Third Party License Agreements Sample Clauses
Third Party License Agreements. Connect LLC shall include a covenant (the “Termination Covenant”) in any Third-Party License Agreement (as defined herein) that entitles Licensee to terminate such Third-Party License Agreement in the event that an Option Holder (as defined herein) exercises the option (the “Option”) granted under the Option to Enter into a Purchase Agreement attached hereto as Exhibit B (the “Option Agreement”). The Termination Covenant shall provide that Licensee is an intended third-party beneficiary for purposes of
Third Party License Agreements. The license granted under Section 2.1 may be subject to applicable terms and conditions of a license agreement with a Third Party, under which any Licensed Rights are sublicensed to the Company hereunder by Novavax (each a “Third Party License Agreement”). Novavax shall be responsible for maintaining the Third Party License Agreements and for any payments owed by Novavax thereunder; provided, however, that if a royalty is owed on sales of Licensed Product by or for the Company in the Territory under such Third Party License Agreement, such payments will be paid by Company.
Third Party License Agreements. On a country-by-country basis, if, in any Calendar Quarter, Company makes royalty payment(s) to one or more Third Parties in order to obtain or maintain license rights under Patent Rights of such Third Party that would be infringed by the use or sale of the Collaboration Compound contained in the Product in a country, Company shall be entitled to deduct [...***...] ([...***...]) of such payment(s) from royalty payments otherwise payable by Company to Licensor for Net Sales of such Product in such country in such Calendar Quarter. Notwithstanding the foregoing, in no event shall such deduction exceed [...***...] *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. ([...***...]) of the royalties otherwise payable with respect to such country in such Calendar Quarter.
Third Party License Agreements. 7.8.1 If, after the Effective Date, Dicerna US or Dicerna Cayman enters into any license agreement with a Third Party and Controls Patent Rights or Know-How under such license agreement that would be necessary or reasonably useful for developing a New Platform for Non-Hepatocyte Cardiometabolic Targets or a New Platform for Non-Hepatocyte Neurodegeneration/Pain Targets, then Dicerna shall so notify Lilly and the rights and licenses granted to Xxxxx under this Agreement with respect to such Third Party agreement shall be subject to Lilly (a) agreeing to be bound by the terms of any such Third Party agreement applicable to a sublicensee thereunder, and (b) reimbursing Dicerna US or Dicerna Cayman for any amounts that become owing to such Third Party by reason of the grant to, or exercise by or under the authority of, Xxxxx of such rights; provided, that, any amounts owing to such Third Party cannot be disproportionately allocated to the Selected Targets, Products or Xxxxx’x rights hereunder (e.g., the royalty for Product sales cannot be greater than the royalty due for any other product under the agreement). Upon request by Xxxxx, Xxxxxxx shall disclose to Lilly a true and correct written description of the payment and other relevant obligations, and Xxxxx’x obligation to reimburse such amounts following such request shall be limited to those payment obligations as so disclosed by Xxxxxxx. In the event Xxxxx does not agree in writing to reimburse Dicerna for such amounts upon request, and to be bound by the terms of such Third Party agreement applicable to a sublicensee thereunder, then the rights licensed under such Third Party agreement shall thereafter be deemed excluded from the Licensed Patent Rights and/or Licensed Know-How, as applicable, hereunder.
7.8.2 If, after the Effective Date, Dicerna identifies Patent Rights or Know-How covering or relating to RNAi or oligonucleotide platform technologies owned or Controlled by a Third Party that would be necessary or reasonably useful for targeting mechanisms that bind to or are intended to bind to and induce an inhibition, disruption or modulation of mRNA in Hepatocyte Cardiometabolic Targets or Non-Hepatocyte Targets, then Dicerna shall so notify Lilly and the Parties shall coordinate in good faith the negotiation of one (1) or more agreements in order to facilitate Lilly having access to such technology, which may be through an agreement directly between Lilly and such Third Party.
Third Party License Agreements. From and after the Closing Date, Buyer covenants and agrees that in the event Sellers becomes obligated to pay any royalty, commission or other payment to a third-party licensor of intellectual property related to Patented Skin Products inventory purchased from Sellers hereunder because such third-party licensor, Buyer and Sellers, as the case may be, are not able to come to an agreement as contemplated by the License Agreement that provides that Buyer shall pay such amounts directly to the applicable licensor for the subsequent resale of such Patented Skin Products inventory by Buyer or otherwise, Buyer agrees that it shall be responsible for such payment and agrees to pay Sellers such amount within thirty (30) days of Sellers’ invoicing of the same to Buyer following sale of such inventory by Buyer.
Third Party License Agreements. CBM agrees to comply with all applicable terms and conditions of all agreements with third parties pursuant to which GI acquired or acquires a sublicensable interest in any Patents sublicensed to CBM pursuant to Sections 3.2(a) or 3.2(b), above (the "GI Third Party License Agreements"). Notwithstanding Sections 3.2(a) and 3.2(b), above, CBM will not be deemed to have a sublicense under any third party Patent with respect to any product or activity which (i) would not, but for such sublicense, infringe such Patent, or (ii) is otherwise licensed or sublicensed by CBM under such third party's Patents for such purpose or purposes.
Third Party License Agreements. Subject to the terms and conditions of this Agreement, if Licensee enters into one or more Third Party License Agreement(s), Licensee will be entitled to deduct from any royalties payable to Merck Serono under Section 4.2 (from the amount calculated by consideration of the then [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. applicable royalty rate), an amount equal to not more than [*] of any amounts paid by Licensee pursuant to such Third Party License Agreement(s) in respect of the Licensed Product which gave rise to the payment obligation under Section 4.2. Notwithstanding the foregoing, under no circumstances shall the deductions under this Section 4.2 (c) result in the amount payable to Merck Serono being reduced by more than [*] compared with the amount otherwise payable under Section 4.2. In the event that Licensee is not able to deduct the full amount of the permitted deduction from the amount due to Merck Serono due to the [*] minimum amount, Licensee shall be entitled to deduct any undeducted excess amount from subsequent amounts owed to Merck Serono (subject always to Merck Serono receiving a minimum of [*] of the amount owed).
Third Party License Agreements. Schedule 4.22 sets forth each Third Party License Agreement currently in effect. Except as set forth on Schedule 4.22, to Sellers’ Knowledge, there are no pending material defaults on the part of the Sellers or any Third Party Licensor under any Third Party License Agreement. Except as set forth on Schedule 4.22, the Sellers have obtained all Consents required of Third Party Licensors so as to permit Licensees to use Intellectual Property of each Third Party Licensor, where such use is authorized under a License Agreement.
Third Party License Agreements. Sublicensor represents and warrants to the Sublicensee that Sublicensee has received true, correct and complete copies of all license and sublicense agreements to which Sublicensor is a party relating in any way to the Patent Rights (collectively, the "Third Party License Agreements"). On and after the Effective Date, Sublicensor agrees to provide Sublicensee with any modifications, cancellations, terminations, amendments or other changes to any Third Party License Agreements within ten (10) days of such modification, cancellation, termination, amendment or other change.
Third Party License Agreements. All proposed license agreements presented by GLOBAL under this Agreement shall be subject to the express written approval of CRAGAR. It is understood that GLOBAL will submit all such proposed agreements to CRAGAR for its consideration, approval and execution, and CRAGAR will, thereupon, advise GLOBAL within fifteen (15) business days after receipt of the proposed agreement as to whether it agrees or disagrees to the terms thereof and whether it will execute same. Failure to act within said fifteen (15) day period shall be deemed a disapproval of any such agreement by CRAGAR. All License Agreements shall be between CRAGAR and the Licensee presented by GLOBAL. A basic form license agreement that is to be used by GLOBAL in negotiating license agreements will be provided by GLOBAL to CRAGAR for its approval.