Third Party Licences. The Parties acknowledge that they have entered into licence agreements with Third Party owners of potentially blocking intellectual property and that it may be necessary or desirable to enter into such further licences (individually herein called a “Third Party Licence Agreement”). The Parties agree to treat such Third Party Licence Agreements as follows:
(a) Following the Effective Date, if a Party desires to enter into a new Third Party Licence Agreement, it shall inform the Collaboration Committee and, prior to determining whether to enter into such Third Party Licence Agreement, shall give due consideration to any reasonable comments by the other Party relating thereto, including, comments that entering into such Third Party Licence Agreement [*] of the other Party. If the Collaboration Committee cannot unanimously agree whether or not such a Third Party Licence Agreement should be entered into, the matter shall be promptly submitted in writing to the [*] of both Parties. If following discussion between them, the [*] are unable to agree a resolution of the matter within [*] after the matter has been submitted to them the Territorial Commercial Lead may determine the matter for the countries within its Lead Territory.
(b) Any fees or other payments due Third Parties under Third Party Licence Agreements prior to the first Regulatory Approval for Commercialisation of an Antibody Product shall be Research and Development Costs, provided however, that if the rights under such Third Party Licence Agreement are also applicable to products other than Antibody Products, then only an equitable portion of such fees or other payments shall be allocated to the Antibody Product as Research and Development Costs.
(c) Any fees or other payments due to a Third Party under a Third Party Licence Agreement after the first Regulatory Approval of an Antibody Product shall be Licence Fees, provided however, that if the rights under such Third Party Licence Agreement are also applicable to products other than Antibody Products, then only an equitable portion of such fees or other payments shall be allocated to the Antibody Product as Licence Fees.
Third Party Licences. If the Exploitation of the Compound or Licensed Products by Flexion, its Affiliates or any of its Sublicensees infringes or misappropriates any Patent or any Intellectual Property Right of a Third Party in any country, such that Flexion or any of its Affiliates or Sublicensees cannot Exploit the Compound or the Licensed Products in such country without infringing the Patent or Intellectual Property Right of such Third Party, then […***…] shall secure from such Third Party such rights (“Third Party Licence”) as are necessary for the Exploitation of Compound and Licensed Products in such country. […***…] shall be […***…] responsible for […***…] of all royalty and other payments in connection with the securing of any such rights, subject to the following:
16.1.1 If Flexion for the Exploitation of the Compound or Licensed Products requires a Third Party Licence for formulation technology or has to pay royalties to the vendor of the commercially formulated compound (“Third Party Formulation Technology Licences”) and has sublicensed rights in the Compound or Licensed Products, then Flexion may elect by written notice to AstraZeneca that […***…] of the royalties actually paid under such Third Party Formulation Technology Licence by Flexion for the sale of such Licensed Product in such country for a Calendar Quarter shall be creditable against the royalties payable to AstraZeneca on Net Sales made by or on behalf of the Sublicensee in such country for the same Calendar Quarter subject to a maximum royalty reduction of […***…] (as such terms are defined in Section 6.2.1 to 6.2.5 above), provided that Flexion shall […***…] within thirty (30) days of the execution of Flexion’s notice referred to above, and provided further that Flexion agrees to […***…] each of the sales related payments under Section 6.4(ii) and Section 6.4 (iii) above, if and when such payment becomes payable to AstraZeneca. For the sake of clarification, the aggregate compensation payable to AstraZeneca according to this Section 16.1.1 shall not […***…].
16.1.2 If Flexion for the Exploitation of the Compound or Licensed Products requires at any time a Third Party Licence other than a Third Party Formulation Technology Licence (“Other Third Party Licence(s)”) and has sublicensed rights in the Compound or Licensed Products, then Flexion may elect by written notice to AstraZeneca that […***…] of the royalties actually paid under such Other Third Party Licence by Flexion for the sale of such Licensed ...
Third Party Licences to the extent that elements of the Licensed Products incorporate software or data which is owned by a third party, the Customer may be required to enter into a direct licence agreement with that third party and the terms of use of that software or data shall be governed by the provisions of that third party agreement.
Third Party Licences. To the extent not sublicensed by Celltech hereunder, Amgen shall be responsible for obtaining any licences for rights to any Third Party intellectual property required to Research, Develop, Commercialise, make, have made, use, sell, have sold, offer to sell or resell, import, export, distribute or otherwise transfer physical possession of or otherwise transfer title in or to, a Licensed Antibody Product in one or more countries in the Territory. Amgen shall be responsible for making all Third Party Payments for rights to any Third Party intellectual property (when licensed directly by Amgen) required to Research, Develop, Commercialise, make, have made, use, sell, have sold, offer to sell or resell, import, export, distribute or otherwise transfer physical possession of or otherwise transfer title in or to, a Licensed Antibody Product in one or more countries in the Territory. Where Celltech has sublicensed Third Party intellectual property rights to Amgen pursuant to this Licence Agreement, in addition to the Royalties payable by Amgen under Article 4.2, but subject to Article 4.5, Amgen shall pay Celltech against invoice for, and Celltech shall be responsible for making, all Third Party Payments in connection with the rights sublicensed to Amgen pursuant to this Licence Agreement, unless the Parties agree that such Third Party Payments shall be made by Amgen directly to such Third Party.
Third Party Licences. Certain Software supplied by Fujitsu may be licensed to Fujitsu by a third party which has given Fujitsu the right to market it to the Customer. Such Software may be subject either to licensing terms and conditions specified by that third party which accompany the Software or to the terms and conditions of an end user licence agreement supplied with the Software in shrink-wrapped or other form, and which totally replace Clauses 4.3 to 4.14 for such Software. The Customer agrees to be bound by any such terms and conditions and to indemnify and keep indemnified Fujitsu against any loss or damage Fujitsu may incur or suffer as a result of the Customer's failure to observe or perform those terms and conditions.
Third Party Licences. Where you utilise software licensed by a third party you accept and shall strictly comply with such third parties end user licence agreement, a copy of which we will either send to you or must be accepted before using the software. You will allow installs of new versions of such software and ensure your network and systems comply with the relevant specifications in any third party design documentation which we may provide to you from time to time
Third Party Licences. 5.1 To the extent Third Party Licences are required for the provision of the Services and the Parties have agreed this in writing, Panoptics will provide such Third Party Licences to the Customer under the standard licence terms provided by the relevant third parties, copies of which will be provided to the Customer, and the Customer agrees to be bound by such licence terms.
5.2 The Customer agrees to comply with the Third Party Licences and will indemnify Panoptics in full against all claims, costs, expenses or liabilities howsoever arising suffered or incurred as a result of the Customer's breach of such Third Party Licences.
5.3 The Customer acknowledges and agrees the Customer's breach of any Third Party Licences will be deemed a material breach of this Agreement.
Third Party Licences. If the Licensee (or its Affiliates or Sub-Licensees) is required to make payments under any agreement entered into with any Third Party for patent or know-how rights to make, have made, use, sell, offer for sale or import a Licensed Product in the Field or Diabetic Retinopathy in a particular country in the Territory, and such Third Party payments are required solely for the Licensee to practise Ascendis Technology claimed in the Ascendis Patents and used or incorporated in such Licensed Product that is being developed and commercialised by the Licensee in such country (“Third Party Licences”), then, on a calendar year, Licensed Product-by-Licensed Product basis, the Licensee may offset against its royalty obligations to Ascendis up to [***] of the amount of such Third Party payment for such calendar year; provided that such offset shall not reduce the applicable royalty rate payable to Ascendis by more than [***] and provided further that, in any event, the applicable royalty rate shall not be less than [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Third Party Licences. It will be each Partner’s responsibility to ensure that it has obtained all necessary licences and consents to perform the Project. CEPI shall be entitled to retain funding or to condition any funding unless and until each Partner has reasonably satisfied CEPI that it has obtained all of the third party licences reasonably required to perform the Project and to supply the Project Vaccine. In the event that a Partner is bound by, or is to be bound by, certain obligations to any third party that holds IP rights necessary to develop and commercialize the Project Vaccine (“Third Party Collaborators”), such Partner shall (i) notify CEPI in writing of the identity of such Third Party Collaborators as well as such Partner’s obligations in relation to them, (ii) use reasonable endeavours to facilitate the necessary arrangements between CEPI and Third Party Collaborators in the event the Public Health License is triggered under Clause 14.7, and (iii) use reasonable endeavours to secure all IP rights from Third Party Collaborators as required for a technology transfer under Clause 4.2.
Third Party Licences. If we consent to the installation and use of any Third Party software on the Equipment, you must ensure that you hold all necessary rights and licences to use any third party software installed on the Equipment, from time to time and that the software is compatible with the Equipment manufacture’s software install or used with, the Equipment.
