Third Party Obligations. 3.1. The THIRD PARTY shall:-
3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement;
3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and
3.1.3. make no commercial use of the Confidential Information or any part thereof.
3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.
Third Party Obligations. Executive acknowledges that the Company from time to time may have agreements with other persons or entities which impose obligations or restrictions on the Company regarding development-related work made during the course of work thereunder or regarding the confidential nature of such work. Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company.
Third Party Obligations. In consideration of the rights and licenses granted to Licensee under this Agreement, Licensee agrees to the following:
Third Party Obligations. (a) Except as contemplated by Section 7.6.1, Intellia will remain responsible for the payment of royalty, milestone and other payment obligations, if any, due to Third Parties under any other (i.e., not identified in Section 7.6.1) Intellia Intellectual Property that has been licensed to Intellia as of the Effective Date. After the Effective Date, if Intellia in-licenses Intellectual Property Rights of a Third Party that cover the Intellia Platform or improvements thereto (“Intellia New In-Licensed Intellectual Property”), then Intellia shall make such Intellia New In-Licensed Intellectual Property available to be included in the licenses to Novartis under this Agreement by notifying Novartis of the Intellia New In-Licensed Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Novartis were to elect to take a sublicense to such Intellectual Property Rights. Within [***] days of receiving notice of any Intellia New In-Licensed Intellectual Property, Novartis may elect to add such Intellectual Property Rights to the Intellia Intellectual Property (“Included Intellia New In-Licensed Intellectual Property”) [***] If Novartis fails or declines to make the election specified in this section within [***] days of receiving the notice from Intellia, such declined Intellectual Property Rights shall not be included as Intellia Intellectual Property [***] (“Excluded Intellia New In-Licensed Intellectual Property”) [***]. Further, Excluded Intellia New In-Licensed Intellectual Property shall include any Intellectual Property licensed or acquired by Intellia from a Third Party after the Effective Date that is not Intellia New In-Licensed Intellectual Property.
(b) If Novartis determines that licenses or other rights to Intellectual Property Rights of a Third Party are required to Practice the Intellia Intellectual Property (other than those already in-licensed by Intellia and available to Novartis pursuant to the terms of Section 7.6.2(a) above), Novartis will have the right to negotiate and acquire such rights through a license and will be responsible for all amounts to be paid to such Third Party; provided, however, that [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406...
Third Party Obligations. Employee acknowledges that the Company from time to time may have agreements with other person or entities or with government or other agencies that impose obligations or restrictions on the Company regarding Inventions, Confidential Information or Work Product created by Employee or the Company during the course of work thereunder, or regarding the confidential nature of the work or confidential information of the third party disclosed during or used as part of such work. Employee agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company thereunder.
Third Party Obligations. (a) Portola shall remain responsible for the payment of royalty, milestone and other payment obligations under: (i) the Astellas Agreement; (ii) the [*]; and (iii) any [*] and [*] that [*] or any [*], so long as [*], provided that, in the event Portola does not exercise its Opt-Out Option for a particular Product, then [*] under [*] with respect to the commercialization of such Product shall be shared by the Parties as part of the Cost of Sales. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(b) In the event that Biogen Idec reasonably determines that rights to intellectual property owned or Controlled by a Third Party are required in order to research, Develop, manufacture, use, import, sell or otherwise commercialize any Product, Biogen Idec shall have the right to negotiate and acquire such rights through a license or otherwise. In the event Portola exercises its Opt-Out Option for such Product, then, subject to Section 8.5(a), Biogen Idec shall have the right to deduct from the royalty payments due to Portola under this Agreement for such Product [*] of the royalties and such other amounts paid by Biogen Idec to such Third Party in respect of such acquired rights applicable to such Product; provided, however, that Biogen Idec shall not have the right to make such deduction to the extent Biogen Idec obtains such Third Party license for the right to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included in any Combination Product, and provided, further, that such reduction shall not reduce the royalty rates otherwise applicable to the Net Sales of such Product by more than [*] in any one Calendar Quarter, but any unused royalty reduction may be credited against royalties up to [*] in subsequent Calendar Quarters. In the event Portola does not exercise its Opt-Out Option for such Product, then all payments under such Third Party agreement attributed to development, manufacture and/or sale of such Product shall be treated as costs shared between the Parties as part of the Cost of Sales.
Third Party Obligations. This Agreement is made solely for the benefit of the Parties named in this Agreement, and is not intended to create rights or any cause of action in any third parties, including without limitation, the Students.
Third Party Obligations. (a) Except as provided in the subsequent sentence and in Section 8.4(b), Infinity and the Infinity Related Parties shall be responsible, at their own expense, for obtaining any required licenses from a Third Party to Patent Rights, that, in the absence of such license, would be infringed by the manufacture, use, offer for sale, sale or import of a particular Product in a particular country. In the event that Infinity or an Infinity Related Party (i) reasonably determines in good faith that, in order to avoid infringement of any patent not licensed hereunder, it is required to obtain a license from a Third Party to any Patent Right that, in the absence of such license, would be infringed by the manufacture, use, offer for sale, sale or import of such Product in a particular country (including in connection with the settlement of a patent infringement claim), (ii) shall be subject to a final court or other binding order or ruling requiring any payments, including the payment of a royalty to a Third Party patent holder in respect of future sales of any Product in a country in the Territory, or (iii) makes any payment of license fees, milestone payments and/or royalties with respect to a sublicense under Research Agreement Intellectual Property, as applicable, then Infinity may deduct fifty percent (50%) of the amount paid by Infinity or an Infinity Related Party to such Third Party that is reasonably and appropriately allocable to such Product against Royalties due to Intellikine by Infinity with respect to such Product in such country in any Calendar Quarter; provided, however, that in no event will the deduction under this Section 8.4(a) and any adjustment under Section 9.2(c)(i) cause the Royalties due to Intellikine in such Calendar Quarter with respect to such Product in such country to be less than fifty percent (50%) of the Royalties calculated under Section 8.3 without any such deduction and/or adjustment.
(b) Intellikine will be responsible for royalty obligations and all other payments, including milestones, sublicense income and patent prosecution and enforcement payments (except as provided in Section 8.1(b)), to license the Navy Patent Rights under the Navy Agreement, to license the UCSF Intellectual Property and UCSF Other Patent Rights under the UCSF Agreement, and to license or obtain rights under any other Patent Rights or Know-How included in the Intellikine Intellectual Property, Intellikine Background Technology or Intellikine Other Techno...
Third Party Obligations. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the OWNER or the ENGINEER.
Third Party Obligations. 14.1 If the Producer undertakes or arranges the manufacture of Karaoke Product for any other party (whether a third party, a licensee or affiliate) and/or acts as a distributor on behalf of a third party, the Producer must inform the Society in writing of the identity of that party.
14.2 On compliance with clause 14.1, the Society confirms that it will not seek to recover royalties from or pursue any other remedy against the Producer in relation to such Karaoke Product, subject to the provisions of clause 14.4, unless it is notified by the third party and is satisfied that, as between the Producer and that third party, the Producer has the obligation to obtain licences for Musical Works (including Repertoire Works) included on Karaoke Product Released (or intended to be so Released) for sale or subsequent rental to the public.
14.3 The Producer xxxxxx agrees that it will not undertake or arrange the manufacture of Karaoke Product reproducing one or more Repertoire Works for any third party which either:
14.3.1 does not have a current agreement with the Society (in this form) unless the Society has expressly authorised the Producer to carry out or arrange the same, such authorisation not to be unreasonably withheld or delayed; or
14.3.2 is in material breach of such an agreement, if the Society has notified the Producer of that breach and required the Producer to cease undertaking or arranging such pressing until such breach is rectified.
14.4 The Producer agrees that it will bear joint responsibility with the third party for any manufacture and/or distribution carried out in contravention of clause 14.3.
14.5 In all cases, the Producer shall use its best endeavours to ensure that the Society has every facility for checking manufacture undertaken or arranged for third parties. Where the relevant Karaoke Product reproduces one or more Repertoire Works, the Producer shall send to the Society copies of the relevant delivery or despatch notes or equivalent documentation including but not limited to the Catalogue Number, the quantities despatched and the name and address of the person, firm or company to whom they were despatched.
