Third Party In-Licenses Payments Clause Samples

Third Party In-Licenses Payments. (a) NRx will be responsible for all payments and undertakings associated with any license agreements under which NRx has obtained rights to any NRx Technology that exist as of the Effective Date, including the In-Licenses. (b) In the event that, after the Effective Date, NRx in-licenses NRx Technology from a Third Party that is Controlled for purposes of the license granted to Alvogen under ‎Section 2.1 but for which NRx would owe payments of any kind under the agreement for such in-licensed NRx Technology on account of any sublicense granted thereunder to Alvogen or its Affiliates or its sublicensees (“NRx Third Party Agreement”), then NRx shall inform Alvogen and shall provide Alvogen with a copy of the applicable NRx Third Party Agreement. If Alvo▇▇▇ ▇▇▇ifies NRx in writing that it wishes to be bound by or assume the rights and obligations of the NRx Third Party Agreement as applicable to Alvogen and this Agreement, then (i) the Know-How or Patents, as applicable, for which NRx obtained a license or rights under the NRx Third Party Agreement shall automatically be included in NRx Technology hereunder and in the licenses and other rights granted to Alvogen hereunder from and after the date of NRx’s receipt of such Alvogen written notice; (ii) if the use or practice of such Know-How or Patents included in the NRx Technology by Alvogen or its Affiliates or sublicensees pursuant to the licenses and other rights granted herein require payment to such Third Party under such NRx Third Party Agreement (“Sublicense Payment”), Alvogen shall be solely responsible for such Sublicense Payment, subject to ‎Section 4.5(d)(iv); and (iii) Alvo▇▇▇ ▇▇▇ees to abide by all terms and conditions of such NRx Third Party Agreement applicable to Alvogen and this Agreement. Otherwise, notwithstanding anything to the contrary in this Agreement, if Alvogen fails to send such required written notice to NRx or otherwise declines a sublicense thereto, the Know-How or Patents subject to any NRx Third Party Agreement shall not be included within the NRx Technology or in any of the licenses and other rights granted to Alvogen and its Affiliates and sublicensees hereunder.
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Third Party In-Licenses Payments. 7.7.1. Existing In-License Agreements. 7.7.1.1. Eureka will be responsible for all payments associated with any agreements related to the Eureka Licensed Technology that exist as of the Effective Date, except as otherwise agreed by Licensee in writing. 7.7.1.2. The Parties acknowledge and agree that prior to the Effective Date, the Syracuse License Agreement provides that Eureka has granted co-exclusive license and other related rights, including as further set forth in Section 3.1(a)(ii) of the Syracuse License Agreement, to JW Therapeutics (as successor-in-interest to Syracuse), and that the license and rights granted by Eureka to Licensee hereunder are subject to any and all rights granted by Eureka to JW Therapeutics under the Syracuse License Agreement. The Parties acknowledge and agree that a redacted copy of the Syracuse License Agreement was provided to Licensee prior to the Effective Date, and Licensee is aware of the scope of the rights and licenses granted in the Syracuse License Agreement.
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Third Party In-Licenses Payments. 8.3.1 Existing In-License Agreements. 8.3.1.1 Sage. Except as set forth in Section 8.3.1.3 (Third Party Payments owed to Existing Partner), ▇▇▇▇ will be solely responsible for all Third Party Payments associated with any Existing Sage Agreement.
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Third Party In-Licenses Payments. ▇▇▇▇▇ will be responsible for all payments under any ▇▇▇▇▇ In-License that exists as of the Effective Date, except as otherwise agreed by Shionogi in writing. In the event that, after the Effective Date, ▇▇▇▇▇ in-licenses ▇▇▇▇▇ Licensed Technology that is Controlled for purposes of any of the licenses granted to Shionogi under Section 6.2.1 but for which ▇▇▇▇▇ owes payments under the agreement for such in-licensed ▇▇▇▇▇ Licensed Technology on account of any sublicense granted thereunder to Shionogi or its Affiliates or its Sublicensees, ▇▇▇▇▇ will notify Shionogi of the existence, and anticipated amounts, of such payments and Shionogi will have the right to decline a sublicense to such in-licensed ▇▇▇▇▇ Licensed Technology or take such sublicense (it being understood that, if Shionogi elects to take such a sublicense, Shionogi will comply, and will cause its Affiliates and Sublicensees to comply, with any obligations under such agreement of ▇▇▇▇▇ that apply to Shionogi, its Affiliates or its Sublicensees and of which Shionogi was informed by ▇▇▇▇▇, including any obligation to make such payments). Any such sublicense that Shionogi elects to take shall be considered an “▇▇▇▇▇ In-License” hereunder and Shionogi will make such payments pursuant to such ▇▇▇▇▇ In-License to ▇▇▇▇▇ in accordance with the invoicing and payment procedures of Section 7.9.
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Third Party In-Licenses Payments. 7.2.1. Existing In-Licensing Agreements. C▇▇▇▇▇ will be responsible for all payments associated with any agreements related to the C▇▇▇▇▇ Licensed Technology that exist as of the Effective Date (“Existing In-Licensing Agreements”), except as otherwise agreed by Licensee in writing.
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Third Party In-Licenses Payments 
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Related to Third Party In-Licenses Payments

  • INDEMNITY IN THIRD-PARTY PROCEEDINGS To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

  • 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.

  • Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

  • Third Party Infringement Claims In the event any claim or action for infringement of any patent, trademark, or other intellectual property right shall be made or brought by a third party against Seller, Purchaser or any of their respective Affiliates because of, or in anticipation of, the manufacture and supply of Product by Seller to Purchaser hereunder, or the marketing, sale or distribution of such Product to Purchaser Customers in the Territory by Purchaser hereunder (a “Third Party Infringement Claim”), the party first receiving such notice of the Third Party Infringement Claim shall promptly notify the other party. With respect to the Third Party Infringement Claim, Seller and Purchaser each hereby agrees that all Damages arising from or related to the Third Party Infringement Claim (including any legal fees and associated costs incurred in defending the Third Party Infringement Claim and any fees, royalties or other amounts paid in settlement or upon judgment) shall be shared as follows: (a) Except as provided in clause (b) below, Seller shall be 100% responsible for all Damages arising from any Third Party Infringement Claim, including any fees, royalties or other amounts agreed to be paid in settlement or upon judgment of the Lawsuit or otherwise; and (b) Purchaser shall be 100% responsible for all Damages arising from any Third Party Infringement Claim with respect to the use of Purchaser Trademarks. Each party agrees to indemnify the other party to ensure that Damages arising from any Third Party Infringement Claim are allocated in accordance with clauses (a) and (b) above. Unless otherwise agreed to by the parties, Seller shall control the defense any Third Party Infringement Claim described in clause (a) above and Purchaser shall control the defense of any Third Party Infringement Claim described in clause (b) above. The party controlling the defense of any Third Party Infringement Claim shall have the sole right to defend or settle any such Third Party Infringement Claim; provided, however, that such settlement does not impose any obligation or burden on the other party without the prior written consent of the other party (which consent shall not be unreasonably withheld). The party controlling the defense of any Third Party Infringement Claim shall keep the other party, at its request, materially informed of the status and progress of the defense of the Third Party Infringement Claim. No Third Party Infringement Claim shall be settled by the party who is not controlling the defense of such Third Party Infringement Claim without the prior written consent of the party controlling such defense. The non-controlling party, its employees, agents and Affiliates shall reasonably cooperate with the party (and its legal representatives) controlling the defense of any Third Party Infringement Claim in the investigation and defense of such Third Party Infringement Claim. Notwithstanding the above, and by way of clarification, neither party shall be obligated to indemnify the other party hereunder for modification or misuse of the Product by the other party or by wholesalers or the customers of either party. The provisions of this Section 17.4 shall be notwithstanding any conflicting provisions set forth in this Agreement, including Sections 17.1, 17.2 and 17.3.

  • Third Party IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency’s benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency’s internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency’s advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee’s compliance with this Section 6.3, including without limitation documentation indicating a third party’s written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product.