Existing Third Party Technology Sample Clauses

The 'Existing Third Party Technology' clause defines how technology, software, or intellectual property owned by third parties and used in a project is treated under the agreement. It typically clarifies that such third-party components are not owned by either party to the contract and may be subject to separate license terms or restrictions. This clause ensures that both parties understand the limitations and obligations regarding the use of third-party technology, helping to prevent disputes over ownership and compliance with external licensing requirements.
Existing Third Party Technology. The licenses granted herein include sublicenses to certain technology and other rights that have been licensed from Third Parties ("Third Party Licenses"), including sponsored research agreements and options for patent licenses. Each party agrees that, to benefit from any sublicense under this Agreement, each party must abide by the terms and conditions of such Third Party Licenses. The party who entered into the Third Party License shall be responsible to the Third Party for all payments and other obligations attributable to this Agreement for Third Party Licenses in existence as of the Effective Date. To the extent any expansion of the rights granted pursuant to a Third Party License after the Signature Date increases the royalty or other obligations of either Geron or P&U, then such expansion shall be deemed to be an acquisition of new Third Party Technology and shall be governed in accordance with Section 4.6. EXHIBIT 4.5 contains a complete list of all Third Party Licenses entered into by Geron prior to the Signature Date of this Agreement, and Geron has provided P&U or its counsel complete and correct copies of all such agreements, as amended.
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Existing Third Party Technology. With respect to the Prosecution and Maintenance, and enforcement, of La Jolla Patents licensed by La Jolla from a Third Party, except as provided in Exhibit 11.6, La Jolla shall cooperate with BioMarin CF to Prosecute and Maintain, and to enforce, such La Jolla Patents in the Territory in the same manner as set forth in Sections 11.2 and 11.3 above. As between La Jolla and BioMarin CF, any recoveries from enforcement of such La Jolla Patents licensed from a Third Party (including any amounts that La Jolla receives from the Third Party licensor as a result of such enforcement) shall be shared in accordance with Section 11.3(d), after deducting from such recoveries any amounts owed to the Third Party licensor for such enforcement; provided that any Enforcement Actions initiated by the Third Party licensor shall be deemed initiated by La Jolla for purposes of Section 11.3(d), and the costs and expenses incurred by La Jolla in such Enforcement Action shall include the costs and expenses reimbursed or required to be reimbursed by La Jolla to the Third Party licensor in such Enforcement Action.
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Existing Third Party Technology. It is understood that certain Patents within the CK Existing Technology have been in-licensed pursuant to that certain Exclusive License Agreement dated April 21, 1998, as modified, among CK, the Regents of the University of California and the Board of Trustees of the Leland Stanford Junior University (the "University License"), and th▇▇ ▇▇ ▇▇▇▇▇ ▇▇ responsible for payment of all partnership and other fees required pursuant to Section 5.2 thereof. As required for the furtherance of the objectives of this Agreement, CK shall use [*] to maintain the University License and to timely pay all fees due under the University License. Should CK be unable to make any payment required under the University * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. License, it shall notify GSK, and GSK shall thereupon have the option to make such payment on behalf of CK and to seek reimbursement from CK for such payment.
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Existing Third Party Technology. The licenses granted herein include sublicenses under technology which has been or will be licensed by the respective parties from certain Third Parties. Exhibit 4.4(a) sets forth a true and complete list of all the Third Party licenses with respect to the Existing Corixa Patents as well as sponsored research agreements and options related thereto in existence as of the Effective Date and applicable to the Research, as agreed to by the parties (the "Corixa Third Party Agreements"). Exhibit 4.4(b) sets forth a true and complete list of all the Third Party licenses with respect to the Fish▇▇ ▇▇▇hodology as well as sponsored research agreements and options related thereto in existence as of the Effective Date and applicable to the Research, as agreed to by the parties (the collectively with the Corixa Third Party Agreements, the "Existing Third Party Agreements").
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Existing Third Party Technology. It is understood that certain Patents Rights for the Shire Territory within the Amicus Patent Rights have been in-licensed pursuant to certain existing in-license agreements listed in Exhibit 10.6.1 hereto (the “Existing In-Licenses”). As required for the furtherance of the objectives of this Agreement, Amicus shall maintain the Existing In-Licenses and timely pay all fees due thereunder. In addition, it is understood by the Parties that their respective rights under Sections 10.2 and 10.3 above with respect to the Amicus Patent Rights licensed to Amicus under the Existing In-Licenses are subject to and limited by the applicable terms and conditions of the Existing In-Licenses. Amicus agrees to use Commercially Reasonable Efforts to persuade its licensors pursuant to such licenses (“Licensors”) to fully cooperate with Shire in the defense or prosecution of any proceedings hereunder, and shall use reasonable efforts to cause the Licensors not to enter into any settlement, agreement, consent judgment or other voluntary final disposition of any proceeding or threatened proceeding which would adversely affect Shire or its rights and licenses hereunder.
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Existing Third Party Technology. It is understood that certain Patents within the CK Existing Technology have been in-licensed pursuant to that certain Exclusive License Agreement dated April 21, 1998, as modified, among CK, the Regents of the University of California and the Board of Trustees of the Leland Stanford Junior University (the "University License"), and th▇▇ ▇▇ ▇▇▇▇▇ ▇▇ responsible for payment of all partnership and other fees required pursuant to Section 5.2 thereof. As required for the furtherance of the objectives of this Agreement, CK shall use [*] to maintain the University License and to timely pay all fees due under the University License. Should CK be unable to make any payment required under the University License, it shall notify GSK, and GSK shall thereupon have the option to make such payment on behalf of CK and to seek reimbursement from CK for such payment.
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Related to Existing Third Party Technology

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • Third Party Patent Rights No Party makes any warranty with respect to the validity, perfection or dominance of any Patent or other proprietary right or with respect to the absence of rights in Third Parties which may be infringed by the manufacture or sale of the Licensed Product. Each Party agrees to bring to the attention of the other Party any patent or patent application it discovers, or has discovered, and which relates to the subject matter of this Agreement.