Examples of Additional Third Party IP in a sentence
As between the Parties, [*], to enter into an agreement with a Third Party to obtain a license, covenant not to xxx, or other similar rights under any such Additional Third Party IP within the Territory (a “Third Party License”).
Unless the Parties otherwise agree, Coherus may deduct any royalties paid by Coherus to Junshi in consideration for any such sublicensed rights under any Additional Third Party IP in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP).
The Party obtaining a license or other rights to any Additional Third Party IP shall use Commercially Reasonable Efforts to ensure that any and all such rights acquired are freely sublicenseable to the other Party to the extent of the licenses and rights granted to such other Party under this Agreement.
If such other Party agrees to be responsible for such costs, and accept such other obligations that are applicable to such Party’s Exploitation of Products under this Agreement, under such agreement, then such agreement shall be deemed a “Collaboration In-License,” and the Additional Third Party IP licensed under such Collaboration In-License shall be Apellis Know-How, Apellis Patent Rights, Sobi Know-How, or Sobi Patent Rights, as applicable.
If Coherus is the party to an Additional Third Party License, then Coherus may deduct any royalties paid by Coherus to the Third Party in consideration for any such sublicensed rights in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP).
However, if Coherus is unable to fully offset against Royalties paid to any Third Party pursuant to an Additional Third Party License in consideration for rights with respect to Additional Third Party IP as permitted under this Section 8.4(c)(iii) (Reduction for Additional Third Party IP) on account of the foregoing 30% floor, then any such permitted deductions may be carried forward to reduce subsequent Calendar Quarter in which Royalties are due (subject to the same floor in such future periods).
For clarity, Tevard shall not, without Zogenix’s prior written consent, enter into any license agreement for Additional Third Party IP applicable to any Licensed Development Program or Covering any Licensed Product.
If the Parties do not enter into such written agreement within such three month period (or such other period as may be agreed) or the Parties otherwise agree, then the Party desiring to enter into the Additional Third Party License may do so, and such Additional Third Party IP will not be deemed Controlled by the Party that is party to such Additional Third Party License for purposes of this Agreement.
If the Parties are in agreement that Additional Third Party IP should be licensed, then the Parties shall discuss which Party shall lead such negotiations and thereafter, the designated Party shall use good faith efforts to license such Additional Third Party IP.