Third Party Licensees. Licenses to Third Party Licensees shall be governed in accordance with Section 5.10 below.
Third Party Licensees. 3.3.1 [**].
Third Party Licensees. 5.10.1 Licenses of [*] and [*] to Third Parties.
A. Subject to Intermolecular’s compliance with the obligations in this Section 5.10.1, Intermolecular shall be [*] authorized party to grant licenses to [*] and [*] to Third Party Licensees. SanDisk and Toshiba shall have [*] to the [*] to [*].
B. In the event SanDisk and/or Toshiba [*] each of SanDisk or Toshiba will have the right but not the obligation to request Intermolecular to license [*] and/or [*] to Third Parties. Each of SanDisk or Toshiba when so requesting Intermolecular is hereby referred to as the “Designating Party”, each Third Party requested to be so licensed by the Designating Party shall be referred to as a “Designated Third Party”.
i. Following receipt of a written request from a Designating Party, Intermolecular shall promptly enter into a written license agreement with each Designated Third Party in form and substance approved in writing by the Designating Party consistent with the relevant provisions of this Agreement, provided such request is [*] (or with [*] to Intermolecular than) Table 1 above and in accordance with the provisions of Section 5.10 (each, a “Third Party Agreement”). In the event that Intermolecular is unable for any reason to enter into and have fully executed such Third Party Agreement within [*] days of the initial request from a Designating Party, Intermolecular would allow the Designating Party to participate in an active role in the negotiations in order to ensure that such negotiations are concluded in a Third Party Agreement consistent with the relevant provisions of this Agreement. Intermolecular agrees that Intermolecular shall enter into such Third Party Agreement if the terms are [*] the applicable terms of this Agreement (subject to modifications as required under applicable laws and regulations of the relevant jurisdiction(s)). The following provisions of this Agreement are not applicable to be included in Third Party Agreements: Sections [*] (other than Sections [*] and [*]),[*] (other than the [*] under Section [*]),[*] (other than [*] Sections [*] and the applicable provisions of Section [*] (other than the applicable provisions of Sections [*]. In addition, for each Third Party Agreement entered into, the language governing [*] under Section [*] (including but not limited to the [*] expressly set forth in Section [*]) shall apply, except that subject to such [*] shall be [*] U.S. dollars (US$[*]). Intermolecular Confidential
ii. Intermolecular shall...
Third Party Licensees. CKI may grant third parties the right to produce Products for distribution and sale outside the Territory. Licensee agrees to fully co-operate with such third parties, and upon CKI’s request, Licensee will, furnish samples of Licensed Products, provide at cost (without markup), any patterns, trim samples, samples of garments and other materials, names of contractors and sources of supply, reasonably necessary to manufacture Licensed Products as reasonably requested on a timely basis by such licensees, in accordance with such third parties’ reasonable design and production schedules and subject to appropriate confidentiality undertakings. Licensee will timely supply CKI’s distributors or other third party licensees outside the Territory, with Licensed Products for distribution in such quantities as CKI may reasonably request on such credit or other terms as Licensee may impose on its customers generally, ***
Third Party Licensees. Subject to the following right of first negotiation, Agios shall have the right to conduct the Agios PKR Program in collaboration with a Third Party, and shall have the right to grant licenses in connection therewith. For a period beginning on the Amendment Effective Date and ending on NDA approval of a chemical entity against PKR, under the Agios PKR Program, (the “ROFN Period”), if Agios or its Affiliates intend to enter into negotiations with Third Parties with respect to the Agios PKR Program, whether as part of a collaboration, license or otherwise (other than in connection with a Change of Control), Agios shall first so notify Celgene and Celgene shall have the right to, by notice to Agios within [**] days, to negotiate exclusively with Agios with respect to the Agios PKR Program. If Celgene provides such notice within such period, Agios and Celgene shall enter into good faith negotiations for a period of up to [**] days thereafter with respect to the Agios PKR Program. Agios and its Affiliates shall not negotiate with or grant any rights to any Third Party with respect to the Agios PKR Program during such negotiation period. In the event the Parties reach agreement during such [**]-day period (or such longer period as the Parties may agree upon), then the Agios PKR Program shall be subject to the agreement reached by the Parties. If the Parties do not reach agreement with respect to the Agios PKR Program during such [**]-day period (or such longer period as the Parties may agree upon), Agios shall be free during the next [**] months after the expiration of the foregoing [**]-day (or, if applicable, longer) negotiation period to commence negotiations with Third Parties and enter into collaboration and license agreements with such Third Parties with respect to the Agios PKR Program; provided that, if Agios does not enter into a collaboration, license or otherwise prior to the expiration of such [**]-month period, the Agios PKR Program shall again be subject to the provisions of this Section 3.17(d). With respect to the conduct of the Agios PKR Program, such Third Parties shall be subject to the terms and conditions of this First Amendment (including the provisions of Section 8.8 of the Agreement) to the same extent as Agios. For purposes of clarity, the right of first negotiation set forth above shall not apply to the use of Third Party Contractors by Agios or its Affiliates; provided that Agios shall be liable for any failure by its Affiliates and Th...
Third Party Licensees. You may distribute a copy of the Software to a third party that:
(a) already holds a license for an equivalent or lower version of the Software licensed under this Agreement; and
(b) provides you with documentary evidence of clause 13.4(a).
Third Party Licensees. If following a Transition Event, Alligator subsequently negotiates and enters into a Third Party License Agreement as contemplated in Article 7 hereof, then Aptevo agrees, upon Alligator’s request in connection with such Third Party License Agreement, to grant to such Third Party Licensee a license to manufacture the Product under Aptevo’s interest in the Joint Technology, Aptevo Technology, Aptevo Platform Technology, Aptevo Manufacturing Technology, as contemplated in Section 7.3.2, in each case, as such Joint Technology, Aptevo Technology, Aptevo Platform Technology, Aptevo Manufacturing Technology exists on the effective date of the applicable Transition Event or, if the Transition Event occurs following the initiation of Process Development but prior to technology transfer of the manufacturing process to a first CMO for GMP manufacturing, as developed by Aptevo pursuant to Section 6.2.2(c).
Third Party Licensees. If Licensee, in its reasonable judgment following consultation with Licensor, determines that Licensee is required to obtain a license from a Third Party in order to avoid infringement of any Patent Rights or misappropriation of any Know-How owned or controlled by such Third Party in connection with the Development, manufacture, or Commercialization of the Product, then Licensee may enter into a license agreement with such Third Party to obtain such rights and shall have the right to deduct from any royalty payment that would otherwise have been due pursuant to Section 4.4(a) an amount equal to [***] of any amounts paid by Licensee to such Third Party as royalties on Net Sales of the Product pursuant to such license; provided, however, that such deduction shall not exceed [***] of the royalty payment that would otherwise be due in any Calendar Quarter pursuant to Section 4.4(a); provided further that Licensee shall have the right to carry forward to subsequent Calendar Quarters any deductions it is not allowed to take because of the limitations set forth in the foregoing proviso.
Third Party Licensees. The term “Third Party Licensees” shall mean contract manufacturers/assemblers, licensees, joint ventures and subsidiary companies set forth on Exhibit F. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Master Separation Agreement.
Third Party Licensees. CKI has granted its store licensees and store sublicensees the non-exclusive right to sell the Licensed Products in free-standing Cxxxxx Kxxxx stores in certain countries within the Territory.
