Additional Third Party Licenses Sample Clauses

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Additional Third Party Licenses. If VGX is required or deems it is desirable to license one or more Patent Rights from one or more Third Parties in order to make, have made, use, sell, offer for sale, import or otherwise exploit a Licensed Product in the Licensed Field under the terms of this Agreement, VGX, after good faith consultation with Genetronics, and at VGX’s own expense, shall have the right, but not the obligation, to negotiate and obtain a license under such Patent Right(s) (each such Third Party license referred to herein as an “Additional Third Party License”).
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Additional Third Party Licenses. In the event that Licensee determines that it is necessary to obtain one or more licenses under issued and unexpired Patent Rights of Third Parties (excluding Sublicensees) in order to make, have made, use, offer to sell, sell or import the Compound contained in a Product in a country (“Third Party Patent Licenses”), [***] of the royalties actually paid to Third Parties under such Third Party Patent Licenses by Licensee for the sale of such Product in such country for a calendar quarter shall be creditable against the royalty payments due Licensor by Licensee with respect to Net Sales of such Product in such country for such calendar quarter; provided, however, that in no event shall the royalties otherwise owed by Licensee to Licensor for such calendar quarter in such country be reduced by more than [***] as a result of any and all such offsets in the aggregate. Any portion of the royalties paid to Third Parties under such Third Party Patent Licenses with respect to such Product in such country that Licensee would, but for the foregoing limitation on royalty reductions, be entitled to deduct under this Section 4.6(b) shall be carried over and applied against royalties payable to Licensor in respect of such Product in such country in subsequent calendar quarters until the full deduction is taken; provided, however, that in no event shall the royalties otherwise owed by Licensee to Licensor for any calendar quarter in such country be reduced by more than [***] as a result of any and all such offsets in the aggregate. For clarity, in no event shall Licensee be entitled to deduct from royalties payable to Licensor hereunder any royalties or other amounts that may be paid or payable by Licensee to any Third Party with respect to Patent Rights or other intellectual property rights covering any Other Active in a Combination Product.
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Additional Third Party Licenses. Royalties due SELECT under Section 4.4 of this Agreement shall be reduced by [***] of the amount of royalties, if any, paid to a Third Party by AVANT for a license that AVANT determines in good faith, after consultation with SELECT, is necessary to research, develop, manufacture or commercialize a Licensed Product; provided that the royalties due to SELECT are not below [***] of the royalty otherwise payable for such Licensed Product.
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Additional Third Party Licenses. If IAPL is required or deems it is desirable to license one or more Patent Rights from one or more Third Parties in order to make, have made, use, sell, offer for sale, import or otherwise exploit a Licensed Product in the Licensed Field under the terms of this Agreement, IAPL, after good faith consultation with Inovio, and at IAPL’s own expense, shall have the right, but not the obligation, to negotiate and obtain a license under such Patent Right(s) (each such Third Party license referred to herein as an “Additional Third Party License”).
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Additional Third Party Licenses. (i) Each Party shall promptly notify the other Party if it becomes aware of any Third Party Technology that is necessary for the Development, Manufacture or Commercialization of a Composition or Product, or that it otherwise desires to use for such purpose, for the Company Territory (and, for clarify, with respect to which such Party does not yet have a (sub)license from the applicable Third Party) in the Company Territory. ARS shall have the first right, but not the obligation, to negotiate and obtain a license to any such Third Party Technology applicable to both inside and outside the Company Territory, and shall use Commercially Reasonable Efforts to obtain the right to sublicense such Third Party Technology to Company in the Field in the Company Territory on commercially reasonable terms. ARS shall keep Company reasonably informed of the progress of such negotiations and material proposed terms, and shall discuss in good faith any Company comments thereon. If ARS obtains such a license to Third Party Technology, ARS will promptly disclose to Company a complete copy of applicable license agreement, provided that ARS may redact any confidential information contained therein that is not relevant to the grant of rights to Company hereunder. If Company desires to accept such license agreement as an ARS Third Party License, Company shall promptly notify ARS in writing of such acceptance, and upon such acceptance, such license agreement will be deemed an ARS Third Party License, and the Third Party Technology will be deemed Controlled by ARS and, to the extent qualifying as ARS Technology, sublicensed to Company pursuant to the licenses granted under Section 2.1 and subject to the terms and conditions of such license agreement; provided that [***]. (ii) If ARS elects not to obtain a license to Third Party Technology as contemplated by Section 2.10(b)(i), or is unsuccessful in obtaining such a license within [***] after delivery of the notice set forth in Section 2.10(b)(i), then Company shall have the right (but not the obligation) to negotiate and obtain such a license from such Third Party in the Field in the Company Territory. (iii) Subject to Section 2.10(b)(i), Company shall have the first right to negotiate and obtain a license under any Third Party Technology applicable solely to the Field in the Company Territory at its sole discretion and expense. (iv) If Company obtains such a license to Third Party Technology, and Company notifies ARS in writing o...
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Additional Third Party Licenses. In the event that Forte reasonably determines that it is necessary to obtain rights to issued and unexpired Patent Rights of Third Parties (whether through acquisition or license) in order to make, have made, use, offer to sell, sell or import the Compound contained in a Product in a country (“Third Party Patent Licenses”), Forte shall obtain the prior written consent of IMUN in order to engage in such license negotiations, where such consent shall not be unreasonably withheld. If Forte obtains Third Party Patent Licenses, up to one hundred percent (100%) of such acquisition costs and royalties actually paid to Third Parties under such Third Party Patent Licenses by Forte for the sale of such Product in such country annually shall be creditable against the royalty payments due IMUN by Forte with respect to Net Sales of such Product in such country annually; provided however, that in no event shall the deductions under this Section 4.4(a) reduce royalties due to IMUN in any Calendar Quarter to less than twenty five percent (25%) of the amount that would otherwise be due to IMUN under this Article 4. Any portion of the royalties paid to Third Parties under such Third Party Patent Licenses with respect to such Product in such country that Forte would, but for the foregoing limitation on royalty reductions, be entitled to deduct under this Section 4.4(a) shall be carried over and applied against royalties payable to IMUN in respect of such Product in such country in subsequent years until the full deduction is taken.
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Additional Third Party Licenses. PDL shall in good faith use commercially reasonable efforts to provide to PROGENICS on or about each anniversary of the Effective Date a list of third party licenses with respect to which PDL has the right to grant sublicenses that PDL believes may include claims that but for a license under such agreement would be infringed by the making, using, importing, selling or offering for sale Licensed Products as a result of the humanization efforts of PDL hereunder and, if elected, the modified Fc region prepared by PDL. Upon request from PROGENICS, PDL shall provide a copy of the third party license agreement with respect to which PROGENICS may desire a sublicense. If PROGENICS desires a sublicense under such third party agreement, PDL and PROGENICS shall enter into an amendment to Exhibit B or Exhibit C, as the case may be, to include therein such third party rights, provided that as a condition to such amendment, PROGENICS shall pay to PDL any fees and payments that may be required in order for PDL to grant such sublicense (including reimbursement to PDL of a reasonable share of any of the fees or payments previously made by PDL for its license).
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Additional Third Party Licenses. If Beam or any of its Affiliates enters into any agreement with a Third Party after the Effective Date pursuant to which it obtains a license from such Third Party or acquires any Patent Rights that would, absent any restriction relating to Patent Rights in-licensed or acquired after the Effective Date, fall within the definition of Beam Technology (including any amendment to a Third Party License to add rights to any such additional Patent Rights) (“Third Party In-Licenses”), then Beam shall provide Sana with written notice [***]. For clarity, any such provided [***]. Any Third Party In-License for which Beam is required to provide Sana notice under this Section 2.4(b) shall be [***]. If no such notice is provided within [***] after Sana’s receipt of disclosure notice with respect to the Third Party In-License, then the [***]. In the event that [***]. ACTIVEUS 188080012v.21
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Related to Additional Third Party Licenses

  • Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.