Blocking Patents Sample Clauses

Blocking Patents. If [*] without infringing Patent Rights other than Patent Rights [*], which Patent Rights Cover such Product unless it obtains a license to such patent from a Third Party (other than [*]) (an “[*]”) and pays a royalty under such license (including in connection with settlement of a patent infringement claim in accordance with Section 7.7), or (B) becomes subject to a final court or other binding order or ruling requiring the payment of a royalty to a Third Party with respect to [*] (collectively, “[*]”), [*] of any royalties [*] on net sales of such Product [*] under Section 6.4(d)(i)(B) shall be [*] under Sections 6.4(d)(i)(A) and (B) with respect to such Product; provided, however, that in no event shall such offset, together with any offset under Section 6.4(d)(iii), cause the amounts [*] pursuant to Section 6.4(d)(i) for any particular Calendar Quarter for any country to be reduced (A) in any case of Section 6.4(d)(i)(A), to less than [*] of the amount that would otherwise be payable [*] for such Calendar Quarter for such country pursuant to such clause or (B) in any case of Section 6.4(d)(i)(B), to less than [*] of the amount that would otherwise be payable [*] for such Calendar Quarter pursuant to such clause; provided, further, that any such royalty paid under [*] in such Calendar Quarter [*] in accordance with this Section 6.4(d)(iv).

Blocking Patents. If Adamas (A) reasonably determines that it cannot Manufacture or Commercialize a Product for which compensation is due to Forest under Section 6.4(d) in the Field outside the Territory without infringing Patent Rights other than Patent Rights Controlled by Adamas or its Affiliate (or those licensed to Forest by [ * ] under the [ * ] Agreements) and not licensed to Adamas hereunder, which Patent Rights Cover such Product unless it obtains a license to such patent from a Third Party (other than from [ * ] or any of its licensees) (an “Adamas Blocking Patent”) and pays a royalty under such license (including in connection with settlement of a patent infringement claim in accordance with Section 7.7), or (B) becomes subject to a final court or other binding order or ruling requiring the payment of a royalty to a Third Party with respect to an Adamas Blocking Patent in order to Manufacture or Commercialize such Product in the Field outside the Territory (collectively, “Adamas Third Party Patent Licenses”), [ * ] of any royalties paid under Adamas Third Party Patent Licenses by Adamas, its Affiliates or (sub)licensees on net sales of such Product for which Adamas has a payment obligation to Forest under Section 6.4(d)(i)(B) shall be fully creditable against royalties and Sublicensing Revenue payments payable to Forest under Sections 6.4(d)(i)(A) and (B) with respect to such Product; provided, however, that in no event shall such offset, together with any offset under Section 6.4(d)(iii), cause the amounts due to Forest pursuant to Section 6.4(d)(i) for any particular Calendar Quarter for any country to be reduced (A) in any case of Section 6.4(d)(i)(A), to less than [ * ] of the amount that would otherwise be payable to Forest for such Calendar Quarter for such country pursuant to such clause or (B) in any case of Section 6.4(d)(i)(B), to less than [ * ] of the amount that would otherwise be payable to Forest for such Calendar Quarter pursuant to such clause; provided, further, that any such royalty paid under Adamas Third Party Patent Licenses by Adamas that is not used by Adamas in a particular Calendar Quarter to reduce royalties paid to Forest in such Calendar Quarter may be carried over to subsequent Calendar Quarters until fully used in accordance with this Section 6.4(d)(iv). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to ...

Blocking Patents. If Kos or an Affiliate obtains a license, or otherwise obtains rights, to Blocking Patents with respect to a Licensed Product pursuant to the terms of Section 3.4.3, * * * with respect to the development or Commercialization of such Licensed Product in such country; provided, that in no event will * * *.

Blocking Patents. If Kos determines that it is necessary to obtain a license or other rights to one or more Blocking Patents for the research, development, manufacture or Commercialization of any Licensed Product in or for the Territory, then Kos will be solely responsible for obtaining such license. * * * under this Agreement, as described in further detail in Section 7.5.3 of this Agreement.

Blocking Patents. If during the term of the Research Program: (a) a Third Party is granted a Patent relating to a Collaboration Target in the Copromotion Territory; (b) either Party determines, based on the advice of patent counsel, that such Patent may be infringed by the activities of either Party under the Research Program with respect to one or more Collaboration Targets; and (c) the Parties, within ninety (90) days of making the determination in Section 11.7(b) above, determine that no license is available on commercially reasonable terms after having attempted in good faith to obtain such a license from such Third Party; Wyeth shall have the right, exercisable within sixty (60) days after the determination in Section 11.7(c) is made, upon thirty (30) days prior written notice to ViroPharma to terminate that portion of the Research Program under this Agreement covering the Collaboration Targets identified in Section 11.7(b). Upon such termination, subject to Section 11.8 hereof, with respect to such Collaboration Targets neither Party shall have any further rights or obligations under this Agreement, each Party shall retain all rights to its respective Know-How, Prior Inventions and Non-Collaboration Inventions covering only such Collaboration Targets and each Party shall be free to practice any Collaboration Invention and use any Joint-Know-How covering only such Collaboration Targets created by the Parties prior to such termination.

Blocking Patents. To the extent that they presently or hereafter hold any rights in Blocking Patents that have not been conveyed hereunder as part of the Technology, SHOPPING PLANET and the Principals hereby grant to NETGATEWAY a royalty-free, worldwide, non-exclusive, license under any Blocking Patents to use, copy, modify, distribute, and make, have made, use, sell and otherwise transfer any product or process using, incorporating or derived from the Technology.

Blocking Patents. 75 11.8 Survival of Certain Obligations.............................................................................. 75 11.9

Blocking Patents. In the event that: (a) changes to the design or function of the Inhaler are Necessary (defined below) and such design or function is embodied within the Standard Inhaler; (b) it is Necessary for SALUS, its Affiliates or Sublicensees to make changes to the Package where PARI was responsible for the Package; or (c) due to any design or function of the Inhaler, where such design or function is embodied within the Standard Inhaler, it is Necessary for SALUS, its Affiliates or Sublicensees to obtain a license and pay a royalty under such license to a third party under any patent or other proprietary interest of such third party in order to fully exercise the licenses granted to SALUS and its Affiliates in this Agreement, SALUS’ obligations to pay Royalties or Step-Down Royalties to PARI on Net Sales in that country shall be reduced by [*] of the amount of the cost to SALUS, its Affiliates and Sublicensees of such changes or the royalties paid or payable to such third party, only to the extent PARI has not already paid SALUS pursuant to PARI’s indemnification obligations under Section 13.1 of this Agreement. Notwithstanding the foregoing, SALUS’ obligation to pay the Royalty or Step-Down Royalty shall not be reduced by more than [*]. This Section shall have no effect on SALUS’ obligation to pay PARI the minimum annual royalty. It shall be considered “Necessary” to make changes or obtain a license if so ordered in a non- appealable decision by a court of competent jurisdiction in such country or if SALUS, any Affiliate of SALUS or any Sublicensee obtains a written opinion from two qualified mutually agreed upon independent patent counsels in such country that the Inhaler, Formulation for the Drug Product or Package for the Drug Product, whichever the case may be, infringes upon such third party’s patent rights.

Blocking Patents. AMVAC shall undertake all commercially reasonable steps to ensure that, in its performance of this Agreement (including, without limitation, the performance of any and all AMVAC Development Work), AMVAC does not infringe any third party patent which blocks either the [*] Patent or any BASF Patent (each such third party patent, a “Blocking Patent”) and, for the avoidance of doubt, the Parties agree that BASF’s obligations under Section 8.2(i) and (ii) do not mitigate the foregoing obligation of AMVAC with respect to Blocking Patents. Accordingly, BASF’s obligations under Section 8.2(i) and (ii) shall not apply to any Costs incurred, assessed or sustained by or against any AMVAC Indemnitee as a result of alleged or actual infringement of any Blocking Patent.