Necessary Third Party IP Rights definition

Necessary Third Party IP Rights means (i) any Valid Claim of Patent Rights owned or controlled by a third party which would be Infringed by the use or practice of the Ipsen Licensed Technology, Ipsen Future Technology, the Ipsen New Formulation Technology (if and to the extent licensed to Licensee) or the Ipsen MC4 [ ]* Technology to research, develop, manufacture, market, promote, use, sell, import or export any Licensed Product in any country of the Territory or (ii) any Patent Rights or Know How owned or controlled by a third party (other than Patent Rights already within the scope of the foregoing clause (i) of this definition) that (1) are reasonably necessary to enable the research, development, manufacture, use or commercialization of a License Product in any country of the Territory, (2) are reasonably likely to materially reduce the risks or the timetable for the development of a License Product in any country of the Territory or (3) are reasonably likely to materially reduce the commercialization risk, or materially increase the anticipated Net Sales, of a Licensed Product in any country of the Territory.
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Necessary Third Party IP Rights means (i) any Valid Claim of Patent Rights owned or controlled by a third party which would be Infringed by the use or practice of the Ipsen Licensed Technology, Ipsen Future Technology or the Ipsen New Formulation Technology (if and to the extent licensed to Licensee) to research, develop, manufacture, market, promote, use, sell, import or export any Licensed Product in any country of the Territory or (ii) any Patent Rights or Know How owned or controlled by a third party (other than Patent Rights already within the scope of the foregoing clause (i) of this definition) that (1) are reasonably necessary to enable the research, development, manufacture, use or commercialization of a License Product in any country of the Territory, (2) are reasonably likely to materially reduce the risks or the timetable for the development of a License Product in any country of the Territory or (3) are reasonably likely to materially reduce the commercialization risk, or materially increase the anticipated Net Sales, of a Licensed Product in any country of the Territory.
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Examples of Necessary Third Party IP Rights in a sentence

  • Agreement in any calendar year with respect to sales of the applicable Licensed Product in the applicable country and (ii) any offset of Necessary Third Party IP Rights Payments shall not result in a reduction of more than [ ]* of the royalty payments that would otherwise have been due to Ipsen under this Agreement in any calendar year with respect to sales of the applicable Licensed Product in the applicable country.

Related to Necessary Third Party IP Rights

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

  • Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.

  • Third Party Licenses has the meaning set forth in Section 3.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company by any third party.

  • Company IP Rights means (a) any and all Intellectual Property used in the conduct of the business of the Company or any of its Subsidiaries as currently conducted, and (b) any and all other Intellectual Property owned by the Company or any of its Subsidiaries.

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • Company Intellectual Property Rights means Intellectual Property Rights owned by or purported to be owned by, or exclusively licensed to, the Company or any of its Subsidiaries.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • IP Rights has the meaning specified in Section 5.17.

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • Intellectual Property Right means, including but not limited to, any patent, registered design, copyright, trademark, trade secrets and any other intellectual or industrial property right as well as the right to apply to register any of the mentioned rights.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • Intellectual Property Licenses means all licenses, sublicenses and other agreements by or through which other Persons, including Seller’s Affiliates, grant Seller exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted.

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Licensed IP means the Licensed Patents and the Licensed Know-How.