such Patents (the “Reimbursement Obligation”), and (c) Spyre shall comply with the terms of such Paragon Third Party Agreement to the extent applicable to Spyre as a sublicensee of such Patents. In the event of any conflict between the terms of this Agreement and any Paragon Third Party Agreement applicable to a sublicense granted by Paragon to Spyre in accordance with this Section 2.8, the terms of the Paragon Third Party Agreement shall control solely to the extent necessary for the Parties to maintain compliance with such Paragon Third Party Agreement. Spyre shall comply with the Reimbursement Obligation by paying to Paragon any amounts subject to the Reimbursement Obligation within the earlier of (i) [***] days after Spyre’s receipt from Paragon of an invoice for such payment, and (ii) the date when such payment is due to the counterparty licensor under the applicable Paragon Third Party Agreement, provided that such payment shall not be due prior to the date when such amounts are payable by Paragon to the counterparty licensor under the applicable Paragon Third Party Agreement.
Third Party In-Licenses. 7.1. Moderna [***] In-Licenses.
(a) [***] In-Licenses. All Moderna [***] In-Licenses shall be deemed to be Moderna Collaboration In-Licenses for purposes of this Agreement and the Patents and Know-How in-licensed under such Moderna [***] In-Licenses will be deemed Moderna Technology, provided that notwithstanding anything to the contrary contained herein (including Section 7.7), Moderna shall be solely responsible for [***].
Third Party In-Licenses. The terms and conditions for the inclusion and treatment under the Collaboration of Patents and Know-How in-licensed by a Party pursuant to Third Party In-Licenses are set forth on Exhibit F.
Third Party In-Licenses. 8.10.1. During the Term, Protagonist shall be responsible for the payment of any amounts that become due to any Third Party under any agreement to which Protagonist is a party that is in effect on the Effective Date (including any Existing Protagonist License Agreements) as a result of either Party’s activities with respect to the Licensed Compounds or Licensed Products under this Agreement. In the event Xxxxxxx makes any such payment to a Third Party, Protagonist shall reimburse Xxxxxxx for such amount.
8.10.2. Prior to the Opt-In Effective Date, neither Party shall obtain a license from a Third Party under any Third Party Blocking Intellectual Property Rights without first (i) discussing the proposed license with the other Party, (ii) obtaining the consent of the other Party, (such consent not to be unreasonably withheld, conditioned, or delayed), and (iii) if applicable, agreeing upon the allocation of any royalties or other consideration payable to such Third Party between those related to the use of such Third Party Blocking Intellectual Property Rights for Licensed Compounds or Licensed Products under this Agreement and those related to the use of such Third Party Blocking Intellectual Property [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.
(a) during the License Term. For the avoidance of doubt, any rights or licenses which a Party obtains under Third Party Blocking Intellectual Property Rights as a result of a merger with or acquisition of a Third Party who had prior to such transaction obtained such Third Party Blocking Intellectual Property Rights shall not be deemed a violation of this Section 8.10.2.
8.10.3. On and after the Opt-In Effective Date, if Xxxxxxx or its Affiliate or sublicensee is required, or [ * ] it necessary for Xxxxxxx or one of its Affiliates or sublicensees, to obtain a license from a Third Party under any Third Party Blocking Intellectual Property Rights in a country, Xxxxxxx (or its Affiliate or sublicensee) shall have the sole right to obtain such license. Such royalties and other consideration allocable to Licensed Compounds and Licensed Products will, unless otherwise agreed by the Parties, be subject to the royalty reduction provisions set forth in Section 7.5.2
(a) during the License Term. On and after the Opt-In Effective Date, Pro...
Third Party In-Licenses. Subject to the provisions of ARTICLE 6 hereof, Licensee shall be responsible for the payment of royalties and other payment obligations, if any, due to any Third Parties relating to Licensed Technology that have been licensed to LFB USA and are sublicensed to Licensee hereunder, including any payments of Third Party Royalties due under any Third Party In-License Agreement. Unless and until the time Licensee makes arrangements to make direct payments to the appropriate Third Party due any payment under this Section 5.1, LFB USA shall remain responsible for making such payment when due to such Third Party, and Licensee shall reimburse LFB USA for such payment in accordance with Section 6.2 upon receipt of an appropriate invoice from LFB USA. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Third Party In-Licenses. There are not and will not be, without Licensee’s prior written consent, any license, assignment, distribution or other agreements between ULRF and any third party under which it is or has been granted a license or other rights relating to the Licensed Technology (“Third Party In-Licenses”). To the extent Licensee consents in writing to any Third Party In-License, ULRF (i) shall comply with and maintain in full force such Third Party In-License, (ii) shall not amend of modify such Third Party In-License without the prior written consent of Licensee, and (iii) shall promptly provide written notice to Licensee describing any breach, alleged breach or potential breach of a Third Party In-License of which it becomes aware and provide Licensee with copies of any correspondence related thereto. ULRF will cooperate with Licensee in attempting to cure any such breach.
Third Party In-Licenses. All licenses granted under this Article 5 (Licenses), to the extent they constitute sublicenses under this Article 5 (Licenses), are subject to the relevant terms and conditions of the granting Party’s agreement with the Third Party that owns or otherwise Controls such intellectual property rights, subject further to Sections 7.5.6 (Upstream Limitations), 7.10.1 (Existing Agreements) and 9.2 (Additional Representations and Warranties of FATE). Any exclusive licenses that are granted under this Article 5 (Licenses) that constitute sublicenses are exclusive only to the extent of the exclusive nature of the license granted to the granting Party.
Third Party In-Licenses. 7.2.1. aTyr. [***] associated with any agreements related to the aTyr Licensed Technology that exist as of the Effective Date, except as otherwise agreed by Kyorin in writing. In the event that, after the Effective Date, aTyr in-licenses aTyr Licensed Technology that is Controlled in the Kyorin Territory for purposes of any of the licenses granted to Kyorin under Section 7.1.1, [***], in which case Kyorin agrees to comply, and will cause its Affiliates and Sublicensees to comply, with any obligations under such agreement of aTyr that apply to Kyorin, its Affiliates or its Sublicensees and of which Kyorin was informed by aTyr.
7.2.2. Kyorin. [***] associated with any agreements related to the Kyorin Background Technology that exist as of the Effective Date, except as otherwise agreed by aTyr in writing. In the event that, after the Effective Date, Kyorin in-licenses Kyorin Background Technology that is Controlled in the aTyr Territory for purposes of any of the license granted to aTyr under Section 7.1.2, [***], in which case aTyr agrees to comply, and will cause its Affiliates and Sublicensees to comply, with any obligations under such agreement of Kyorin that apply to aTyr, its Affiliates or its Sublicensees and of which aTyr was informed by Kyorin.
Third Party In-Licenses. During the Term, if either Party identifies any Patent Right or Know-How owned or controlled by a Third Party that it reasonably believes may be necessary or reasonably useful to Exploit any Licensed Compound in the Field in the Territory, or absent a license or agreement with such Third Party to such intellectual property, would be infringed by the Exploitation of any Licensed Compound in the Field in the Territory (“Additional Third Party IP”), then it will so notify the other Party. As between the Parties, [*], to enter into an agreement with a Third Party to obtain a license, covenant not to xxx, or other similar rights under any such Additional Third Party IP within the Territory (a “Third Party License”).
Third Party In-Licenses. During the Term, in the event that either Party identifies any Patent owned or controlled by a Third Party in a particular country or other jurisdiction that it reasonably believes may, absent a license or agreement with such Third Party, be infringed by the Exploitation of a Licensed Antibody or a Licensed Product in the Field in the Territory, it will so notify the other Party. Before entering into an agreement with a Third Party (a “Third Party License”) to acquire or obtain a worldwide license, covenant not to xxx or other similar right under any Patent or any related Know-How (“Blocking IP”), in each case, with respect to XX0000, XXxxxx shall [***] pursuant to the CS1001 Upstream License. As between the Parties, [***] or any of its Affiliates will have the first right, but not the obligation, to enter into a Third Party License. If [***] or any of its Affiliates elect not to enter into such a Third Party License, then [***] may elect to enter into such a Third Party License with respect to such Blocking IP. With respect to any such Third Party License that a Party enters into with the applicable Third Party, such Party (a) will use reasonable efforts to [***] and if such Party is unable to [***] despite the use of reasonable efforts, then such Party will [***] and will not [***] (b) will not [***] with respect to such Party or other (sub)licensees, (c) will provide the proposed terms and conditions of the Third Party License for the other Party to review and [***] such Third Party License, and (d) will provide the other Party with a true and complete copy of such Third Party License within [***] following the execution thereof (which copy may be reasonably redacted to the extent not relevant to the other Party’s rights as a (sub)licensee thereunder). If [***] enters into such Third Party License, then (i) [***]will be responsible for [***] the Licensed Antibodies or Licensed Products in the Territory (for example, [***] (the “Territory-Specific Payments”), [***] and (ii) [***] may elect to obtain [***] in which case it will [***]and such in-licensed Blocking IP will be considered [***] for the purpose of this Agreement. If [***] does not elect to [***] then such Blocking IP will not be [***] and [***] under such Blocking IP. If [***] enters into such Third Party License, then [***] may elect to [***] thereunder for the Territory, in which case (A) [***] will [***] for any [***] thereunder, subject to [***] and (B) such in-licensed Blocking IP will be ...
