Third Party License Sample Clauses

Third Party License. Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive, or co-exclusive, license to a CRADA Subject Invention made solely by an IC employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(b).

Third Party License. Each party is relieved of its obligations, if any, to (i) deliver the Source Code of a product licensed hereunder or (ii) authorize the creation of Derivative Works or corrections from Source Code hereunder to the extent that fulfilling such obligations would cause such party to breach any third party license agreement entered into by such party after the Effective Date.

Third Party License. Licensee shall not be charged for the relevant Licensed Patents which are encumbered by a Third Party License (“Pre-Netting”), in a as far as such Third Party License covers the relevant grant of rights set forth herein. Effective as from the termination of the Third Party License, Pre-Netting no longer applies and Licensee shall be fully liable for and pay the respective portion of the royalties for the relevant Licensed Patents as used in Licensed Products as set forth herein.

Third Party License. (a) The Parties acknowledge that as of the Effective Date the Company is party to the Existing Third Party Agreements pursuant to which the Company has acquired certain rights which do not include Company IP and that during the Term, Company may acquire Third Party IP that Covers a Compound or a Covered Product. Company shall upon the written request of Transferee use Commercially Reasonable Efforts to obtain any consents or approvals necessary to obtain Control of Third Party IP (if any) pursuant to the Existing Third Party Agreements (or other Third Party Licenses entered into subsequent to the Effective Date) in the Territory. If Company obtains such Control (or if Company otherwise has Control of any Third Party IP), Company shall promptly notify Transferee, to that effect, together with notification of any applicable pass-through royalties and any other material terms related to such Third Party IP, and Transferee may, in its sole discretion, provide written confirmation to Company that it wishes to enter into a separate, written sublicense agreement for such Third Party IP that is consistent with and subject to the terms of the applicable Third Party License. As a condition to the grant of any such sublicense, Transferee, NovaMedica and/or the Permitted Transferee requesting such sublicense must assume all of Company’s royalty, other commercial financial and other material non-financial obligations under the applicable Third Party License that apply to the Territory and indemnify Company for any breaches of said obligations by Transferee. For clarity, unless and until Transferee provides such confirmation to Company and enters into a sublicense as described above, Transferee is not granted any rights by or from Company to any such Third Party IP and is not bound by any obligations under such Third Party License. (b) If Company (or any successor or any affiliate of a successor under common control of such successor) is relieved in whole or in part of any material and/or financial obligation under any Third Party Licenses which Third Party License is the subject of a sublicense between Transferee and Company, Company shall promptly so inform Transferee, and thereafter the sublicense between Company and Transferee shall automatically be deemed to be amended to relieve Transferee of its corresponding obligation(s) to Company to the same extent as Company (or its successor or any affiliate of its successor under common control of such successor) is reliev...

Third Party License. In the event that Axon receives a bona fide offer (a “License Offer”) from a third-party to license the Licensed Technology for use in a manner that does not violate the Axon License Restrictions as set forth in Section 3.2 (Exclusivity) of the Agreement, then Axon shall, prior to accepting such offer, [*]. * Confidential Treatment Requested

Third Party License. Each Party shall promptly inform the other Party in writing if it deems that a license of any intellectual property rights owned or Controlled by a Third Party is needed to Commercialize a Collaboration Product or a Unilateral Product for which the other Party is responsible (FTO Notification). If the FTO Notification concerns a Collaboration Product, the Parties will discuss and agree any required or advisable measures in the Joint IP Committee and/or the relevant Joint Steering Committee. If the FTO Notification concerns a Unilateral Product, the respective Continuing Party shall be solely responsible for the course of action but will closely consult with the respective Opt-Out Party.

Third Party License. If, during the Term hereof, an unrelated third party wishes to exclusively license the Program in the Territory, the Parties agree to negotiate in good faith for the purposes of modifying or terminating this Distribution Agreement, it being understood that such modification or termination will involve compensating KTEH for the relinquishment of its rights hereunder. Notwithstanding the foregoing, KTEH will have no obligation to modify or terminate its rights hereunder if such modification or termination would cause the breach of any contractual commitments KTEH might have including, but not limited to, contracts with PRG or other public television stations.

Third Party License. The Parties shall use their good faith efforts (either individually or together) to [****]. As of the Royalty Bearing Product Classification, DIVERSA is not aware of the need for any such Third Party license.

Third Party License. If, during the Term and following the Effective Date, Licensee enters into an agreement with a Third Party in order to obtain a license under any intellectual property rights of one or more Third Parties that is necessary to Exploit Licensed Product (a “Third Party License”), then, subject to Licensee sending Sanofi a copy of such Third Party License, Licensee shall have the right to deduct [*] of the amounts actually paid by Licensee pursuant to the terms of any such Third Party License during a particular Calendar Quarter from the royalties otherwise due to Sanofi under this Section 6.3 with respect to such Calendar Quarter, provided however that Sanofi shall in any event receive at least [*] of the royalty amounts that would otherwise be owed to it in the absence of such Third Party License.