Common use of Third Party Technology Clause in Contracts

Third Party Technology. If the Parties’ IP currently existing includes Intellectual Property rights licensed to or acquired by a Party from a third party, or a Party obtains, after the formation of the LLC, a license or otherwise acquires rights to Intellectual Property owned or controlled by third parties that is reasonably necessary and useful in the Field in connection with Existing Modified Traits, and the granting of a license or sublicense under such Intellectual Property rights to the LLC, or the LLC’s practice of such Intellectual Property rights, as described above, would result in payment or other material obligations to a third party, then the Party owning or controlling rights to such Intellectual Property will so notify the LLC and offer the LLC the right to obtain a license or sublicense (to the extent possible) thereunder by including such rights in the Parties’ IP. No license or sublicense will be granted to the LLC under such third party Intellectual Property rights, and such Intellectual Property rights shall not be included in the Parties’ IP, unless and until the LLC agrees in writing to pay all amounts that become due to the relevant third party, on a pass-through basis, and to perform any material obligations to such third party, by reason of the granting of a license or sublicense under such Intellectual Property rights to, or the practice of such Intellectual Property rights by, the LLC in accordance with the licenses set forth above.