Examples of Third Party IP Agreement in a sentence
Partner will provide Kiniksa with a true and complete copy of each agreement between Partner and any Sublicensee no later than [***] days after the execution thereof, provided that, to the extent permitted under any Third Party IP Agreement, Partner may redact any financial terms contained therein that are not necessary for Kiniksa to determine the scope of the rights granted under such sublicense.
Licensee shall have the right to negotiate any Third Party IP Agreement to acquire rights under a Third Party’s Intellectual Property Rights solely in the Territory; provided that the financial terms and other material terms of such Third Party IP Agreement affecting Licensor shall be subject to Licensor’s consent, not to be unreasonably withheld, conditioned or delayed.
Upon execution of such New Third Party IP Agreement, Kiniksa will notify Partner in writing and will provide a copy of the New Third Party IP Agreement to Partner, provided that Kiniksa may only redact information that is not necessary for Partner to determine the scope of the rights sublicensed to Partner or for Partner to determine whether such New Third Party IP Agreement will relieve or modify Kiniksa’s performance of its obligations under this Agreement.
Partner stipulates and agrees that the rights and licenses granted to Partner under this Agreement are subject to the applicable terms of the Third Party IP Agreements with respect to the Kiniksa Technology that is being sublicensed thereunder, and Kiniksa will not be required to take any action or inaction that would cause Kiniksa to be in breach of any Third Party IP Agreement or to grant any rights to Partner hereunder that are in violation of, or inconsistent with, any Third Party IP Agreement.
Partner will promptly provide Kiniksa with all available information related to any such inspection (unless prohibited by Applicable Law), and Kiniksa may provide any such reports to any counterparty to any Third Party IP Agreement if required by the terms of such Third Party IP Agreement.
In addition, Partner will assign to Kiniksa any Third Party IP Agreement pursuant to which Partner then Controls any Partner Technology, if permitted under such Third Party IP Agreement (and will use reasonable efforts to seek any consent required from the applicable Third Party in connection with such an assignment).
If Kiniksa or its Affiliate decides that it is no longer interested in the Patent Prosecution of a particular Kiniksa Patent Right in the Territory during the Term, then, unless Kiniksa or its Affiliate has a strategic rationale for ceasing such Patent Prosecution or such Patent Prosecution is otherwise inconsistent with any Third Party IP Agreement, it will provide written notice to Partner of such decision at least [***] days prior to the date that such the applicable Patent Right will become abandoned.
To the extent Kiniksa is able to exclude the Territory from the territory of such proposed New Third Party IP Agreement, Partner will have the right to decline to take a sublicense under such proposed New Third Party IP Agreement.
Licensor shall have the right to negotiate any Third Party IP Agreement to acquire rights under a Third Party’s Intellectual Property Rights both in the Territory and outside the Territory.
Except as provided under Section 15.3.14 (Termination by Partner for Kiniksa’s Breach), Partner will provide any other assistance or take any other actions, in each case, reasonably requested by Kiniksa as necessary to transfer to Kiniksa the Exploitation of the Licensed Product or as otherwise required to comply with the terms of any Third Party IP Agreement, and will execute all documents as may be reasonably requested by Kiniksa in order to give effect to this Section 15.3 (Effects of Termination).