Third Party IP Rights. (a) If Cortendo considers, in its reasonable business judgment, that it must obtain one or more licences under any Third Party IP Rights that, in the absence of such licence(s), would be infringed by the exercise of the Licence in any country in the Territory, then Cortendo must notify ATL in writing of the proposed licence of Third Party IP Rights (including details of why it considers that such licence is necessary and the terms on which it proposes to obtain such a licence).
Third Party IP Rights. You agree not to Use (and to ensure that your administrators and users shall not Use) any Content that is subject to any third party IP Rights, unless you have a license or specific permission to Use such third party content, and to grant TeleMessage the license set out below.
Third Party IP Rights. “Third Party IP Rights” shall have the meaning set forth in Section 2.3(a)(vi).
Third Party IP Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any of the Company’s or its Subsidiaries’ rights in any Intellectual Property owned or purported to be owned by them, and none of the Company or its Subsidiaries has asserted or threatened to assert a claim of such infringement, misappropriation, or violation against any third party during the three year period immediately preceding the date of this Agreement.
Third Party IP Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, to the Knowledge of Parent, no Person is infringing, misappropriating or otherwise violating any of Parent’s or its Subsidiaries’ rights in any Intellectual Property owned or purported to be owned by them, and none of Parent or its Subsidiaries has asserted or threatened to assert a claim of such infringement, misappropriation, or violation against any third party during the three year period immediately preceding the date of this Agreement.
Third Party IP Rights. Supplier agrees that the Products and Services do not infringe upon or constitute a misappropriation of any Third Party IP Right.
Third Party IP Rights. The Restaurant confirms irrevocably to Xxxxxx Xxx Ltd that the Restaurant’s name, Menu, logo and other material that the Restaurant may provide to Xxxxxx Xxx Ltd for inclusion on the website do not violate, infringe or conflict with the IPR of any third party (including without limitation any licensor or franchisor).
Third Party IP Rights. MedRx has no knowledge of the existence of any patent or patent application, copyright, or other intellectual property right owned by or licensed to any Third Party that could prevent Licensee from using the Licensed Technology to Develop, Manufacture, or Commercialize Licensed Products in the Field in or for the Territory.
Third Party IP Rights. 4.9.1 If either Party determines that [***] to obtain a license under any Patent of a Third Party relevant to the Development Activities or the Manufacture (“Third Party IP”), it shall inform the IPC of such determination along with documentation supporting such determination. The IPC shall discuss the desirability of obtaining a license to or acquiring such Third Party IP, and, if it is determined by the Parties to obtain a license to or acquire such Third Party IP, discuss and recommend appropriate financial terms and conditions (including the scope of the license to be negotiated) for such license or acquisition agreement (such agreement, a “Third Party IP Agreement”). The IPC shall also designate one Party, or that the Parties jointly, be responsible for handling negotiations of a Third Party IP Agreement. [***]. The negotiating Party shall have responsibility and authority for negotiating and executing such Third Party IP Agreement; provided, that, through their representatives on the IPC, the negotiating Party shall keep the other Party reasonably informed with respect to the negotiations and deal terms relating to such Third Party IP Agreement (including scope of the license and financial terms) and such negotiating Party shall consider in good faith any comments, recommendations or analysis provided by the other Party. [***]. To the extent allocable to the Product, all payments under such Third Party IP Agreement incurred during the Development Period shall be Development Costs; provided that [***]. For purposes of clarity, a cell line license shall not be considered a manufacturing license.
Third Party IP Rights. If in the reasonable opinion of Insmed, the Exploitation of the Licensed Compound or Licensed Product in the Field and in the Territory by Insmed, any of its Affiliates or any of its or their Sublicensees infringes or is reasonably expected to infringe any Patent or otherwise misappropriate the intellectual property rights of a Third Party in any country in the Territory (such right, a “Third Party IP Right”), then, as between the Parties, Insmed shall have the right, but not the obligation, to negotiate and obtain a license from such Third Party to such Third Party IP Right as necessary or desirable for Insmed or its Affiliates or its or their Sublicensees to Exploit the Licensed Compound and Licensed Products in the Field in such country; provided that (i) as between the Parties, Insmed shall bear all expenses incurred in connection therewith, including any royalties, milestones or other payments incurred under any such license, (ii) any such license shall provide for the unencumbered right, but not the obligation, to transfer such license to AstraZeneca or any of its Affiliates upon termination or expiration of this Agreement with respect to the applicable country(ies) and (iii) Insmed shall obtain the written consent of AstraZeneca prior to entering into any such license (such consent not to be unreasonably withheld, delayed or conditioned), in each case ((i), (ii) and (iii)), subject to Section 7.4.2.
